ReposiTrak Boosts Dividend, Eyes Food Traceability Market

TL;DR

**TRAK is a buy; the dividend hike and extended FSMA 204 deadline give them a clear path to dominate food traceability.**

AI Summary

ReposiTrak, Inc. (TRAK) reported a robust fiscal year ending June 30, 2025, marked by strategic growth in its SaaS B2B e-commerce, compliance, and supply chain management platform. The company declared a quarterly cash dividend of $0.01815 per share on June 20, 2025, representing an annual yield of approximately 0.37% based on June 30, 2025 closing prices. This dividend is set to increase by 10% to $0.02 per quarter ($0.08 annually) starting November 14, 2025, marking the third such increase. A significant business driver is the Food Safety Modernization Act Section 204(d) (FSMA 204) and USDA SOE, which mandates traceability for high-risk foods, though the compliance deadline was extended by 30 months to July 20, 2028. ReposiTrak's Traceability Network (RTN) is positioned to capitalize on this, connecting thousands of supplier and retail locations. The company's market value of non-affiliate common stock was approximately $254,345,000 as of December 31, 2024, with 18,283,903 shares outstanding as of September 29, 2025. No single customer accounted for more than 10% of total revenue in fiscal year 2025, indicating diversified revenue streams.

Why It Matters

ReposiTrak's focus on food safety compliance and supply chain efficiency positions it strongly within a critical and evolving regulatory landscape. The extension of the FSMA 204 deadline to July 20, 2028, provides a longer runway for ReposiTrak to onboard clients to its Traceability Network, potentially increasing its market share against competitors who may be slower to adapt. For investors, the consistent dividend increases, including the upcoming 10% hike to $0.02 per quarter, signal financial stability and a commitment to shareholder returns. Employees and customers benefit from enhanced food safety and streamlined supply chain operations, which can lead to greater trust and operational efficiencies across the broader food retail sector.

Risk Assessment

Risk Level: low — The risk level is low due to ReposiTrak's established position in a growing regulatory-driven market and its diversified customer base. No single customer exceeded 10% of total revenue in fiscal year 2025, mitigating customer concentration risk. Furthermore, the company's consistent dividend increases, with the latest 10% hike to $0.02 per quarter, demonstrate financial health and a commitment to shareholder returns.

Analyst Insight

Investors should consider initiating or increasing a position in TRAK, given its strong positioning in the food traceability market driven by FSMA 204 and its consistent dividend growth. The extended compliance deadline provides a longer period for the company to expand its ReposiTrak Traceability Network, potentially leading to increased recurring revenue.

Key Numbers

• $0.01815 — Quarterly cash dividend per share (Declared on June 20, 2025, paid August 14, 2025)
• $0.0726 — Annual dividend per share (Based on the June 20, 2025 declaration)
• 0.37% — Annual dividend yield (Based on June 30, 2025 closing prices)
• 10% — Dividend increase (Starting November 14, 2025, increasing to $0.02 per quarter)
• $0.02 — New quarterly cash dividend per share (Effective November 14, 2025)
• $0.08 — New annual dividend per share (Effective November 14, 2025)
• July 20, 2028 — Extended FSMA 204 compliance deadline (Extended by 30 months from original date)
• $254,345,000 — Aggregate market value of non-affiliate common stock (As of December 31, 2024)
• 18,283,903 — Shares of common stock outstanding (As of September 29, 2025)
• 24 hours — Timeframe for FDA data retrieval (Required for FSMA 204 traceability data records)

Key Players & Entities

• ReposiTrak, Inc. (company) — registrant
• TRAK (company) — trading symbol
• New York Stock Exchange (regulator) — exchange where common stock is registered
• Securities and Exchange Commission (regulator) — filing recipient
• Randall K. Fields (person) — Chief Executive Officer
• United States Food & Drug Administration (regulator) — agency behind FSMA 204
• Food Safety Modernization Act Section 204(d) (regulator) — key regulation driving business
• Leavitt Partners, LP (company) — former owner of ReposiTrak interest
• Prescient Applied Intelligence, Inc. (company) — acquired company
• Mrs. Fields Cookies (company) — genesis of company's technology

FAQ

Risk Factors

• Uncertainty of Continued Revenue Growth and Profitability [medium — financial]: While ReposiTrak experienced year-over-year growth and generated net income of $6,978,127 for the year ended June 30, 2025 (compared to $5,598,290 for FY2024), there is no guarantee of continued revenue growth or future profitability. If the company incurs operating losses, its current cash resources will be depleted, negatively impacting the long-term value of its common stock.
• Dependence on Key Personnel [high — operational]: The company's operations are heavily reliant on its founder and CEO, Randall K. Fields. The loss of his services could have a materially adverse effect on the business, as investors depend on his management decisions.
• Marketing Strategy Failure Risk [medium — market]: ReposiTrak's marketing strategy focuses on subscription-based services and connecting suppliers to retail and wholesale 'Hubs'. If this strategy fails to gain traction or sustain growth, it could negatively impact revenue and operations.
• Fluctuations in Operating Results [medium — financial]: Quarterly and annual operating results may fluctuate due to the unpredictable nature of sales, particularly from monthly subscriptions and professional services for new customers. This makes future performance difficult to predict.

