Form 4: ReposiTrak CEO Sells Shares for Charitable Commitments

ReposiTrak CEO Randall K. Fields sold common stock totaling 7,500 shares through a Rule 10b5-1 plan to fulfill charitable commitments.

Summary

• Randall K. Fields, Chief Executive Officer, Director, and 10% Owner of ReposiTrak, Inc. (TRAK), reported multiple sales of common stock.
• A total of 7,500 shares of common stock were sold across five separate transactions between September 29, 2025, and October 1, 2025.
• The sales were executed automatically pursuant to a pre-arranged Rule 10b5-1 trading plan.
• The trading plan was established to enable Mr. Fields to meet some of his charitable commitments.
• The shares sold were indirectly held by RK Fields Charitable 2022, LLC, an entity for which Mr. Fields serves as Trustee and managing member.
• Weighted average prices for the sales ranged from $14.9125 to $16.9659 per share.
• Following these transactions, RK Fields Charitable 2022, LLC indirectly holds 57,500 shares of common stock.
• Mr. Fields continues to beneficially own 3,683,955 shares of common stock directly.
• Additional indirect holdings include 615,260 common shares and 531,432 Series B Preferred shares via Riverview Financial Corp., 30,667 common shares and 12,322 Series B Preferred shares via Spouse, and 333,643 common shares via Fields Management, Inc.

Sentiment

Score: 5

Explanation: Neutral. The sales are pre-planned and for charitable purposes, which mitigates the negative sentiment typically associated with insider selling. It represents a reduction in insider holdings but is not indicative of a change in the company's operational fundamentals.

Positives

• The sales were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned, non-discretionary sale rather than a reaction to new information.
• The proceeds from the sales are explicitly stated to be directed towards fulfilling charitable commitments, highlighting philanthropic activity by the CEO.

Negatives

• A significant number of shares (7,500) were sold by a key insider, which could be perceived negatively by some market participants, despite the stated charitable purpose.

Risks

• Potential for market misinterpretation of insider selling as a lack of confidence in the company's future prospects, despite the stated charitable purpose and Rule 10b5-1 plan.

Future Outlook

This Form 4 filing reports past insider transactions and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

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."
• "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), (4), (5) and (6) to this Form 4."

Industry Context

This insider transaction report is specific to ReposiTrak, Inc. and its CEO, Randall K. Fields. It does not provide information directly related to broader industry trends or competitor activities.

Related Party Transactions

• Sales of common stock were executed from shares indirectly held by RK Fields Charitable 2022, LLC, an entity for which Randall K. Fields serves as Trustee and managing member, making it a related party to the reporting person.

Stakeholder Impact

• Shareholders: A minor reduction in the total insider ownership percentage, though the pre-planned and charitable nature of the sales may alleviate concerns about management's confidence in the company.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request from the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

This Form 4 reports pre-planned insider sales for charitable purposes, which is a neutral event for the company's operational outlook. It does not provide new information warranting a change in investment thesis or a re-evaluation of the company's fundamentals. Investors should maintain their current position based on broader company performance and market conditions.

Keywords

ReposiTrak, TRAK, Randall K. Fields, insider trading, Form 4, stock sale, 10b5-1 plan, charitable giving, CEO, director, 10% owner