Form 4: ReposiTrak CEO Sells Shares Under 10b5-1 Plan

ReposiTrak CEO Randall K. Fields sold 7,500 shares of common stock across three transactions in mid-September 2025, executed under a pre-arranged 10b5-1 trading plan for charitable commitments.

Summary

• Randall K. Fields, CEO, Director, and 10% Owner of ReposiTrak, Inc. (TRAK), reported the sale of common stock.
• A total of 7,500 shares of common stock were sold across three separate transactions on September 15, 16, and 17, 2025.
• The sales were executed automatically pursuant to a Rule 10b5-1 trading plan adopted by Mr. 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 Mr. Fields to meet some of his charitable commitments.
• The shares were sold at weighted average prices ranging from $17.0026 to $17.2325 per share.
• Following these transactions, Mr. Fields continues to beneficially own 3,683,955 shares directly and 1,051,890 shares indirectly through various entities and his spouse, including 72,000 shares indirectly through RK Fields Charitable 2022, LLC.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's an insider sale, it was pre-planned under a 10b5-1 plan for charitable purposes, which mitigates typical negative perceptions of insider selling. The amount sold is also a small fraction of the insider's total holdings.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured and pre-determined approach rather than a discretionary sale.
• The stated purpose of the sales is to meet charitable commitments, which can be viewed positively regarding corporate social responsibility.

Negatives

• The transactions represent insider selling by a key executive and significant shareholder, which can sometimes be perceived negatively by investors, regardless of the reason.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

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 filing reports an individual insider transaction and does not provide broader industry context or trends.

Related Party Transactions

• The reported sales were executed by RK Fields Charitable 2022, LLC, an entity where Randall K. Fields serves as Trustee and managing member.
• Randall K. Fields holds indirect beneficial ownership of common stock through Riverview Financial Corp. (615,260 shares), his Spouse (30,667 shares), and Fields Management, Inc. (333,643 shares).
• Randall K. Fields also holds indirect beneficial ownership of Series B Preferred Stock through Riverview Financial Corp. (531,432 shares) and his Spouse (12,322 shares).

Stakeholder Impact

• Shareholders may note the insider selling activity, though the pre-planned charitable nature may temper concerns.
• The company's reputation may benefit from the disclosure of charitable commitments by its CEO.

Key Dates

Recommendation

The insider sale, while by a key executive, was executed under a pre-arranged 10b5-1 plan for charitable purposes and represents a relatively small portion of the insider's total beneficial ownership. This transaction does not indicate a fundamental shift in the company's prospects or the insider's long-term confidence, thus warranting a 'hold' recommendation rather than a 'sell' or 'strong sell'.

Keywords

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