FIELDS RANDALL K 4

What Happened Randall K. Fields, CEO of ReposiTrak, sold a total of 7,500 shares of TRAK in two transactions: 2,500 shares on 2026-01-20 at a weighted average price of $10.97 (proceeds $27,424) and 5,000 shares on 2026-01-21 at a weighted average price of $10.91 (proceeds $54,553). Total reported proceeds were approximately $81,977. These were sales (not purchases or option exercises) and were executed under a pre-established trading arrangement.

Key Details

• Transaction dates and reported prices:
  • 2026-01-20: 2,500 shares @ $10.97 (weighted avg; prices in that batch ranged from $10.8356 to $10.99 per footnote)
  • 2026-01-21: 5,000 shares @ $10.91 (weighted avg; prices in that batch ranged from $10.87 to $11.01 per footnote)
• Total proceeds: ~$81,977.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes:
  • F1: Sales occurred automatically under a Rule 10b5-1 trading plan adopted by Mr. Fields in his capacity as Trustee of a charitable remainder unitrust to meet charitable commitments.
  • F2/F3: Reported prices are weighted averages; the filing states the shares were sold in multiple trades across the price ranges above and that the reporting person will provide a detailed breakdown on request.
• Filing timeliness: Form 4 was filed 2026-01-22 for transactions on 2026-01-20 and 01-21 — within the usual 2-business-day reporting window (no late-filing indication).

Context Sales made under a Rule 10b5-1 plan are pre‑scheduled and often reflect planned liquidity or charitable/tax needs rather than an insider’s changing view of the company. For retail investors, purchases by insiders typically carry more weight as a positive signal; routine, prearranged sales like this are common and should be interpreted cautiously.