PSMT Form 4: 1,148 PSU-based shares added; total 47,590 direct

Rhea-AI Filing Summary

PriceSmart (PSMT) executive EVP–Chief Merchandising Officer reported an equity award event. On 10/17/2025, 1,148 shares were acquired at $0, reflecting performance stock units for which target criteria were determined to have been met. These PSUs remain subject to time-based vesting, with 1,148 shares scheduled to vest on 10/26/2029, subject to continued service or acceleration per the award agreement.

Following the transaction, the reporting person beneficially owns 47,590 shares, held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kovaleski Paul

Role EVP-Chief Merch. Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.0001 par value per share	1,148	$0.00	--

Holdings After Transaction: Common Stock, $0.0001 par value per share — 47,590 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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)
10/17/2025

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	10/17/2025		A		1,148(1)	A	$0	47,590	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 performance stock units for which target criteria was determined to have been met on October 17, 2025. The PSUs remain subject to time-based vesting. 1,148 shares vest on October 26, 2029 subject to continued service or acceleration of vesting as provided in award agreement.

Remarks:

	/s/ Gualberto Hernandez	10/20/2025
	** 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) disclose in this Form 4?

An officer reported acquiring 1,148 shares at $0 tied to performance stock units determined to have met target on 10/17/2025.

Who is the reporting person in the PriceSmart (PSMT) filing?

An Officer, titled EVP–Chief Merch. Officer.

How many shares were acquired and at what price?

The filing lists an acquisition of 1,148 shares at $0.

What are the vesting terms for the PSUs?

The PSUs remain subject to time-based vesting, with 1,148 shares scheduled to vest on 10/26/2029, subject to continued service or acceleration per the award.

What is the reporting person’s beneficial ownership after the transaction?

Beneficial ownership is 47,590 shares, held directly.

Does this filing reference Rule 10b5-1 trading plans?

The form includes a 10b5-1 checkbox reference; no selection is indicated in the excerpt.