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

ReposiTrak, Inc. CEO Randall K. Fields sold 7,500 shares of common stock for charitable commitments via a Rule 10b5-1 plan.

Summary

• Randall K. Fields, Chief Executive Officer, Director, and 10% Owner of ReposiTrak, Inc. [TRAK], reported a direct sale of common stock.
• On December 16, 2025, Mr. Fields sold 7,500 shares of ReposiTrak common stock.
• The shares were sold at a weighted average price of $13.2977 per share, with individual transaction prices ranging from $13.15 to $13.46.
• This transaction was executed automatically pursuant to a pre-arranged Rule 10b5-1 trading plan.
• The trading plan was established by Mr. Fields, in his capacity as Trustee of the 2022 RK Fields Charitable Remainder Unitrust, to fulfill charitable commitments.
• Following this transaction, Mr. Fields directly beneficially owns 3,483,955 shares of Common Stock.
• Indirect beneficial ownership includes 175,000 shares via RK Fields Charitable 2022, LLC, 615,260 shares via Riverview Financial Corp., 30,667 shares via his Spouse, and 333,643 shares via Fields Management, Inc.
• Mr. Fields also indirectly beneficially owns 229,262 shares of Series B Preferred Stock via Riverview Financial Corp. and 5,320 shares of Series B Preferred Stock via his Spouse.

Sentiment

Score: 5

Explanation: The sale of shares by the CEO is under a pre-arranged Rule 10b5-1 plan for charitable commitments. This context typically mitigates negative sentiment associated with insider sales, as it is not indicative of a change in management's outlook on the company's performance or an opportunistic market timing decision.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured and compliant approach to insider transactions rather than opportunistic trading.
• The stated purpose of the sale is to meet charitable commitments, which provides a non-market-timing rationale for the transaction.

Negatives

• The transaction represents a reduction in the direct beneficial ownership of common stock by a key executive and significant shareholder, Randall K. Fields, by 7,500 shares.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic 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 insider transaction report is specific to ReposiTrak, Inc. and its CEO. It does not provide information directly related to broader industry trends or competitive landscape analysis.

Related Party Transactions

• The sale was executed by Randall K. Fields in his capacity as Trustee of the 2022 RK Fields Charitable Remainder Unitrust, which is the managing member of RK Fields Charitable 2022, LLC, indicating a transaction involving a related charitable entity.
• Indirect beneficial ownership is reported through entities such as RK Fields Charitable 2022, LLC, Riverview Financial Corp., Fields Management, Inc., and his spouse.

Stakeholder Impact

• Shareholders: The sale of 7,500 shares by the CEO represents a minor reduction of his direct stake but is unlikely to significantly impact the overall share structure or market perception given the 10b5-1 plan and charitable purpose.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this insider transaction report.

Key Dates

Keywords

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