PriceSmart (PSMT) director Robert Price reports 18,000-share insider stock gifts

Rhea-AI Filing Summary

PRICESMART INC director and 10% owner Robert E. Price reported two bona fide gifts of Common Stock. Trusts for which he and his wife serve as co-trustees transferred 9,000 shares each, for a total of 18,000 shares, on June 22, 2026.

After these gifts, the Robert and Allison Price Trust UDT 1/10/75 held 1,135,667 shares, and the Robert and Allison Price Charitable Trust held 341,475 shares, both as indirect holdings. Additional indirect positions in LLCs and family trusts and a small direct holding of 80 shares are also reported. The footnotes state that Price and his wife disclaim beneficial ownership in these trusts except for their pecuniary interests.

Insights

Insider transactions analyst

Filing shows routine charitable-style gifts, not market sales.

The Form 4 reports two bona fide gifts of 9,000 PriceSmart Common shares each, made through trusts where Robert and Allison Price act as co-trustees. No sale price is involved, so there is no open-market selling signal.

Post-transaction, the filing shows large remaining indirect positions, including 1,135,667 shares in the Robert and Allison Price Trust UDT 1/10/75 and 341,475 shares in the Robert and Allison Price Charitable Trust, plus other indirect stakes and a small direct holding. Footnotes clarify that beneficial ownership of trust-held shares is disclaimed except for pecuniary interests, underscoring that these are entity-level holdings and gift transfers rather than personal trading activity.

Insider Trade Summary

18,000 shares gifted

Mixed 6 txns

Insider PRICE ROBERT E

Role null

Type	Security	Shares	Price	Value
Gift	Common Stock	9,000	$0.00	--
Gift	Common Stock	9,000	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 341,475 shares (Indirect, As co-trustee of the Robert and Allison Price Charitable Trust); Common Stock — 80 shares (Direct, null)

Footnotes (1)

1. The reporting person and his wife Allison Price are co-trustees of this trust. The reporting person and his wife each disclaim beneficial ownership of the securities held by this trust except to the extent of their respective pecuniary interest therein. The reporting person and his wife Allison Price are co-trustees of this trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Key Figures

Total gifted shares: 18,000 shares Gift 1 size: 9,000 shares Gift 2 size: 9,000 shares +5 more

8 metrics

Total gifted shares 18,000 shares Two bona fide gifts of Common Stock on June 22, 2026

Gift 1 size 9,000 shares Gift from Robert and Allison Price Trust UDT 1/10/75 on June 22, 2026

Gift 2 size 9,000 shares Gift from Robert and Allison Price Charitable Trust on June 22, 2026

Trust UDT 1/10/75 holdings 1,135,667 shares Common Stock held indirectly after transactions

Charitable Trust holdings 341,475 shares Common Stock held indirectly after transactions

The Price Group LLC holdings 130,511 shares Indirect Common Stock position reported

Family Trusts holdings 43,000 shares Indirect Common Stock position reported

RARSD LLC holdings 8,314 shares Indirect Common Stock position reported

Key Terms

bona fide gift, beneficial ownership, pecuniary interest, co-trustees, +1 more

5 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift" for each 9,000-share transfer"

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.

beneficial ownership financial

"disclaim beneficial ownership of the securities held by this trust"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of their respective pecuniary interest therein"

co-trustees financial

"The reporting person and his wife Allison Price are co-trustees of this trust"

indirect ownership financial

"ownership_type: "indirect" and ownership_code: "I" for multiple holdings"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 11:42 AM Accepted by SEC EDGAR 06/23/2026 - 11:41 AM Learn about SEC filing dates

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 ROBERT E

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

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	06/22/2026		G		9,000	D	$0	341,475	I	As co-trustee of the Robert and Allison Price Charitable Trust(1)
Common Stock	06/22/2026		G		9,000	A	$0	1,135,667	I	As co-trustee of the Robert and Allison Price Trust UDT 1/10/75(2)
Common Stock								80	D
Common Stock								130,511	I	As co-manager of The Price Group LLC(3)
Common Stock								43,000	I	Family Trusts
Common Stock								8,314	I	As managing member of RARSD LLC(3)

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. The reporting person and his wife Allison Price are co-trustees of this trust. The reporting person and his wife each disclaim beneficial ownership of the securities held by this trust except to the extent of their respective pecuniary interest therein.

2. The reporting person and his wife Allison Price are co-trustees of this trust.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

The reporting person's wife, Allison Price, may also be deemed a greater than 10% beneficial owner of the Issuer's securities in her capacity as co-trustee of each of the trusts identified herein. As such, this Form 4 filing shall be deemed to constitute a Form 4 filing on behalf of both the reporting person and his wife, Allison Price.

	/s/ Robert E. Price	06/23/2026
	** 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)

FAQ

What insider transaction did Robert E. Price report for PRICESMART (PSMT)?

Robert E. Price reported two bona fide gifts totaling 18,000 shares of PRICESMART Common Stock. Each gift involved 9,000 shares and was executed through trusts where he and his wife serve as co-trustees, with no sale proceeds or market transaction disclosed.

Were the PRICESMART (PSMT) Form 4 transactions open-market sales or gifts?

The Form 4 reports gifts, not open-market sales. Both transactions are coded as “G” for bona fide gift, each transferring 9,000 shares of Common Stock at a stated price of $0.00 per share, indicating no sale on the market took place.

How many PRICESMART (PSMT) shares remain in the trusts after the gifts?

After the gifts, the Robert and Allison Price Trust UDT 1/10/75 holds 1,135,667 shares, and the Robert and Allison Price Charitable Trust holds 341,475 shares. These positions are reported as indirect holdings with Robert and Allison Price serving as co-trustees.

Does Robert E. Price disclaim beneficial ownership of some PRICESMART (PSMT) shares?

Yes. The footnotes state that Robert E. Price and his wife Allison Price disclaim beneficial ownership of securities held by certain trusts, except to the extent of their respective pecuniary interests. This applies to the trusts where they act as co-trustees holding PRICESMART shares.

What indirect PRICESMART (PSMT) holdings are reported besides the gifting trusts?

In addition to the gifting trusts, the filing lists indirect holdings of 130,511 shares via The Price Group LLC, 43,000 shares via Family Trusts, and 8,314 shares via RARSD LLC. It also reports a separate small direct holding of 80 shares of Common Stock.

What role does Robert E. Price hold at PRICESMART (PSMT) in this Form 4?

The Form 4 identifies Robert E. Price as both a director and a 10% owner of PRICESMART INC. His reported positions include multiple indirect holdings through LLCs and trusts and a small direct holding, with certain trust-held shares subject to beneficial ownership disclaimers.