TRAK insider sale executed under 10b5-1 plan; charitable trust sale disclosed

Rhea-AI Filing Summary

Randall K. Fields, a director, 10% owner and CEO of ReposiTrak, Inc. (TRAK), reported an automatic sale of 7,500 shares of the issuer's common stock on 08/18/2025 at a weighted average price of $16.6289 per share under a Rule 10b5-1 trading plan. The filing shows the sale was executed by RK Fields Charitable 2022, LLC in its capacity tied to a charitable remainder unitrust. The Form 4 lists post-transaction beneficial holdings across several accounts, including 3,683,955 shares held directly and additional indirect holdings reported via Riverview Financial Corp., spouse, Fields Management, Inc., and related Series B preferred positions.

Positive

• Sale executed under a Rule 10b5-1 trading plan, providing an affirmative defense and transparency about the timing of the transaction
• Clear disclosure that the sale served charitable commitments, with the reporting person stating the trade was to meet charitable obligations
• Comprehensive post-transaction beneficial ownership disclosure showing direct and indirect holdings across related entities and persons

Negative

• Insider disposition of shares (7,500 shares sold), which may be viewed negatively by some investors despite the charitable context
• Weighted average sale price provided but not the exact breakdown of shares sold at each price without request (footnote states ranges only)

Insights

Securities Analyst

TL;DR: Insider sale small relative to large direct holdings; executed under a 10b5-1 plan for charitable purposes.

The reported disposition of 7,500 shares at a weighted average price of $16.6289 appears to be a routine, pre-planned transaction executed under a Rule 10b5-1 plan. The filing is transparent in disclosing the plan's charitable purpose and provides the weighted price range. For investors, the key observation is the contrast between this modest sale and the very large direct beneficial position of 3,683,955 shares reported after the transaction, indicating continued substantial insider ownership.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan reduces insider-trading concerns but requires clear documentation.

The filing appropriately discloses that the sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in his capacity as trustee for a charitable trust. This explanation helps demonstrate adherence to governance best practices for scheduled insider trades. The Form 4 includes required post-transaction beneficial ownership details and a signature, meeting disclosure norms.

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)
08/18/2025

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	08/18/2025		S(1)		7,500	D	$16.6289(2)	102,000	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 $16.3601 to $16.84, 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 this footnote.

	/s/ Randall K. Fields	08/19/2025
	** 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 did Randall K. Fields report on Form 4 for ReposiTrak (TRAK)?

The Form 4 reports an automatic sale of 7,500 common shares on 08/18/2025 at a weighted average price of $16.6289 per share under a Rule 10b5-1 plan.

Was the sale by Randall K. Fields part of a pre-established trading plan?

Yes. The filing states the sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person acting as trustee for a charitable remainder unitrust.

How much stock does Randall K. Fields beneficially own after the transaction?

The Form 4 lists 3,683,955 shares held directly post-transaction, plus additional indirect holdings including 615,260 shares (indirect) and other amounts reported via related entities and spouse.

Why were shares sold according to the filing?

The filing explains the trading plan was established to enable the reporting person to meet charitable commitments tied to a charitable remainder unitrust.

Does the filing provide exact prices for each share sold?

No. The form provides a weighted average price of $16.6289 and notes sales occurred at prices ranging from $16.3601 to $16.84, with the filer offering to provide a detailed breakdown on request.