Form 4: ReposiTrak CEO Randall K. Fields Sells Shares Under Charitable Trading Plan

ReposiTrak, Inc. CEO and 10% owner Randall K. Fields reported the sale of 7,500 shares of common stock through a pre-arranged Rule 10b5-1 trading plan to fulfill charitable commitments.

Summary

• Randall K. Fields, Chief Executive Officer, Director, and 10% Owner of ReposiTrak, Inc. (TRAK), reported transactions involving the company's common stock.
• A total of 7,500 shares of common stock were sold indirectly by RK Fields Charitable 2022, LLC, an entity for which Mr. Fields serves as Trustee and managing member.
• The sales occurred over three days: 1,500 shares on July 14, 2025, at a weighted average price of $18.9435; 1,500 shares on July 15, 2025, at $18.6643; and 4,500 shares on July 16, 2025, at $18.6158.
• These transactions were executed automatically pursuant to a Rule 10b5-1 trading plan established to meet Mr. Fields' charitable commitments.
• Following these sales, RK Fields Charitable 2022, LLC beneficially owns 139,500 shares of common stock indirectly.
• Mr. Fields' total beneficial ownership includes 3,683,955 shares of common stock directly, and additional indirect holdings through Riverview Financial Corp. (615,260 common, 531,432 Series B Preferred), his Spouse (30,667 common, 12,322 Series B Preferred), and Fields Management, Inc. (333,643 common).

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While it involves insider selling, the sales are part of a pre-arranged 10b5-1 plan and explicitly stated to be for charitable commitments, which mitigates concerns about management confidence in the company's future performance.

Positives

• The share sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and transparent transaction rather than a reactive sale.
• The stated purpose of the sales is to meet charitable commitments, which can be viewed positively as a philanthropic endeavor.

Negatives

• The sale of 7,500 shares by a key insider, even if planned, represents a reduction in direct or indirect ownership, which some investors might interpret as a lack of confidence, despite the stated charitable purpose.

Risks

• While explained, insider selling can sometimes be misinterpreted by the market, potentially leading to negative sentiment or short-term price volatility if the context is not fully understood by all investors.

Future Outlook

NA

Management Comments

• The reported sales occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by Randall K. Fields 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 Randall K. Fields to meet some of his charitable commitments.

Industry Context

This Form 4 filing is specific to insider trading activity and does not provide broader industry context or trends for the software or supply chain management sectors in which ReposiTrak operates.

Related Party Transactions

• The sales were conducted by RK Fields Charitable 2022, LLC, an entity managed by Randall K. Fields, the reporting person, making these related party transactions.

Stakeholder Impact

• Shareholders may observe the insider selling, but the explanation of the Rule 10b5-1 plan and charitable purpose should help maintain confidence in management's long-term commitment to the company, despite the reduction in indirect holdings.

Key Dates

Keywords

ReposiTrak, TRAK, Randall K. Fields, Insider Trading, Form 4, Stock Sale, Rule 10b5-1, Charitable Commitments, CEO, Director, 10% Owner