Form 4: ReposiTrak CEO Sells Shares for Charitable Commitments

ReposiTrak CEO Randall K. Fields sold 7,500 shares of common stock under a pre-arranged 10b5-1 plan to fulfill charitable commitments.

Summary

• Randall K. Fields, who serves as Chief Executive Officer, Director, and a 10% Owner of ReposiTrak, Inc. (TRAK), reported a transaction involving the company's common stock.
• On September 8, 2025, Mr. Fields disposed of 7,500 shares of common stock.
• The shares were sold at a weighted average price of $16.0594 per share.
• This sale was executed automatically pursuant to a Rule 10b5-1 trading plan, which was adopted by Mr. Fields in his capacity as Trustee of the 2022 RK Fields Charitable Remainder Unitrust.
• The trading plan was established to enable Mr. Fields to meet some of his charitable commitments.
• Following this transaction, Mr. Fields directly beneficially owns 3,683,955 shares of common stock.
• Indirect beneficial ownership includes 79,500 shares of common stock through RK Fields Charitable 2022, LLC, 615,260 shares of common stock through Riverview Financial Corp., 30,667 shares of common stock through his spouse, and 333,643 shares of common stock through Fields Management, Inc.
• Additionally, Mr. Fields indirectly owns 531,432 shares of Series B Preferred Stock through Riverview Financial Corp. and 12,322 shares of Series B Preferred Stock through his spouse.

Sentiment

Score: 6

Explanation: The transaction is a pre-planned insider sale for charitable purposes, which is generally neutral for the company's operational outlook but positive for transparency and corporate governance.

Positives

• The transaction was conducted under a Rule 10b5-1 trading plan, demonstrating adherence to pre-arranged and transparent insider trading protocols.
• The sale was made to meet charitable commitments, reflecting philanthropic activity by the CEO.

Negatives

• An insider, the CEO, sold a portion of his common stock holdings, which, while planned, reduces direct insider ownership.

Future Outlook

NA

Management Comments

• 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.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of common stock and Series B Preferred Stock is held through entities such as RK Fields Charitable 2022, LLC, Riverview Financial Corp., Fields Management, Inc., and by spouse.

Stakeholder Impact

• Shareholders: A minor reduction in direct insider ownership, but the sale is pre-planned and for charitable reasons, mitigating potential negative sentiment.

Key Dates

Recommendation

The filing reports a routine, pre-planned insider sale for charitable purposes, which does not indicate any fundamental change in the company's prospects or the insider's long-term conviction. It is a transparency-driven transaction rather than a signal of management's view on future performance, thus warranting a 'hold' recommendation based solely on this filing.

Keywords

ReposiTrak, TRAK, Randall K. Fields, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, CEO