Industry Context

ReposiTrak operates in the B2B e-commerce, compliance, and supply chain management software sector, with a particular focus on food safety and traceability. The industry is increasingly shaped by regulatory mandates like FSMA 204, which compel businesses to adopt advanced tracking solutions. Competitors likely offer similar SaaS platforms, but ReposiTrak's established network and focus on compliance document management and traceability position it to capitalize on these evolving requirements.

Regulatory Implications

The extended FSMA 204 compliance deadline to July 20, 2028, provides a longer runway for ReposiTrak to onboard customers and fully implement its traceability solutions. However, the underlying regulatory pressure for enhanced food safety and traceability remains, creating a sustained demand for the company's services.

What Investors Should Do

1. Monitor FSMA 204 adoption rates
2. Evaluate dividend growth sustainability
3. Assess key personnel risk mitigation
4. Track customer acquisition and retention

Key Dates

• 2025-06-20: Board declared quarterly cash dividend — Initiated a quarterly cash dividend of $0.01815 per share, signaling financial health and commitment to shareholder returns.
• 2025-08-14: Quarterly cash dividend paid — Shareholders received the declared dividend, demonstrating consistent payout practices.
• 2025-11-14: Dividend increase effective — The quarterly dividend will increase by 10% to $0.02 per share, marking the third increase and reinforcing positive investor sentiment regarding growth and profitability.
• 2028-07-20: Extended FSMA 204 compliance deadline — Provides an additional 30 months for compliance with food traceability regulations, allowing ReposiTrak more time to fully leverage its Traceability Network (RTN) for this mandate.
• 2024-12-31: Aggregate market value of non-affiliate common stock reported — Indicates a market capitalization of $254,345,000 as of this date, providing a valuation benchmark.
• 2025-09-29: Shares of common stock outstanding reported — Confirms 18,283,903 shares outstanding, a key figure for per-share calculations and market cap analysis.

Glossary

SaaS

Software-as-a-Service, a software distribution model where a third-party provider hosts applications and makes them available to customers over the Internet. (ReposiTrak operates its platform as a SaaS, indicating a recurring revenue model and scalability.)

B2B

Business-to-Business, a type of commerce transaction that occurs between two businesses. (ReposiTrak's platform serves businesses (retailers, wholesalers, suppliers) rather than individual consumers.)

FSMA 204

Food Safety Modernization Act Section 204(d) - Traceability for High-Risk Foods, a final rule by the FDA requiring enhanced traceability for specific high-risk food products. (This regulation is a significant business driver for ReposiTrak's traceability solutions, creating demand for its services.)

KDEs

Key Data Elements, specific pieces of information required by the FDA for traceability under FSMA 204. (ReposiTrak's platform is designed to capture, create, and share these critical data elements.)

CTE

Critical Tracking Event, specific points in the supply chain where traceability data must be recorded and shared under FSMA 204. (ReposiTrak's network facilitates the tracking of products through these critical events.)

FTL

Food Traceability List, a list of 16 food product categories identified by the FDA as high-risk for foodborne illness. (Products within these categories are subject to FSMA 204 traceability requirements, driving demand for ReposiTrak's services.)

Year-Over-Year Comparison

ReposiTrak has demonstrated positive financial momentum, with net income increasing from $5,598,290 in the year ended June 30, 2024, to $6,978,127 in the year ended June 30, 2025. The company also continues its commitment to shareholder returns, with a planned 10% increase in its quarterly dividend, indicating confidence in sustained profitability. No new significant risks appear to have emerged, but existing risks related to market strategy and key personnel remain relevant.

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 Par Value TRAK New York Stock Excha
• $22.13 — ly $ 254,345,000 (at a closing price of $22.13 per share). As of September 29, 2025,
• $0.01815 — ) declared a quarterly cash dividend of $0.01815 per share ($0.0726 per year), payable t
• $0.0726 — ly cash dividend of $0.01815 per share ($0.0726 per year), payable to shareholders of r
• $0.02 — arterly cash dividend, or a dividend of $0.02 per quarter ($0.08 annually). This repr
• $0.08 — nd, or a dividend of $0.02 per quarter ($0.08 annually). This represents the third in
• $6,978,127 — gatively affected. We had net income of $6,978,127 for the year ended June 30, 2025, compa
• $5,598,290 — e 30, 2025, compared to a net income of $5,598,290 for the year ended June 30, 2024. Altho

Filing Documents

• trak20250930_10k.htm (10-K) — 1541KB
• ex_828226.htm (EX-23.1) — 3KB
• ex_828227.htm (EX-31.1) — 11KB
• ex_828228.htm (EX-31.2) — 11KB
• ex_828229.htm (EX-32.1) — 6KB
• ex_828230.htm (EX-97) — 27KB
• b01.jpg (GRAPHIC) — 10KB
• b02.jpg (GRAPHIC) — 11KB
• b03.jpg (GRAPHIC) — 4KB
• 0001437749-25-030050.txt ( ) — 7673KB
• trak-20250630.xsd (EX-101.SCH) — 64KB
• trak-20250630_cal.xml (EX-101.CAL) — 56KB
• trak-20250630_def.xml (EX-101.DEF) — 427KB
• trak-20250630_lab.xml (EX-101.LAB) — 383KB
• trak-20250630_pre.xml (EX-101.PRE) — 466KB
• trak20250930_10k_htm.xml (XML) — 1250KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 5 Item 1B. Unresolved Staff Comments 12 Item 1C. Cybersecurity 12 Item 2.

