Form 4: ReposiTrak CEO Sells Shares for Charity

ReposiTrak CEO Randall K. Fields sold 7,500 shares of common stock for $14.9711 per share through a pre-arranged 10b5-1 trading plan to fulfill charitable commitments.

Summary

• Randall K. Fields, Chief Executive Officer, Director, and 10% Owner of ReposiTrak, Inc. (TRAK), reported a sale of common stock.
• The transaction involved the disposition of 7,500 shares of common stock on October 7, 2025.
• The shares were sold at a weighted average price of $14.9711, with individual transactions ranging from $14.16 to $15.21.
• The sale was executed indirectly by RK Fields Charitable 2022, LLC, pursuant to a Rule 10b5-1 trading plan adopted by Mr. Fields as Trustee of the 2022 RK Fields Charitable Remainder Unitrust.
• The purpose of the trading plan was to enable Mr. Fields to meet some of his charitable commitments.
• Following the transaction, Mr. Fields beneficially owns 3,683,955 shares directly and 1,029,570 shares indirectly through various entities and his spouse, including 50,000 shares via RK Fields Charitable 2022, LLC.
• Additionally, Mr. Fields indirectly owns 296,394 shares of Series B Preferred Stock through Riverview Financial Corp. and his spouse.

Sentiment

Score: 5

Explanation: The sale was executed under a pre-arranged 10b5-1 plan for charitable purposes, indicating a planned personal financial event rather than a reaction to company-specific news. This makes the transaction largely neutral in terms of company sentiment.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned personal financial event rather than a reaction to recent company performance or news.
• The stated reason for the sale is to fulfill charitable commitments, which can be viewed positively regarding the executive's philanthropic activities.

Negatives

• An insider sale, even for charitable reasons, reduces the executive's direct equity stake in the company, which some investors might interpret as a slight reduction in alignment of interests.

Future Outlook

This filing is a report of an insider stock transaction 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.

Industry Context

This Form 4 filing details a specific insider transaction and does not provide information relevant to broader industry trends or competitive landscape analysis.

Related Party Transactions

• The sale was conducted by RK Fields Charitable 2022, LLC, an entity where Randall K. Fields serves as Trustee and managing member, making it a transaction involving a related party to the CEO.

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, which is generally neutral given the pre-planned and charitable nature of the sale. It does not signal a lack of confidence in the company.

Key Dates

Recommendation

The transaction is a pre-scheduled sale under a Rule 10b5-1 plan for charitable commitments, not indicative of a change in the company's fundamental outlook or the executive's confidence. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

ReposiTrak, TRAK, Randall K. Fields, insider trading, Form 4, stock sale, 10b5-1 plan, CEO, common stock, beneficial ownership, charitable commitments