ReposiTrak, Inc.

(Unaudited)

Overview

ReposiTrak, Inc., a Nevada corporation (“ReposiTrak”, “We”, “us”, “our” or the “Company”), is a Software-as-a-Service company (“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.

The Company’s services are grouped inthree application suites:

The Company’s services are delivered though proprietary software products designed, developed, marketed and supported by the Company. These products provide visibility and facilitate improved business processes among all key constituents in the supply chain, starting with the retailer and moving backwards to suppliers and eventually to raw material providers.

The Company provides cloud-based applications and services that address e-commerce, supply chain, food safety, compliance and traceability activities. The principal customers for the Company’s products are household name multi-store food retail chains and restaurants including their suppliers, branded food manufacturers, food wholesalers and distributors, and other food service businesses.

The Company has a hub and spoke business model. The Company is typically engaged by retailers and wholesalers (“Hubs”), which in turn require their suppliers (“Spokes”) to utilize the Company’s services.

On* December 21, 2023,the Company effected a change of its corporate name from Park City Group, Inc. to ReposiTrak, Inc. The Company is incorporated in the State of Nevada and hastwo principal subsidiaries: PC Group, Inc., a Utah corporation (98.76% owned) (“PCG Utah”), and Park City Group, Inc., a Delaware corporation (100% owned) (“PCG Delaware” and together with PCG Utah, the “Subsidiaries”). All intercompany transactions and balances have been eliminated in the Company’s consolidated financial statements, which contain the Company’s results from operations. The Company hasno* business operations separate from the operations conducted through its Subsidiaries.

The Company’s principal executive offices are located at5282 South Commerce Drive, SuiteD292, Murray, Utah84107. Its telephone number is (435)645-2000. Its website address is www.repositrak.com.

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Basis of Financial Statement Presentation

The interim financial information of the Company as of* March 31, 2026* and for thethree andnine months ended* March 31, 2026* is unaudited, and the balance sheet as of* June 30, 2025* is derived from audited financial statements. The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial statements. Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. GAAP. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in the Notes to Financial Statements included in our Annual Report on Form10-K for the year ended* June 30, 2025*. In the opinion of management, all adjustments necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for thethree andnine months ended* March 31, 2026* arenot necessarily indicative of the results that can be expected for the fiscal year ending* June 30, 2026*. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form10-K for the year ended* June 30, 2025*.

Principles of Consolidation

The financial statements presented herein reflect the consolidated financial position of ReposiTrak, Inc. and our subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that materially affect the amounts reported in the consolidated financial statements. Actual results could differ from these estimates. The methods, estimates, and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results it reports in its financial statements. The U.S. Securities and Exchange Commission (“SEC”) has defined the most critical accounting policies as those that are most important to the portrayal of the Company’s financial condition and results and require the Company to make its most difficult and subjective judgments, often because of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company’s most critical accounting policies include revenue recognition, goodwill, other long-lived asset valuations, income taxes, stock-based compensation, and capitalization of software development costs.

Revenue Recognition

The Company recognizes revenue upon the transfer of control of promised goods or services to customers in an amount that reflects the consideration it expects to be entitled to. The Company applies thefive-step model under ASC606 to all customer contracts and evaluates collectability based on customer creditworthiness and historical experience.

Disaggregation of Revenue

The Company disaggregates revenue into the following categories, which depict the nature, timing, and uncertainty of revenue and cash flows:

These categories are consistent with how management evaluates financial performance and how revenue is presented in the financial statements.

Performance Obligations and Transaction Price

Contracts* mayinclude multiple performance obligations. The Company determines whether goods and services are distinct and allocates the transaction price to each performance obligation based on relative standalone selling prices (“SSP”). SSP is based on observable prices when available or estimated using a cost-plus-margin approach and is reassessed periodically. Variable consideration is estimated using either the expected value or most likely amount method, depending on which better predicts the amount of consideration to which the Company expects to be entitled. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized willnot* occur.

Timing of Revenue Recognition

Revenue is recognized either over time or at a point in time, depending on when control transfers:

For arrangements involving software licenses with significant customization or integration, revenue is recognized over time as services are performed.

