Pricesmart (PSMT) Form 4: EVP & CFO Withholds Restricted Shares to Cover Taxes

Rhea-AI Filing Summary

Pricesmart Inc (PSMT) Form 4: Michael McCleary, EVP & CFO, reported a transaction dated 08/29/2025 showing the withholding of 1,305 restricted shares to satisfy tax withholding upon vesting at a per-share price of $108.06. After this withholding, he beneficially owns 56,836 shares, held directly. The form is a routine disclosure of a tax-withholding disposition tied to restricted stock vesting and includes the reporting signature dated 08/29/2025.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale of vested restricted shares by the CFO; modest reduction in direct holdings, no new purchases or sales beyond withholding.

The Form 4 discloses a non-derivative transaction coded "F" indicating shares were disposed to satisfy tax withholding obligations on vested restricted stock. The quantity withheld (1,305 shares) and the reported price ($108.06) reduce the reporting person's direct stake to 56,836 shares. This is a standard administrative transaction that typically has limited informational value about company fundamentals or insider sentiment.

Corporate Governance Expert

TL;DR: Administrative share withholding for taxes on vesting; disclosure aligns with Section 16 reporting requirements and shows continued insider ownership.

The filing satisfies Section 16 reporting for an officer and indicates compliance with required disclosure practices. Withheld shares reflect tax-settlement mechanics rather than an open-market sale, and the remaining direct ownership is clearly stated. There are no indications of additional compensatory grants, option exercises, or plan amendments in this filing.

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

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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^*

McCleary Michael

(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 & CFO

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 per share	08/29/2025		F		1,305(1)	D	$108.06	56,836	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 PSMT CFO Michael McCleary report on Form 4?

The filing reports the withholding of 1,305 restricted shares to satisfy tax withholding obligations upon vesting, dated 08/29/2025.

How many PSMT shares does Michael McCleary beneficially own after the transaction?

After the reported withholding, he beneficially owns 56,836 shares, held directly.

At what price were the withheld PSMT shares reported?

The Form 4 lists a price of $108.06 per share for the withheld shares.

Does the Form 4 indicate an open-market sale by the insider?

No; the transaction code "F" indicates shares were withheld to satisfy taxes on vested restricted stock, not an open-market sale.

When was the Form 4 signed for this transaction?

The signature block shows the filing was signed on 08/29/2025.