[Form 4] Pricesmart Inc Insider Trading Activity

Rhea-AI Filing Summary

Pricesmart Inc. (PSMT) reporting person David R. Price, who serves as CEO and a director, received a grant of 73,551 restricted shares of common stock on 09/04/2025 with a $0 per-share price. After the grant, Mr. Price beneficially owns 122,067 shares in total, comprising 51,305 shares held indirectly by the David Price Trust. The restricted shares vest in annual installments: 15,579 shares vest on October 26 of 2026, 2027, and 2028; 15,359 shares vest on October 26, 2029; and 11,455 shares vest on October 26, 2030, all subject to continued service.

Positive

• Significant equity award of 73,551 restricted shares indicates alignment of CEO incentives with shareholder value over multiple years
• Clear multi-year vesting schedule (2026–2030) supports executive retention and long-term focus
• Substantial beneficial ownership reported (122,067 shares) including indirect holdings via the David Price Trust

Negative

• Potential dilution from issuance of 73,551 restricted shares to the CEO
• Grant priced at $0 (per Form 4) implies compensation expense without disclosed offsetting performance conditions

Insights

Corporate Governance Expert

TL;DR: CEO received multi-year restricted stock award that ties compensation to continued service and long-term ownership.

The award of 73,551 restricted shares spread over five annual vesting dates strengthens executive alignment with shareholders by converting compensation into equity that vests over 2026–2030. The grant increases the reporting person’s beneficial ownership to 122,067 shares, with a portion held indirectly via a trust. From a governance perspective, multi-year vesting schedules reduce short-term turnover risk and signal retention intent. The filing is routine under Section 16 reporting requirements and does not disclose additional performance conditions beyond continued service.

Securities Analyst

TL;DR: The Form 4 discloses a standard restricted stock award; market impact is likely minimal absent other disclosures.

The transaction shows an award priced at $0 and scheduled to vest in specified tranches through October 26, 2030, indicating compensation rather than open-market purchase or sale. Beneficial ownership after the grant is 122,067 shares, including 51,305 indirect shares via the David Price Trust. The filing does not provide company-level metrics, valuation, or accounting treatment, so material financial impact cannot be quantified from this Form 4 alone.

09/11/2025 - 08:47 PM

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
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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^*

Price David R

(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)

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

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 per share	09/04/2025		A		73,551(1)	A	$0	122,067	D
Common Stock, $0.0001 par value per share								51,305	I	By the David Price Trust

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. 15,579 shares vest on October 26, 2026, 15,579 shares vest on October 26, 2027, 15,579 shares vest on October 26, 2028, 15,359 shares vest on October 26, 2029, 11,455 shares vest on October 26, 2030, subject to continued service through each such 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

What did Pricesmart (PSMT) report on this Form 4?

The filing reports that CEO and director David R. Price was granted 73,551 restricted shares on 09/04/2025 and now beneficially owns 122,067 shares.

How do the restricted shares vest for the PSMT grant?

Vesting occurs on October 26 of each year: 15,579 shares in 2026, 2027, 2028; 15,359 shares in 2029; and 11,455 shares in 2030, subject to continued service.

Does the Form 4 show any indirect holdings for the reporting person?

Yes. The filing discloses 51,305 shares as held indirectly by the David Price Trust.

Was any cash paid for the shares reported on the Form 4?

The transaction is reported at a price of $0 per share on the Form 4.

Does this Form 4 indicate any stock sales or open-market transactions by the reporting person?

No. The Form 4 only reports an award (A) of restricted shares; there are no open-market purchases or sales listed.