PSMT Form 4: EVP Velasco Withholds 1,477 Vested Shares for Taxes

Rhea-AI Filing Summary

Form 4 filed for Pricesmart Inc. shows Francisco Velasco, EVP, General Counsel and Secretary, reported a transaction on 08/29/2025 involving 1,477 shares of common stock withheld to satisfy tax withholding upon the vesting of restricted stock at a price of $108.06 per share. After the withholding, Mr. Velasco beneficially owns 76,431 shares directly and 389 shares indirectly through his spouse. The filing is a routine insider reporting of equity compensation settlement rather than an open-market purchase or sale.

Insights

Financial Analyst

TL;DR: Routine tax-withholding on vested restricted stock; no open-market trade or change in control indicated.

This Form 4 reports a common internal settlement mechanism where 1,477 vested shares were withheld to cover tax obligations at a per-share value of $108.06, leaving the reporting person with 76,431 directly owned shares and 389 held indirectly by a spouse. From an investor-impact perspective, the transaction is administrative and does not represent additional selling pressure or incremental insider accumulation.

Corporate Governance Expert

TL;DR: Administrative equity withholding for taxes on vested awards; disclosure aligns with Section 16 reporting rules.

The filing documents standard compliance with Section 16 reporting for an officer. The form identifies the reporting person’s relationship to the issuer (EVP, GC and Secretary) and provides clear post-transaction beneficial ownership figures. There is no indication of departure, material corporate action, or change in control from this filing.

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^*

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, GC and Secretary

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		1,477(1)	D	$108.06	76,431	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. 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 did Francisco Velasco report on Form 4 for Pricesmart (PSMT)?

He reported withholding 1,477 vested restricted shares to satisfy tax withholding at a price of $108.06 per share on 08/29/2025.

How many Pricesmart shares does the reporting person own after the transaction?

He beneficially owns 76,431 shares directly and 389 shares indirectly through his spouse.

What is the reporting person's role at Pricesmart (PSMT)?

The filing lists him as an Officer with title EVP, General Counsel and Secretary.

Was this Form 4 transaction an open-market sale or purchase?

No. The transaction code F and the explanation state the shares were withheld to satisfy tax withholding upon vesting of restricted stock.

When was the transaction recorded on the Form 4?

The transaction date reported is 08/29/2025.