Insider grant: PriceSmart (PSMT) director awarded 1,131 restricted units

Rhea-AI Filing Summary

PriceSmart Inc. director Sherry S. Bahrambeygui reported an equity award of 1,131 shares of common stock on February 5, 2026. According to the filing, these shares are represented by restricted stock units that vest in full on January 30, 2027 or on the date of PriceSmart’s next annual meeting of stockholders, whichever occurs sooner, and were granted at a price of $0 per share. Following this award, she directly holds 41,249 shares of PriceSmart common stock. The filing also notes additional indirect holdings: shares held by the Hosey Family Trust, the Sherry Bahrambeygui Trust, and joint accounts in the names of the reporting person and her son, for which she disclaims beneficial ownership except to the extent of her pecuniary interest.

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^*

Bahrambeygui Sherry S.

(Last) (First) (Middle)

9797 AERO DRIVE SUITE 100

(Street)

SAN DIEGO CA 92123

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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 per share	02/05/2026		A		1,131(1)	A	$0	41,249	D
Common Stock, $0.0001 par value per share								43,728	I	By Hosey Family Trust(2)
Common Stock, $0.0001 par value per share								9,099	I	The Sherry Bahrambeygui Trust(3)
Common Stock, $0.0001 par value per share								1,000	I	By son(4)
Common Stock, $0.0001 par value per share								1,000	I	By Son(5)

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. These shares are represented by restricted stock units, which vest in full on January 30, 2027 or the date of the issuer's next annual meeting of stockholders, whichever is sooner.

2. The reported securities are owned directly or indirectly by the Hosey Family Trust of which the Reporting Person is co-trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

3. The reported securities are owned directly or indirectly by the Sherry Bahrambeygui Trust of which the Reporting Person is co-trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

4. The reported securities are held in a joint account in the name of the Reporting Person and the Reporting Person's son. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

5. The reported securities are held in a joint account in the name of the Reporting Person and the Reporting Person's son. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Remarks:

	/s/ Gualberto Hernandez	02/05/2026
	** 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 did PriceSmart (PSMT) director Sherry S. Bahrambeygui receive in this Form 4 filing?

She received 1,131 shares of PriceSmart common stock represented by restricted stock units granted at $0 per share. These units will convert into shares when they vest, providing additional equity compensation for her board service.

When do Sherry S. Bahrambeygui’s 1,131 restricted stock units in PriceSmart (PSMT) vest?

The 1,131 restricted stock units vest in full on January 30, 2027 or on the date of PriceSmart’s next annual meeting of stockholders, whichever happens sooner. At that point, they are settled in common shares.

How many PriceSmart (PSMT) shares does Sherry S. Bahrambeygui directly own after this award?

After the reported transaction, she directly owns 41,249 shares of PriceSmart common stock. This direct holding excludes additional shares reported as being held through trusts and joint accounts associated with her and her family.

What indirect PriceSmart (PSMT) holdings are reported for Sherry S. Bahrambeygui?

Indirect holdings include shares held by the Hosey Family Trust, the Sherry Bahrambeygui Trust, and joint accounts with her son. The filing states she disclaims beneficial ownership of these securities except to the extent of her pecuniary interest.

Is the 1,131-share PriceSmart (PSMT) award a market purchase or a compensation grant?

It is a compensation grant, not a market purchase. The shares are represented by restricted stock units granted at a price of $0 per share, reflecting equity compensation for her role as a director rather than an open-market buy.