Measurement of Progress

For performance obligations satisfied over time, the Company recognizes revenue using methods that faithfully depict the transfer of control to the customer, including:

The Company has elected the practical expedient under ASC606-10-55-18 to recognize revenue in the amount to which it has a right to invoice when that amount corresponds directly with the value transferred to the customer.

For fixed-price arrangements where invoicing doesnot reflect value delivered, revenue is recognized based on progress toward completion. Estimates of progress are updated as work is performed, and changes in estimates are recognized in the period identified. Expected losses on contracts are recognized immediately.

Maintenance and support revenue is generally recognized ratably over the contract term.

Principal vs. Agent Considerations

The Company evaluates whether it acts as a principal or an agent in transactions involvingthird-party goods or services. This determination is based on whether the Company controls the specified good or service before it is transferred to the customer.

Key factors considered include primary responsibility for fulfillment, inventory risk, and discretion in establishing pricing. When the Company acts as a principal, revenue is recorded on a gross basis; when acting as an agent, revenue is recorded on a net basis.

Contract Costs

Incremental costs of obtaining contracts, such as sales commissions, are capitalized when easily identifiable and recoverable. These costs are amortized on a systematic basis consistent with the transfer of the goods or services to which the asset relates. The Company applies a practical expedient to expense such costs as incurred when the amortization period isone year or less.

Contract Balances

The Company recordscontract assets when revenue is recognized in advance of invoicing andcontract liabilities (deferred revenue) when consideration is received in advance of performance. These balances are presented separately on the Company’s balance sheet.

Payment Terms

Payment terms vary by contract but are generally due within30 to90 days** of invoicing, consistent with industry practice. The Company’s invoicing terms are designed to provide customers with predictable billing arrangements and donot generally include significant financing components.

Significant Financing Component

The Company assesses whether contracts include a significant financing component. As a practical expedient, the Company doesnot assess financing components when the period between payment and transfer of goods or services isone year or less.

Remaining Performance Obligations

The Company applies the practical expedient under ASC606 tonot disclose remaining performance obligations for contracts with an original expected duration ofone year or less and for variable consideration that is allocated entirely to wholly unsatisfied performance obligations.

Significant Judgments

The application of ASC606 requires significant judgment, including:

Trade Accounts Receivable and Contract Balances

We classify our right to consideration in exchange for deliverables as either a receivable or a contract asset (unbilled receivable). A receivable is a right to consideration that is unconditional (i.e. only the passage of time is required before payment is due). For example, we recognize a receivable for revenue related to our transaction or volume-based contracts when earned regardless of whether amounts have been billed. We present such receivables in trade accounts receivable, net in our consolidated statements of financial position at their net estimated realizable value. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that* may**not* be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, judgment, and other applicable factors.

A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are presented in current and other assets in our consolidated balance sheets and primarily relate to unbilled amounts on fixed-price contracts utilizing the output method of revenue recognition. The table below shows movements in contract assets:

Our contract assets and liabilities are reported at the end of each reporting period. The difference between the opening and closing balances of our contract assets and deferred revenue primarily results from the timing difference between our performance obligations and the customer’s payment. We receive payments from customers based on the terms established in our contracts, which* may*vary generally by contract type.

The table below shows movements in the deferred revenue balances (current and noncurrent) for the period:

Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. The difference between the opening and closing balances of our contract assets and deferred revenue primarily results from the timing difference between our performance obligations and the customer’s payment. We receive payments from customers based on the terms established in our contracts, which* may*vary generally by contract type.

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Notes Receivable

On* March 17, 2026,PC Group, Inc. ("Lender") a subsidiary of the Company, entered into an Amended and Restated Senior Unsecured Promissory Note (the "Note") with SPAR Marketing Force, Inc. (the "Borrower"), pursuant to which the Borrower may*obtain financing of up to $4.0 million.

Note Consideration

Equity Consideration

In connection with the Note, the Borrower agreed to cause its parent, SPAR Group, Inc., to issue 1,000,000 shares of its common stock (NASDAQ: SGRP) to the Company at a stated value of $0.80 per share, within 30 days of the execution of the Note. As of the reporting date, the shares havenot yet been issued. If the equity consideration isnot issued as required under the Note, the Company* may*have rights under the agreement, including potential remedies for non-performance.

