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

ReposiTrak CEO Randall K. Fields sold 7,000 shares of common stock through a charitable entity under a Rule 10b5-1 trading plan.

Summary

• Randall K. Fields, Chief Executive Officer, Director, and 10% Owner of ReposiTrak, Inc., reported the sale of 7,000 shares of common stock.
• The sales were executed through RK Fields Charitable 2022, LLC, pursuant to a pre-arranged Rule 10b5-1 trading plan.
• On September 22, 2025, 3,000 shares were sold at a weighted average price of $17.5775 per share, with prices ranging from $17.3534 to $17.65.
• On September 23, 2025, an additional 4,000 shares were sold at a weighted average price of $17.3856 per share, with prices ranging from $17.17 to $17.60.
• The trading plan was established to enable Mr. Fields to meet charitable commitments.
• Following these transactions, Mr. Fields directly beneficially owns 3,683,955 shares of common stock.
• Indirect beneficial ownership through RK Fields Charitable 2022, LLC decreased to 65,000 shares of common stock after the second transaction.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive to neutral. While an insider sale reduces ownership, the execution under a pre-planned 10b5-1 program for charitable purposes mitigates any negative signal typically associated with insider selling, suggesting a non-discretionary transaction rather than a lack of confidence in the company's future.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a non-discretionary transaction rather than a reaction to new market information.
• The stated purpose of the sales was to fulfill charitable commitments, reflecting philanthropic activity by the CEO.

Negatives

• The transactions represent a reduction of 7,000 shares in the indirect beneficial ownership of common stock through RK Fields Charitable 2022, LLC.

Future Outlook

N/A

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 insider transaction report does not provide information directly related to broader industry trends or competitors.

Related Party Transactions

• Sales of common stock totaling 7,000 shares were executed through RK Fields Charitable 2022, LLC, an entity where Randall K. Fields serves as Trustee of the managing member (2022 RK Fields Charitable Remainder Unitrust).

Stakeholder Impact

• Shareholders receive transparency regarding insider holdings and transactions, which were conducted under a pre-planned, non-discretionary arrangement.
• The transactions do not indicate any direct impact on employees, customers, suppliers, or creditors.

Key Dates

Recommendation

The filing details a pre-planned insider sale for charitable purposes under a Rule 10b5-1 plan. Such transactions are generally considered non-discretionary and do not typically signal a change in management's outlook on the company's prospects. Therefore, this specific filing alone does not provide sufficient new information to warrant a change from a 'hold' recommendation, as it does not suggest a fundamental shift in the company's value or performance.

Keywords

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