PSMT Form 4: John Hildebrandt Receives 9,722 Time‑Vested Shares

Rhea-AI Filing Summary

John D. Hildebrandt, President and COO of PriceSmart, reported receipt of a restricted stock award of 9,722 shares on 09/04/2025. The award carries no cash price and vests on October 26, 2030, subject to continued service through that date. After the award, Hildebrandt beneficially owns 131,443 shares directly. The filing also discloses 858 shares held indirectly by his spouse. The Form 4 was signed and dated 09/10/2025. The record shows the grant is non‑derivative restricted stock and contains no cash consideration or exercised derivative transactions.

Positive

• Time‑based vesting aligns executive incentives with long‑term shareholder interests by vesting on October 26, 2030
• Prompt disclosure on Form 4 (transaction dated 09/04/2025, filed and signed 09/10/2025) increases transparency

Negative

• No performance conditions disclosed in this filing, so alignment to specific company targets cannot be assessed
• Grant details missing (fair value, plan authorization, dilution impact) — material impact cannot be fully evaluated from this Form 4 alone

Insights

Corporate Governance Expert

TL;DR: Officer received a time‑based restricted stock grant of 9,722 shares that vests in 2030, aligning long‑term interests with shareholders.

The award is a typical executive retention incentive: 9,722 restricted shares vesting on October 26, 2030, conditioned on continued service. For governance review, the key facts are grant size, multi‑year vesting, and that the grant was reported promptly on Form 4. The filing does not disclose grant approval terms, performance conditions, or whether the shares were part of a pre‑approved plan, so evaluation of proportionality to compensation or dilution impact requires additional plan or proxy disclosures.

Compensation/Risk Analyst

TL;DR: Time‑vested equity awarded to a senior executive; limited near‑term financial impact but increases long‑term retention incentives.

From a compensation perspective, the grant provides deferral and retention value without immediate cash outflow. The filing shows the post‑grant direct holding at 131,443 shares, indicating the award is meaningful to the executive but not large relative to typical CEO/COO packages; however, the document lacks grant date fair value and plan cap details, so materiality to overall shareholder dilution cannot be quantified here.

09/11/2025 - 08:45 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

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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^*

HILDEBRANDT JOHN D

(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)
	President and COO

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		9,722(1)	A	$0	131,443	D
Common Stock, $0.0001 par value per share								858	I	By Spouse

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. 9,722 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

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

The filing reports that PriceSmart officer John D. Hildebrandt received 9,722 restricted shares on 09/04/2025 that vest on October 26, 2030.

How many shares does John D. Hildebrandt beneficially own after the transaction?

He beneficially owns 131,443 shares directly following the reported transaction.

Are there any derivative transactions reported for PSMT in this filing?

No. The Form 4 shows only a non‑derivative restricted stock award and does not report any derivative transactions.

Does the filing show indirect holdings by family members?

Yes. The filing discloses 858 shares held indirectly by his spouse.

When does the restricted stock vest for the reported award?

The reported restricted stock vests on October 26, 2030, subject to continued service through that date.