Pricesmart (PSMT) exec receives 3,403 restricted shares with long vesting

Rhea-AI Filing Summary

Pricesmart Inc (PSMT) reporting person Paul Kovaleski, EVP–Chief Merchandising Officer, received 3,403 shares of restricted common stock on 09/04/2025 at no cash price reported. After the award he beneficially owns 46,442 shares. The restricted shares vest on October 26, 2030 and are subject to continued service through the vesting date. The Form 4 was signed by Gualberto Hernandez on 09/10/2025. The filing indicates an internal equity award to an officer rather than an open-market purchase or sale.

Positive

• Officer received an equity award (3,403 restricted shares), which can align management and shareholder interests
• Long vesting period (vesting on October 26, 2030) supports retention and long-term alignment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer received a time‑vested restricted stock award, aligning long-term interests with shareholders.

The transaction is an internal grant of 3,403 restricted shares that vest only after more than five years, which typically aims to retain senior management and align incentives over the long term. Because this is a grant rather than a purchase or sale, it does not signal immediate liquidity events by the insider. The long vesting schedule increases retention risk mitigation but delays any potential voting or economic influence until vesting. No cash consideration was reported.

Compensation & Equity Plan Analyst

TL;DR: The award reflects routine compensation under an equity plan with a multi-year vesting period.

This Form 4 documents a standard restricted stock award to an executive: 3,403 shares granted on 09/04/2025, vesting on 10/26/2030, conditional on continued service. The post-transaction beneficial ownership is 46,442 shares, which provides context for the size of the grant versus total holdings. The filing contains no disclosure of grant valuation, plan terms, or additional performance conditions.

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^*

Kovaleski Paul

(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-Chief Merch. Officer

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		3,403(1)	A	$0	46,442	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. Award of restricted stock subject to vesting. 3,403 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 Paul Kovaleski report on Form 4 for PSMT?

He reported an award of 3,403 restricted shares of Pricesmart common stock on 09/04/2025.

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

The filing shows 46,442 shares beneficially owned following the reported transaction.

When do the restricted shares vest according to the Form 4?

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

Was any purchase price disclosed for the awarded shares?

No purchase price was reported; the transaction lists a price of $0 in the filing.

Who signed the Form 4 and when was it signed?

The form was signed by Gualberto Hernandez on 09/10/2025.