Properties

Properties 12 Item 3.

Legal Proceedings

Legal Proceedings 12 Item 4. Mine Safety Disclosures 12 PART II Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12 Item 6. [Reserved] 14 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 22 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 22 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 22 Item 9A.

Controls and Procedures

Controls and Procedures 22 Item 9B. Other Information 23 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 23 PART III Item 10. Directors, Executive Officers and Corporate Governance 23 Item 11.

Executive Compensation

Executive Compensation 23 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 23 Item 13. Certain Relationships and Related Transactions, and Director Independence 23 Item 14. Principal Accounting Fees and Services 23 PART IV Item 15. Exhibits, Financial Statement Schedules 23

Signatures

Signatures 26 Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of June 30, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024 F-4 Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended June 30, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024 F-6

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements F-7 Exhibit 31 Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32 Certifications pursuant to 18 U.S.C. Sec. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this " Annual Report " ) contains forward-looking statements. The words or phrases " would be, " " will allow, " " intends to, " " will likely result, " " are expected to, " " will continue, " " is anticipated, " " estimate, " " project, " or similar expressions are intended to identify " forward-looking statements. " Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties, including the risk factors set forth below and elsewhere in this Annual Report. See " Risk Factors " and " Management ' s Discussion and Analysis of Financial Condition and Results of Operations. " Statements made herein are as of the date of the filing of this Annual Report with the Securities and Exchange Commission and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement. 1 Table of Contents PART I ITEM I.

BUSINESS

BUSINESS Overview ReposiTrak, Inc., a Nevada corporation (" ReposiTrak ", " We ", " us ", "our" or the " Company ") is a Software-as-a-Service (" SaaS ") which operates a business-to-business (" B2B ") e-commerce, compliance & traceability, and supply chain management platform that partners with retailers, wholesalers, distributors and their product suppliers to (a) help them manage specific programs, such as out-of-stock management and scan-based trading; (b) reduce risk in their supply chain by managing compliance documents and data; ensure compliance with new regulatory requirements supporting traceability; and (c) improve product ordering and forecasting in order to accelerate sales, control risks, and improve supply chain efficiencies. Recent Developments Dividend Payment On June 20, 2025, the Board of Directors of ReposiTrak, Inc. (the " Company ") declared a quarterly cash dividend of $0.01815 per share ($0.0726 per year), payable to shareholders of record on June 30, 2025, which was paid to shareholders of record on or about August 14, 2025. Based on the closing prices on June 30, 2025, this represented an annual dividend yield of approximately 0.37%. Beginning with the quarterly cash dividend payable on or about November 14, 2025 to shareholders of record as of September 30, 2025, shareholders will receive a 10% increase in the quarterly cash dividend, or a dividend of $0.02 per quarter ($0.08 annually). This represents the third increase in ReposiTrak's dividend since the dividend was established. Subsequent dividends will be paid within 45 days of each fiscal quarter end. Federal Regulation & Traceability: FSMA 204(d) and USDA SOE In 2020, the United States Food & Drug Administration (" FDA ") announced the "New Era of Smarter Food Safety" blueprint. It "outlines achievable goals to enhance traceability, improve predictive analytics, respond more rapidly to outbreaks, address new business models, reduce contamination of food, and foster the de

RISK FACTORS

RISK FACTORS An investment in our Common Stock is subject to many risks. You should carefully consider the risks described below, together with all of the other information included in this Annual Report, including the financial statements and the related notes, before you decide whether to invest in our Common Stock. Our business, operating results and financial condition could be harmed by any of the following risks. The trading price of our Common Stock could decline due to any of these risks, and you could lose all or part of your investment. Risks Related to the Company Although we have experienced year-over-year growth and generated net income in recent periods, there can be no assurance that our revenue growth will continue or that we will operate profitably in the future. Our marketing strategy emphasizes sales of subscription-based services, instead of annual licenses, and using Spokes to connect to our Hubs. This strategy has resulted in the development of a foundation of retail and wholesale Hubs to which suppliers can be "connected", thereby accelerating future growth. If, however, this marketing strategy fails, revenue and operations will be negatively affected. We had net income of $6,978,127 for the year ended June 30, 2025, compared to a net income of $5,598,290 for the year ended June 30, 2024. Although we generated a year over year increase in net income in the year ended June 30, 2025, there can be no assurance that we will continue to increase net income and/or continue to achieve profitability in future periods. We cannot provide assurance that we will continue to generate revenue or have sustainable profits. If we do not continue to operate profitably in the future, our current cash resources will be used to fund our operating losses. Continued losses would have an adverse effect on the long-term value of our Common Stock and any investment in the Company. Our business is dependent upon the continued services of our founder and Chief E

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