FIELDS RANDALL K 4

What Happened

• CEO Randall K. Fields reported two sales of ReposiTrak stock: 2,500 shares sold on 2026-02-02 at a weighted average price of $11.01 for $27,515, and 5,000 shares sold on 2026-02-04 at a weighted average price of $10.47 for $52,349. Total proceeds were about $79,864. These were outright sales (S), not purchases.

Key Details

• Transaction dates and prices:
  • 2026-02-02: 2,500 shares sold, weighted avg price $11.01 (prices in range $11.00–$11.01) — $27,515 (footnote F2).
  • 2026-02-04: 5,000 shares sold, weighted avg price $10.47 (prices in range $10.40–$10.58) — $52,349 (footnote F3).
• Total shares sold: 7,500; total proceeds: ~$79,864.
• Shares owned after the transactions: Not disclosed in the information you provided.
• Notable footnote: Sales were executed automatically under a Rule 10b5-1 trading plan established by Fields in his capacity as Trustee of the 2022 RK Fields Charitable Remainder Unitrust to meet charitable commitments (footnote F1).
• Weighted-average pricing: Filing reports weighted averages and notes the ranges; the filer will provide per-price breakdowns upon request to the issuer, shareholders, or SEC staff.
• Filing timeliness: Form 4 filed 2026-02-04 reporting transactions on 2026-02-02; no late filing flag indicated in the provided details.

Context

• The sales were executed under a pre-established 10b5-1 plan tied to charitable commitments, which typically means trades are automatic and do not necessarily reflect the insider’s current view of the company. Sales are common and, unlike purchases, are less often interpreted by investors as a bullish signal.