ReposiTrak insider disposes 7,500 shares under Rule 10b5-1; weighted avg ~$15.9

Rhea-AI Filing Summary

Randall K. Fields, CEO, Director and 10% owner of ReposiTrak, Inc. (TRAK), reported multiple sales of company common stock over August 25-27, 2025. According to the Form 4, 2,000 shares were sold on 08/25/2025 at a weighted average price of $16.4155, 1,500 shares on 08/26/2025 at a weighted average price of $15.83, and 4,000 shares on 08/27/2025 at a weighted average price of $15.8915, for a total of 7,500 shares disposed. The filings state these sales occurred automatically under a Rule 10b5-1 trading plan established by the reporting person in his capacity as trustee to meet charitable commitments.

The Form 4 also lists beneficial ownership positions across related entities and persons, including direct and indirect holdings reported in the form.

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating pre-arranged, automated transactions
• Reporting includes weighted average prices and offers to provide full per-trade price details, supporting transparency
• Insider retains substantial beneficial ownership across direct and indirect holdings as shown in the form

Negative

• Reporting person disposed of 7,500 shares across three days (08/25–08/27/2025), which may be noted by investors
• Weighted average sale prices ranged approximately $15.68–$16.845 (per footnote ranges), showing sales near current trading levels

Insights

Securities Analyst

TL;DR: Insider sales of 7,500 shares executed under a pre-established 10b5-1 plan, with weighted average prices near $15.80–$16.42.

The transactions are disclosed as automatic sales under a Rule 10b5-1 plan, which reduces the likelihood these sales reflect a change in CEO sentiment about company prospects. The total disclosed disposals equal 7,500 shares across three days with weighted average prices reported in the Form 4 footnotes. The filing provides that full per-price breakdowns are available on request, and it documents indirect beneficial ownership through related entities.

Corporate Governance Expert

TL;DR: Sales were conducted via a documented 10b5-1 trading plan to satisfy charitable commitments, a common governance practice.

From a governance perspective, the presence of an explicit 10b5-1 plan and the explanatory footnotes demonstrates procedural compliance with Rule 10b5-1 affirmative defense conditions. The Form 4 also enumerates multiple direct and indirect ownership holdings, indicating continued substantial insider ownership despite these disposals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FIELDS RANDALL K

(Last) (First) (Middle)

5282 S COMMERCE DRIVE, SUITE D-292

(Street)

MURRAY UT 84107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ReposiTrak, Inc. [ TRAK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		S(1)		2,000	D	$16.4155(2)	100,000	I	By RK Fields Charitable 2022, LLC
Common Stock	08/26/2025		S(1)		1,500	D	$15.83(3)	98,500	I	By RK Fields Charitable 2022, LLC
Common Stock	08/27/2025		S(1)		4,000	D	$15.8915(4)	94,500	I	By RK Fields Charitable 2022, LLC
Common Stock								3,683,955	D
Common Stock								615,260	I	By Riverview Financial Corp.
Common Stock								30,667	I	By Spouse
Common Stock								333,643	I	By Fields Management, Inc.
Series B Preferred Stock								531,432	I	By Riverview Financial Corp
Series B Preferred Stock								12,322	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in his capacity as Trustee of the 2022 RK Fields Charitable Remainder Unitrust, the managing member of RK Fields Charitable 2022, LLC. The Trading Plan was established to enable the Reporting Person to meet some of his charitable commitments.

2. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $16.10 to $16.845, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

3. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $15.68 to $15.915, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

4. The price reported in Column 4 is a weighted average price.The shares were sold in multiple transactions at prices ranging from $15.44 to $16.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3) and (4) to this Form 4.

	/s/ Randall K. Fields	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Randall K. Fields report on the Form 4 for TRAK?

He reported automated sales of 2,000 shares on 08/25/2025, 1,500 shares on 08/26/2025, and 4,000 shares on 08/27/2025, executed under a Rule 10b5-1 plan.

Were the sales made under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the sales occurred automatically pursuant to a Rule 10b5-1 trading plan established by the reporting person as trustee of the 2022 RK Fields Charitable Remainder Unitrust.

What prices were reported for the stock sales on the Form 4?

Weighted average prices were reported: $16.4155 for 08/25/2025, $15.83 for 08/26/2025, and $15.8915 for 08/27/2025, with footnote ranges provided for the underlying trade prices.

How many total shares were sold according to the Form 4?

7,500 shares were disposed in the reported transactions.

Does the filing disclose continued insider ownership?

Yes. The Form 4 lists direct and indirect beneficial ownership positions held by the reporting person and related entities.