Entry into a Material Definitive Agreement. See

CFO — John R. Merrill: The filing discloses the execution of a new employment agreement and compensation terms for the sitting CFO, which is a compensatory arrangement rather than a departure or change in personnel.

Entry into a Material Definitive Agreement. On July 1, 2026 (the “ Closing Date ”), ReposiTrak, Inc. (the “ Company ”) entered into Stock Purchase Agreements with William Bartels (“ Bartels ”) and WHB Services, Inc. Incentive Savings Plan and Trust (“ WHB ”) (together, the “ Agreements ”). Under the terms of the Agreements, on the Closing Date, the Company is to be issued an aggregate of 4,709,837 shares of common stock (the “ SPAR Shares ”) of SPAR Group, Inc., a Delaware corporation (“ SPAR…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On July 1, 2026, the Company issued to Bartels an unsecured promissory note in the principal amount of $2,571,885 (the “ Note ”) in consideration for the issuance of the SPAR Shares. The Note bears interest at 6.0% per annum and matures on the fourth anniversary of its issuance. Principal is payable in annual cash installments of $725,000, together with all accrued and unpaid int…

Other Events. On June 18, 2026, ReposiTrak, Inc. (the “ Company ”) issued a press release to announce the declaration of a quarterly cash dividend of $0.02 per share ($0.08 per share annually) of the Company's common stock, par value $0.01 per share, payable on or about August 14, 2026 to stockholders of record on June 30, 2026. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 for Form 8-K, the information i…

Other Events. On March 29, 2026, ReposiTrak, Inc. (the “ Company ”) entered into an amendment (the “ Amendment ”) to that certain Services Agreement dated March 13, 2026 (the “ Agreement ”) by and between the Company and SPAR Group, Inc. (the “ Client ”), which Agreement was entered into in the ordinary course of business. Under the terms of the Agreement, the Company agreed to provide certain services the (“ Services ”) to the Client for a one-year term beginning March 13, 2026. In accordanc…

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference…

Other Events. On March 20, 2026, ReposiTrak, Inc. (the “ Company ”) issued a press release to announce the declaration of a quarterly cash dividend of $0.02 per share ($0.08 per share annually) of the Company's common stock, par value $0.01 per share, payable on or about May 15, 2026 to stockholders of record on March 31, 2026. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 for Form 8-K, the information in…

Entry into a Material Definitive Agreement. On March 16, 2026 (the “ Effective Date ”), PC Group, Inc. (“ PC Group ”), a subsidiary of ReposiTrak, Inc. (the “ Company ”), executed and funded a Senior Unsecured Promissory Note (the “ Note ”) with SPAR Marketing Force, Inc. (the “ Borrower ”), pursuant to which PC Group provided the Borrower with a loan facility in an aggregate principal amount of up to $4,000,000. The transaction is part of a strategic commercial relationship between the Compa…

Director — James Gillis: James Gillis was appointed as a member of the Board of Directors and joined the Audit and Compensation Committees.

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference…

Other Events. On December 19, 2025, ReposiTrak, Inc. (the “ Company ”) issued a press release to announce the declaration of a quarterly cash dividend of $0.02 per share ($0.08 per share annually) of the Company's common stock, par value $0.01 per share, payable on or about February 13, 2026 to stockholders of record on December 31, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 for Form 8-K, the inf…

Other Events. On December 4, 2025, ReposiTrak, Inc. (the “ Company ”) issued a press release announcing that its Board of Directors has approved a new 10B5-1 share repurchase program, authorizing the repurchase of up to $2 million of the Company's common stock. This 10B5-1 is included in the previously approved share repurchase program of up to $21 million, of which $7.6 million remains to be repurchased under the current authorization effective December 1, 2025. A copy of the press release i…

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference…

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference…

Other Events. On September 19, 2025, ReposiTrak, Inc. (the “ Company ”) issued a press release to announce the declaration of a quarterly cash dividend of $0.02 per share ($0.08 per share annually) of the Company's common stock, par value $0.01 per share, payable on or about November 14, 2025 to stockholders of record on September 30, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 for Form 8-K, the i…

Other Events. On June 20, 2025, ReposiTrak, Inc. (the “ Company ”) issued a press release to announce the declaration of a quarterly cash dividend of $0.01815 per share ($0.0726 per share annually) of the Company's common stock, par value $0.01 per share, payable on or about August 14, 2025 to stockholders of record on June 30, 2025. The Company also announced that the Board of Directors approved a 10% increase to its quarterly cash dividend, or an increase to $0.02 per quarter ($0.08 annuall…

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference…

Other Events. On March 21, 2025, ReposiTrak, Inc. (the “ Company ”) issued a press release to announce the declaration of a quarterly cash dividend of $0.01815 per share ($0.0726 per share annually) of the Company's common stock, par value $0.01 per share, payable on or about May 15, 2025 to stockholders of record on March 31, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 for Form 8-K, the informati…

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference…

Other Events. On December 16, 2024, ReposiTrak, Inc. (the “ Company ”) issued a press release to announce the declaration of a quarterly cash dividend of $0.01815 per share ($0.0726 per share annually) of the Company's common stock, par value $0.01 per share, payable on or about February 13, 2025 to stockholders of record on December 31, 2024. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 for Form 8-K, th…

Material Modifications to Rights of Security Holders. The information set forth in

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference…

In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibits 99.1, shall not be deemed “ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such f…

Other Events. On September 19, 2024, ReposiTrak, Inc. (the “ Company ”) issued a press release to announce the declaration of a quarterly cash dividend of $0.0165 per share ($0.066 per year) of the Company's common stock, par value $0.01 per share, payable on or about November 13, 2024 to stockholders of record on September 30, 2024. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 for Form 8-K, the informat…