PriceSmart (PSMT) Executive Receives 3,646 Restricted Shares; Vesting in 2030

Rhea-AI Filing Summary

Wayne J. Sadin, EVP and CIO of PriceSmart Inc. (PSMT), reported an award of 3,646 restricted shares of common stock on 09/04/2025. The award was granted at a price of $0 and is subject to vesting on October 26, 2030, contingent on continued service through that date. Following the reported transaction, Mr. Sadin beneficially owns 54,695 shares, held in a direct ownership form. The Form 4 was signed on 09/10/2025 by Gualberto Hernandez on behalf of the reporting person.

Positive

• Long-term alignment: Restricted shares vesting on 10/26/2030 promote executive retention and align incentives with long-term shareholder outcomes.
• Transparent disclosure: Form 4 reports transaction date, amount acquired, post-transaction holdings, and vesting terms, meeting Section 16 reporting requirements.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Executive awarded long-term restricted stock requiring continued service until 2030; aligns executive incentives with long-term shareholder value.

The reported grant of 3,646 restricted shares at no cash price and with a vesting date more than five years out indicates a long-term retention and incentive design. This structure ties the executives compensation to future service and potential share performance through October 26, 2030. The transaction is recorded as direct ownership and increases the executives beneficial stake to 54,695 shares. All details are reported on Form 4 and signed on 09/10/2025.

Securities Compliance Specialist

TL;DR: Form 4 properly discloses a non‑cash award with vesting conditions and direct ownership increase.

The filing documents a non‑derivative acquisition coded as an award (A) with price $0, a clear vesting schedule, and direct ownership classification. The Form 4 lists the relationship (EVP and CIO) and includes a signature date of 09/10/2025. From a compliance perspective, the disclosure contains the essential elements required under Section 16 reporting: reporting person identity, transaction date, amount acquired, post-transaction holdings, and vesting explanation.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
09/04/2025

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	09/04/2025		A		3,646(1)	A	$0	54,695	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. Award of restricted stock subject to vesting. 3,646 shares vest on October 26, 2030, subject to continued service through vesting date.

Remarks:

	/s/ Gualberto Hernandez	09/10/2025
	** 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

Who filed the Form 4 for PSMT and what is their role?

The reporting person is Wayne J. Sadin, identified as EVP and CIO of PriceSmart Inc.

What was the transaction reported on the PSMT Form 4 dated 09/04/2025?

An award of 3,646 shares of restricted common stock was acquired (transaction code A) on 09/04/2025 at a price of $0.

When do the restricted shares vest according to the Form 4?

The restricted shares vest on October 26, 2030, subject to the reporting person's continued service through that date.

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

Following the reported award, the reporting person beneficially owns 54,695 shares, held directly.

When was the Form 4 signed and submitted?

The form includes a signature dated 09/10/2025 (signed by Gualberto Hernandez on behalf of the reporting person).