PSMT Form 4: EVP/CIO restr. stock withholding of 148 shares at $108.06

Rhea-AI Filing Summary

Pricesmart Inc. (PSMT) officer Wayne J. Sadin reported a routine disposition of Company stock on 08/29/2025. The filing shows 148 shares of common stock were disposed at an average price of $108.06 per share through a withholding related to the vesting of restricted stock to satisfy tax obligations. After the withholding, the reporting person beneficially owns 51,049 shares directly. The reporting person is identified as an EVP and CIO of the company. The transaction is disclosed on a Form 4 signed 08/29/2025 and is presented as a tax-withholding sale rather than an open-market trade.

Positive

• Reporting person retains a meaningful direct stake of 51,049 shares after the withholding, maintaining alignment with shareholders
• Transaction is a routine tax-withholding on vested restricted stock, which is a standard compensation mechanism and not a market sale signal

Negative

• 148 shares were disposed through withholding, reducing the reporting person's holdings by that amount
• Form 4 provides limited context beyond the withholding event; no additional commentary on future vesting or compensation schedule is included

Insights

Securities Analyst

TL;DR: Small tax-withholding disposal by an officer; ownership remains sizable and the transaction appears routine, not market-driven.

The Form 4 shows Wayne J. Sadin, EVP and CIO, had 148 shares withheld at $108.06 to satisfy tax withholding upon restricted stock vesting. Such withholdings are standard compensation-related transactions and do not indicate a change in company outlook or insider sentiment. The reporting person retains a direct stake of 51,049 shares after the transaction, which maintains alignment with shareholders. Impact on share supply and market liquidity is immaterial given the small size of the disposal relative to typical public floats.

Corporate Governance Expert

TL;DR: Disclosure is complete and routine; this filing documents a compensation-related withholding event without governance implications.

The Form 4 discloses a disposition coded as a withholding to satisfy taxes upon restricted stock vesting, consistent with standard equity compensation practices. The filing includes the reporting persons role as EVP and CIO and the post-transaction beneficial ownership. No related-party transactions, policy deviations, or material governance issues are evident from the content provided. Documentation and signature appear in order for regulatory compliance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sadin Wayne J

(Last) (First) (Middle)

9740 SCRANTON RD

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICESMART INC [ PSMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CIO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	08/29/2025		F		148(1)	D	$108.06	51,049	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the withholding of restricted stock to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock.

Remarks:

	/s/ Gualberto Hernandez	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Wayne J. Sadin report on Form 4 for PSMT?

The reporting person disclosed a disposition of 148 shares on 08/29/2025 recorded as a tax-withholding related to vested restricted stock.

At what price were the 148 PSMT shares disposed?

The shares were withheld at an average price of $108.06 per share.

How many PSMT shares does the reporting person own after the transaction?

After the withholding, the reporting person beneficially owns 51,049 shares directly.

What is the reporting person's role at PriceSmart (PSMT)?

The Form 4 identifies the reporting person as an EVP and CIO of PriceSmart.

Does this Form 4 indicate an open-market sale or a compensation withholding?

The filing explains the disposition represents withholding of restricted stock to satisfy tax withholding upon vesting, not an open-market sale.