PriceSmart Form 4: Executive Withholds 1,826 Shares for Taxes

Rhea-AI Filing Summary

PriceSmart Inc. (PSMT) reporting person John D. Hildebrandt, identified as President and COO and a director, reported a routine withholding transaction on 08/29/2025. The Form 4 shows 1,826 shares of common stock were disposed under transaction code F at a price of $108.06 per share, reflecting the withholding of restricted stock to satisfy the reporting person's tax withholding obligation upon vesting. After the withholding, the filing reports 121,721 shares owned directly and 858 shares held indirectly by spouse. The filing includes an explanatory remark that the shares were withheld to satisfy tax withholding and is signed by Gualberto Hernandez on 08/29/2025.

Insights

Financial Analyst

TL;DR: Routine tax-withholding stock disposition; reporting person retains material ownership stake.

The Form 4 documents a standard administrative disposition: 1,826 shares were withheld at $108.06 to cover taxes on vested restricted stock. This transaction is coded "F," consistent with shares surrendered to satisfy tax obligations rather than a market sale. The reporting person continues to hold 121,721 shares directly, indicating ongoing economic alignment with shareholders. No indication of open-market selling or change in control is present in the filing.

Corporate Governance Expert

TL;DR: Administrative withholding event poses no governance concern; ownership disclosure remains intact.

The disclosure is clear and conforms to Section 16 reporting norms: the explanation states withholding for tax obligations upon vesting. The signature and timely dating are provided. From a governance perspective, this is a routine filing that neither increases insider liquidity nor signals policy noncompliance. Indirect ownership by spouse (858 shares) is disclosed, preserving transparency around beneficial 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^*

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)
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		1,826(1)	D	$108.06	121,721	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. 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 reporting person John D. Hildebrandt report on 08/29/2025?

The Form 4 reports the withholding of 1,826 shares of PriceSmart common stock to satisfy tax withholding obligations upon vesting.

At what price were the 1,826 shares reported on the Form 4?

The withheld shares are reported at a price of $108.06 per share.

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

The filing shows 121,721 shares owned directly following the transaction and 858 shares indirectly held by his spouse.

What does transaction code 'F' mean on this Form 4?

In this filing the code 'F' is used for the disposition that the filer explains as withholding restricted stock to satisfy tax obligations upon vesting.

Who signed the Form 4 and when was it signed?

The form is signed by Gualberto Hernandez and dated 08/29/2025.