ReposiTrak, Inc.

Item 1.01 Entry into a Material Definitive Agreement. See Item 5.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 18, 2026, ReposiTrak, Inc. (the “Company”) entered into an Executive Employment Agreement (the “Employment Agreement”) with John R. Merrill, the Company’s Chief Financial Officer and Principal Accounting Officer, effective August 18, 2026. The Employment Agreement provides for an initial three-year term, with automatic one-year renewals, and an annual base salary of $325,000, retroactive to May 16, 2026. Mr. Merrill is eligible for an annual performance bonus with a target opportunity equal to 60% of his then-current base salary and, subject to certain conditions, a minimum annual bonus equal to 30% of his target bonus. Mr. Merrill will also receive 75,000 shares of restricted common stock under the Company’s equity incentive plan, vesting in four equal annual installments beginning on the first anniversary of the effective date, subject to the terms of the Employment Agreement and the applicable equity plan and award agreement. If Mr. Merrill is terminated without Cause or resigns for Good Reason, subject to the conditions set forth in the Employment Agreement, he will be entitled to nine months of base salary, immediate vesting of all unvested equity awards or, at his election, continued vesting during the nine-month severance period, nine months of COBRA coverage or reimbursement thereto, any earned but unpaid annual bonus, and a prorated annual bonus for the year of termination. The Employment Agreement also provides for double-trigger protection in connection with a qualifying termination following a Change in Control. The foregoing description of the Employment Agreement is a summary and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.