PriceSmart (PSMT) EVP reports 180-share tax withholding on vested stock

Rhea-AI Filing Summary

PriceSmart Inc. executive Paul Kovaleski reported a small insider share withholding tied to equity compensation. On January 26, 2026, 180 shares of PriceSmart common stock were withheld at a price of $140.70 per share. According to the filing, this represented the withholding of restricted stock to cover the reporting person's tax obligation when the restricted stock vested, rather than an open-market sale. After this transaction, Kovaleski beneficially owned 38,674 shares of PriceSmart common stock in direct ownership.

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^*

Kovaleski Paul

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-Chief Merch. Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		F		180(1)	D	$140.7	38,674	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	01/26/2026
	** 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).
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FAQ

Who is the insider involved in this PriceSmart (PSMT) Form 4 filing?

The insider is Paul Kovaleski, who serves as EVP-Chief Merch. Officer of PriceSmart Inc.

What type of PriceSmart (PSMT) transaction did Paul Kovaleski report?

The filing reports a transaction coded F, which reflects the withholding of restricted stock to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock.

How many PriceSmart shares were withheld in this insider transaction?

A total of 180 shares of PriceSmart common stock, $0.0001 par value per share, were withheld to cover tax obligations.

At what price were the withheld PriceSmart (PSMT) shares valued?

The 180 withheld shares were valued at $140.70 per share for this tax-related transaction.

How many PriceSmart shares does Paul Kovaleski own after this Form 4 transaction?

Following the reported withholding, Paul Kovaleski beneficially owned 38,674 shares of PriceSmart common stock in direct ownership.

Was this PriceSmart insider transaction an open-market sale?

No. The filing states that the 180 shares represent the withholding of restricted stock to satisfy the reporting person's tax withholding obligation upon vesting, rather than an open-market sale.