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 November 2025 under a pre-arranged 10b5-1 trading plan for charitable commitments.

Summary

• Randall K. Fields, Chief Executive Officer, Director, and 10% Owner of ReposiTrak, Inc. [TRAK], reported the sale of 7,500 shares of common stock.
• The sales occurred on November 17, 2025 (1,000 shares), November 19, 2025 (4,500 shares), and November 20, 2025 (2,000 shares).
• The shares were sold at weighted average prices of $14.807, $14.0109, and $13.4659, respectively.
• These transactions 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.
• Following these transactions, Mr. Fields continues to beneficially own 3,683,955 shares of common stock directly and 984,890 shares indirectly through various entities (Riverview Financial Corp., Fields Management, Inc.) and his spouse.
• Mr. Fields also indirectly owns 229,262 shares of Series B Preferred Stock through Riverview Financial Corp. and 5,320 shares through his spouse.

Sentiment

Score: 5

Explanation: The filing reports routine insider sales executed under a pre-arranged 10b5-1 plan for charitable purposes, which is generally viewed as a neutral event rather than a signal of management's confidence or lack thereof in the company's future performance.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured and transparent approach to insider transactions.
• The stated purpose of the sales is to meet charitable commitments, which provides a non-speculative reason for the disposition of shares.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived by the market as a reduction in management's direct stake in the company.

Future Outlook

No future outlook or guidance is provided in this insider transaction report.

Management Comments

• The reported sales 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 reports an individual insider transaction and does not provide information related to broader industry trends or competitors.

Stakeholder Impact

• Shareholders may note the reduction in direct beneficial ownership by the CEO, although the pre-arranged nature and stated charitable purpose of the sales may mitigate negative sentiment.

Key Dates

Keywords

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