Accounting for Equity Consideration

The Company expects that the equity consideration will be accounted for as an additional component of the overall return on the loan receivable. The Company will evaluate whether the equity represents a discount or other yield enhancement in accordance with ASC835-30 and ASC310-20, and will recognize such amount over the term of the Note using the effective interest method.

As the shares havenot yet been issued,no amount has been recognized related to the equity consideration as of the reporting date.

Price Protection Provisions

The Note includes price protection provisions that* may*require the Borrower to make cash payments to the Company if:

Aggregate payments are capped at $800,000.

Embedded Feature Evaluation

The Company has evaluated the price protection provisions and preliminarily concluded that such features arenot clearly and closely related to the host loan receivable and therefore* mayrequire bifurcation as a derivative instrument under ASC815.* This conclusion is based on the fact that the provisions introduce variability in cash flows based on the equity pricing of SPAR Group, Inc., athird-party issuer, which isnot clearly and closely related to a lending arrangement. The final determination is pending completion of the Company’s valuation analysis, which is dependent in part on the issuance and measurement of the related equity consideration.

Credit Risk and Consideration

The loan is unsecured and represents a concentration of credit risk with a single borrower. The Company’s ability to collect principal, interest, and any contingent consideration is dependent on the financial condition and operating performance of the Borrower. The Company monitors the Borrower’s financial condition on an ongoing basis; however,no collateral or other credit enhancements have been obtained to mitigate this risk.

Company Carrying Value

Disaggregation of Revenue

The table below presents disaggregated revenue from contracts with customers by contract-type. We believe this disaggregation best depicts the nature, amount, timing and uncertainty of our revenue and cash flows that* may*be affected by industry, market, and other economic factors:

Earnings Per Share

Basic net income per share of our common stock, $0.01 par value (“Common Stock”) (“Basic EPS”), excludes dilution and is computed by dividing net income applicable to common shareholders by the weighted average number of Common Stock outstanding during the period. Diluted net income per share of Common Stock (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue shares of Common Stock were exercised or converted into Common Stock. The computation of Diluted EPS doesnot assume exercise or conversion of securities that would have an antidilutive effect on net income per share of Common Stock.

For thethree andnine months ended* March 31, 2026and2025*, warrants to purchase shares of our Common Stock at an exercise price of $10.00 per share were anti-dilutive andnot included in the computation of diluted earnings per share because the exercise price of the options was greater than the average price of Common Stock for the quarter.

The following table presents the components of the computation of basic and diluted earnings per share for the periods indicated:

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As of* March 31, 2026*, there wereno restricted stock units outstanding that had vested but for which shares of Common Stock hadnot yet been issued pursuant to the terms of the applicable agreement.

As of* March 31, 2026*, there was approximately $4.5 million of unrecognized stock-based compensation obligations under our equity compensation plans. The stock-based compensation obligation is in connection with certain employment agreements which have a deferral option at the Board’s discretion. At the end of the deferral period, the stock-based compensation expense associated with the obligation is expected to be recognized on a straight-line basis over a period ofthree years.

Warrants

Outstanding warrants were issued in connection with private placements of the Company’s Common Stock and with the restructuring of the Series B Preferred that occurred in* Marchof2018.* The following table summarizes information about fixed stock warrants outstanding at* March 31, 2026*:

During the quarter ended* March 31, 2026,the Company’s Board of Directors approved the modification to extend the expiration dates of the Company’s existing January 26, 2023and February 5, 2023warrants by an additionaltwo years, co-terminating March 31, 2028.*The exercise price of $4.00 and $10.00 remains unchanged.

