PSMT insider: Francisco Velasco awarded 4,667 restricted shares with 2030 vesting

Rhea-AI Filing Summary

Francisco Velasco, listed as an officer with the title EVP - CLO, CRCO of PriceSmart Inc (PSMT), reported an award of 4,667 restricted shares on 09/04/2025. The restricted shares were granted with a $0 purchase price and are subject to vesting on October 26, 2030, conditioned on continued service through the vesting date. After the award, Velasco beneficially owns 81,098 shares directly, plus 389 shares held indirectly by his spouse. The Form 4 was signed on 09/10/2025.

Positive

• 4,667 restricted shares granted to an executive, indicating retention alignment with company performance
• Beneficial ownership increased to 81,098 shares, showing continued insider stake
• Grant fully disclosed with vesting date and indirect spouse holdings noted

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive restricted stock grant for retention, vesting far in the future.

The filing documents a common retention-style restricted stock award rather than a market purchase or option exercise. The 4,667 shares granted at a $0 price vest on October 26, 2030, indicating a long service-based vesting schedule intended to align the officer with long-term company performance. The disclosure is straightforward and complete for a Form 4: it shows transaction date, amount, post-transaction holdings, and the vesting remark. This is not a sale or transfer that would signal immediate liquidity actions by the officer.

Securities Analyst

TL;DR: Insignificant near-term market impact; increases insider alignment with long-term performance.

The award increases Francisco Velasco's direct beneficial ownership to 81,098 shares. Because the shares are restricted and vest over more than five years, there is limited short-term sell pressure from this grant. The filing discloses an indirect holding of 389 shares by the spouse, showing proper reporting of family-held shares. Overall, the transaction is routine and immaterial from a trading-volume perspective based on the information disclosed.

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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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^*

Velasco Francisco

(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 - CLO, CRCO

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		4,667(1)	A	$0	81,098	D
Common Stock, $0.0001 par value per share								389	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. 4,667 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 transaction did Francisco Velasco report on Form 4 for PSMT?

He reported an award of 4,667 restricted shares on 09/04/2025 with a $0 price.

When do the restricted shares vest?

The restricted shares vest on October 26, 2030, subject to continued service through that date.

How many PSMT shares does Velasco own after the grant?

He beneficially owns 81,098 shares directly after the reported transaction, plus 389 shares indirectly via his spouse.

What is Velasco’s role at PriceSmart as listed on the Form 4?

He is listed as an officer with the title EVP - CLO, CRCO.

When was the Form 4 signed and filed?

The signature block shows the form was signed by Gualberto Hernandez on 09/10/2025.