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

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

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 two transactions on January 20, 2026, and January 21, 2026.
• 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 purpose of the trading plan was to enable Mr. Fields to meet some of his charitable commitments.
• On January 20, 2026, 2,500 shares were sold at a weighted average price of $10.9697 per share, with prices ranging from $10.87 to $11.01.
• On January 21, 2026, 5,000 shares were sold at a weighted average price of $10.9106 per share, with prices ranging from $10.8356 to $10.99.
• Following these transactions, Mr. Fields directly beneficially owns 3,483,955 shares of common stock.
• Indirect beneficial ownership includes 142,500 shares of common stock (via RK Fields Charitable 2022, LLC after the first sale), 137,500 shares of common stock (via RK Fields Charitable 2022, LLC after the second sale), 615,260 shares of common stock (via Riverview Financial Corp.), 30,667 shares of common stock (via Spouse), and 333,643 shares of common stock (via Fields Management, Inc.).
• Mr. Fields also indirectly beneficially owns 169,797 shares of Series B Preferred Stock (via Riverview Financial Corp.) and 3,704 shares of Series B Preferred Stock (via Spouse).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can sometimes be viewed negatively, the execution under a pre-arranged 10b5-1 plan for charitable purposes mitigates any concerns about a lack of confidence in the company. It represents a routine, planned transaction rather than a reactive one.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, which demonstrates transparency and helps mitigate concerns about insider trading.
• The stated purpose of the sales is to meet charitable commitments, which can be viewed positively.

Negatives

• Insider selling, even when pre-planned, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence, although the charitable purpose and 10b5-1 plan mitigate this.

Risks

• No specific risks are mentioned in this Form 4 filing beyond the general market perception of insider selling.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

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

Insider transactions, particularly those executed under Rule 10b5-1 plans, are a routine aspect of corporate governance for executives and significant shareholders. Such plans are widely used across industries to allow insiders to sell shares transparently and avoid accusations of trading on material non-public information. The charitable purpose for the sale is also a common reason for such plans.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for insider stock sales is a standard and recommended practice for corporate executives and directors across all industries. This mechanism is widely adopted by companies like Apple, Microsoft, and Amazon to ensure compliance with insider trading regulations and provide transparency.
• The volume of shares sold (7,500 shares) represents a small fraction of Randall K. Fields' total beneficial ownership (over 4.5 million common shares and over 170,000 preferred shares), which is typical for routine, pre-planned sales and does not suggest a significant change in his overall investment posture, similar to how executives at comparable mid-cap technology companies might manage their equity holdings.

Related Party Transactions

• The sales were conducted by Randall K. Fields in his capacity as Trustee of the 2022 RK Fields Charitable Remainder Unitrust, the managing member of RK Fields Charitable 2022, LLC, which is a related entity to the reporting person.

Stakeholder Impact

• Shareholders: May observe the insider sale, but the 10b5-1 plan and charitable purpose should alleviate concerns about management's confidence in the company. The impact on share price is likely minimal due to the routine nature and relatively small volume compared to total holdings.
• Employees: No direct impact mentioned.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request to the Issuer, any security holder, or the SEC staff.

Key Dates

Recommendation

The filing details a routine, pre-scheduled insider sale of common stock by the CEO under a Rule 10b5-1 plan for charitable purposes. This transaction does not reflect a change in the company's fundamentals or the CEO's long-term view, thus a 'hold' recommendation is appropriate as no new material information warrants a change in investment strategy. The volume of shares sold is not significant enough to suggest a shift in the insider's overall investment in the company.

Keywords

ReposiTrak, TRAK, Randall K. Fields, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, CEO, Director, 10% Owner, Common Stock, Charitable Giving