Preferred Stock

The Company’s articles of incorporation currently authorize the issuance of up to 30,000,000 shares of ‘blank check’ preferred stock, par value $0.01 (“Preferred Stock”), with designations, rights, and preferences as* maybe determined from time to time by the Company’s Board of Directors, of which 700,000 shares are currently designated as Series B Preferred Stock (“Series B Preferred”). Series B Preferred Stock pay dividends at a rate of 7% per annum if paid by the Company in cash, or 9% if paid by the Company by the issuance of additional shares of Series B Preferred. Previously,550,000 shares were designated as Series B-1 Preferred Stock ("Series B-1 Preferred"), which Series B-1 Preferred designation was withdrawn in December 2024.*

Preferred Redemption

Section5 of the Company’s Fourth Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B Preferred Stock, as amended (the “Series B COD”) and Section4 of the First Amended and Restated Certificate of Designation of the Relative Rights, Powers and Preferences of the Series B-1 Preferred Stock, as amended (the "Series B-1 COD") provides the Company’s Board of Directors with the right to redeem any or all of the outstanding shares of the Company’s Series B Preferred or Series B-1 Preferred, respectively, for a cash payment of $10.70 per share plus accrued and unpaid dividends at any time upon providing the holders of Series B Preferred or Series B-1 Preferred at leastten days written notice that sets forth the date on which the redemption will occur (the “Redemption Notice”).

On* August 29, 2023,the Board approved the redemption and retirement of its Series B Preferred and Series B-1 Preferred for their stated value, or $10.70 for each share of Preferred Stock, resulting in an aggregate purchase price of $8,964,214 (the “Preferred Redemption”). The Preferred Redemption is to occur over athree*-year period beginning* August 29, 2023.*

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The Company fully redeemed the Series B-1 Preferred during fiscal2024. On* December 9, 2024,*the Company filed a Withdrawal of Certificate of Designation with the Secretary of State of the State of Nevada and terminated the designation of the Series B-1 Preferred.

During thenine months ended* March 31, 2026*,175,233 shares of Series B Preferred were redeemed. The following table provides information about the redemption and retirement of the Series B Preferred during the year ended* June 30, 2025* andnine months ended* March 31, 2026*:

As of* March 31, 2026*, a total of 160,865 shares of Series B Preferred andzero shares of Series B-1 Preferred were issued and outstanding. Since inception, a total of 676,912 Preferred shares, including Series B and Series B-1, at the redemption price of $10.70 per share have been redeemed for a total of $7,242,959. The remaining amount available for future Preferred redemption is $1,721,256.

Share Repurchase Program

On* May 9, 2019,our Board of Directors approved the repurchase of up to $4.0 million in shares of our Common Stock, which repurchases maybe made in privately negotiated transactions or in the open market at prices per sharenot* exceeding the then-current market prices (the “Share Repurchase Program”). Under the Share Repurchase Program, management has discretion to determine the dollar amount of shares to be repurchased and the timing of any repurchases in compliance with applicable laws and regulations, including Rule10b-18 of the Exchange Act.

On* March 17, 2020,*the Board, given the extreme uncertainty due to COVID-19 at the time, suspended the Share Repurchase Program.

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On* May 18, 2021,*our Board of Directors resumed its Share Repurchase Program, and increased the number of shares of Common Stock available to repurchase under the Share Repurchase Program by an additional $4.0 million bringing the total number of Common Stock authorized to repurchase under the Share Repurchase Program to $8.0 million.

On* August 31, 2021,*our Board of Directors approved a further increase to its Share Repurchase program to $12.0 million in shares of our Common Stock which added an additional $4.0 million to the Share Repurchase Program.

On* May 10, 2022,*our Board of Directors approved an increase of $9.0 million in the number of shares of Common Stock available to repurchase under the Share Repurchase Program.

Since inception of the Share Repurchase Program through* March 31, 2026* a total of $21.0 million in shares of Common Stock have been approved for repurchase under the Share Repurchase Program, and 2,275,288 shares of Common Stock have been repurchased at an average purchase price of $6.60, resulting in $5,993,636 remaining available to repurchase under the current Share Repurchase Program. From time-to-time, our Board of Directors* mayauthorize further increases to our Share Repurchase Program. In addition, the Share Repurchase Program may*also be suspended for periods of time or discontinued at any time, at the Board’s discretion.

