PriceSmart shareholder receives 6,400-share stock gift

Price Philanthropies Foundation reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/30/2026 - 12:34 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Price Philanthropies Foundation reported acquisition or exercise transactions in this Form 4 filing.

Price Philanthropies Foundation, a more than ten percent owner of PriceSmart Inc, received a bona fide gift of 6,400 shares of common stock on 2026-07-29 at $0.00 per share, increasing its direct holdings to 2,732,925 shares. The Rule 10b5-1 trading plan checkbox was not marked.

Insider Trade Summary

6,400 shares gifted

Gift 1 txn

Insider Price Philanthropies Foundation

Role 10% Owner

Type	Security	Shares	Price	Value
Gift	Common Stock	6,400	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,732,925 shares (Direct)

Key Figures

Shares received as gift: 6,400 shares Price per share: $0.00 Shares held after transaction: 2,732,925 shares +1 more

4 metrics

Shares received as gift 6,400 shares Bona fide gift of common stock on 2026-07-29

Price per share $0.00 Reported transaction price per share for the gifted shares

Shares held after transaction 2,732,925 shares Direct ownership by Price Philanthropies Foundation following the gift

Gift transactions reported 1 Single bona fide gift transaction in this Form 4

Key Terms

bona fide gift, ten percent owner, Rule 10b5-1

3 terms

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

ten percent owner regulatory

""is_ten_percent_owner": 1"

Rule 10b5-1 regulatory

"The Rule 10b5-1 trading plan checkbox was not marked"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did PriceSmart (PSMT) report in this Form 4?

PriceSmart reported that Price Philanthropies Foundation, a more than ten percent owner, received a bona fide gift of 6,400 shares of PriceSmart common stock on 2026-07-29, with no cash price per share reported for the transfer.

How many PriceSmart (PSMT) shares did the reporting holder own after the gift?

After the reported transaction, Price Philanthropies Foundation directly held 2,732,925 shares of PriceSmart common stock. This figure reflects the position immediately following the 6,400-share bona fide gift received on 2026-07-29.

Was the PriceSmart (PSMT) insider transaction a purchase or sale?

The transaction was neither a market purchase nor a sale; it was reported as a bona fide gift of 6,400 shares of PriceSmart common stock received by Price Philanthropies Foundation, with a $0.00 per share transaction price.

Who is the reporting person in the PriceSmart (PSMT) Form 4 filing?

The reporting person is Price Philanthropies Foundation, identified as a more than ten percent owner of PriceSmart Inc. It is not listed as a director or officer in this filing but reports direct ownership of the shares.

Was the PriceSmart (PSMT) gift transaction made under a Rule 10b5-1 plan?

No. The document-level Rule 10b5-1 trading plan checkbox was not marked, indicating the 6,400-share bona fide gift to Price Philanthropies Foundation was not reported as executed pursuant to a Rule 10b5-1 trading arrangement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Price Philanthropies Foundation

(Last) (First) (Middle)

7777 FAY AVE., STE. 300

(Street)

LA JOLLA CALIFORNIA 92037

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PRICESMART INC [ PSMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/29/2026		G		6,400	A	$0	2,732,925	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:

	/s/ Jeff Fisher, Chief Financial Officer	07/30/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)