The following table provides information about repurchases of our Common Stock registered pursuant to Section12 of the Exchange Act, during the year ended* June 30, 2025* andnine months ended* March 31, 2026*:

During thenine months ended* March 31, 2026*, the Company continued to be a party to a service agreement (the “Service Agreement”) with Riverview Financial Corp ("Riverview"). Riverview was the sole shareholder of Fields Management, Inc. (“FMI”) which was merged into Riverview and Riverview became party to the Service Agreement by assumption of the Service Agreement. Riverview, like FMI prior to the merger, provided certain executive management services to the Company, including designating Randall K. Fields to perform the functions of President and Chief Executive Officer for the Company. Mr. Fields, Riverview’s designated executive, who also serves as the Company’s Chair of the Board of Directors, controls Riverview. During thenine months ended* March 31, 2026* and2025, the Company paid Riverview $834,773 and $769,212 respectively, in connection with the Service Agreement. The Company hadno payables to Riverview under the Service Agreement as of* March 31, 2026* or* June 30, 2025*.

During thenine months ended* March 31, 2026*, the Company redeemed and retired and aggregate of $1,752,330 in Series B Preferred from Mr. Randall K. Fields, affiliates of Mr. Fields, and Robert W. Allen. During the year ended* June 30, 2025,the Company redeemed and retired and aggregate of $2,937,749 in Series B Preferred from Mr. Randall K. Fields, affiliates of Mr. Fields, and Robert W. Allen. During the year ended June 30, 2024,*the Company redeemed and retired an aggregate of $95,284 in Series B Preferred and $2,272,701 in Series B-1 Preferred from Mr. Randall K. Fields, affiliates of Mr. Fields, and Robert W. Allen. Mr. Allen is a director of the Company.

Relationship with Borrower

The Company evaluated its relationship with SPAR Marketing Force, Inc. (the "Borrower") under ASC850, Related Party Disclosures, and determined that the Borrower isnot a related party, as it isnot under common control with the Company and doesnot meet the criteria for significant influence.

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In* December 2023,the FASB issued ASU2023*-09 (ASC Topic740),Improvements to Income Tax Disclosures. This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The Company is required to adopt this guidance for its annual reporting in fiscal year2026 on a prospective basis but has the option to apply it retrospectively. Early adoption is permitted. This standard is expected to impact the Company's disclosures and willnot have an impact on its Condensed Consolidated Financial Statements.

In* November 2024,the FASB issued ASU2024*-03 (ASC Subtopic220-40),Disaggregation of Income Statement Expenses. The Company is required to disclose, in the notes to the financial statements, specified information about certain costs and expenses. The Company is required to adopt this guidance for its annual reporting in fiscal year2028, and for interim period reporting beginning thefirst quarter of fiscal year2029 on either a prospective or retrospective basis. Early adoption is permitted. This standard is expected to impact the Company's disclosures and willnot have an impact on its Condensed Consolidated Financial Statements.

The Company operates asone operating segment. The Company's chief operating decision maker ("CODM") is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated gross profit margin, operating margin, and net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions such as the allocation of budget between cost of sales, sales and marketing, and general and administrative expense.

In accordance with the Subsequent Events Topic of the FASB ASC855, we have evaluated subsequent events through the filing date and determined thatno subsequent events occurred that were reasonably expected to impact the consolidated condensed financial statements presented herein.

Evaluation of Embedded Features

The Company evaluated the price protection provisions contained in the Note under ASC815, Derivatives and Hedging. These provisions expose the Company to potential cash settlement based on equity pricing, which isnot clearly and closely related to the host loan receivable.

Preliminary Conclusion

The Company has preliminarily concluded that the provisions* maymeet the definition of a derivative and may*require bifurcation and separate accounting.

Expected Accounting Treatment

If the Company concludes that bifurcation is required, a derivative asset or liability will be recorded at fair value. Subsequent changes in fair value will be recognized in earnings.

Valuation Considerations

The fair value of any such derivative is expected to be determined using a valuation model incorporating significant unobservable inputs, including, expected term, risk-free interest rate, and the probability of triggering contingent payment provisions. Accordingly, any derivative instrument would be classified as a Level3 fair value measurement under ASC820. Due to the absence of observable market inputs, significant judgement will be required in estimating the fair value of any such derivative instrument.

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