PriceSmart (PSMT) director granted 1,131 RSUs, total holdings now 6,972 shares

Rhea-AI Filing Summary

PriceSmart, Inc. director John Thelan reported an equity award of company stock. On February 5, 2026, he acquired 1,131 shares of PriceSmart common stock at a price of $0 per share, representing a grant of restricted stock units.

These restricted stock units vest in full on January 30, 2027, or on the date of PriceSmart’s next annual meeting of stockholders, whichever occurs sooner. Following this award, Thelan beneficially owns 6,972 shares of PriceSmart common stock in direct ownership.

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^*

Thelan John

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		A		1,131(1)	A	$0	6,972	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. These shares are represented by restricted stock units, which vest in full on January 30, 2027 or the date of the issuer's next annual meeting of stockholders, whichever is sooner.

Remarks:

	/s/ Gualberto Hernandez	02/06/2026
	** 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.
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FAQ

What insider transaction did PriceSmart (PSMT) disclose for director John Thelan?

PriceSmart disclosed that director John Thelan received 1,131 shares of common stock as a restricted stock unit award. The grant was recorded at a price of $0 per share and increased his directly owned holdings to 6,972 shares of PriceSmart common stock.

When do John Thelan’s new PriceSmart (PSMT) restricted stock units vest?

Thelan’s restricted stock units vest in full on January 30, 2027, or on the date of PriceSmart’s next annual meeting of stockholders, whichever occurs sooner. Vesting means the shares become fully owned by him once that condition is satisfied.

How many PriceSmart (PSMT) shares does director John Thelan own after this Form 4 filing?

After this reported equity award, director John Thelan beneficially owns 6,972 shares of PriceSmart common stock. This total reflects the addition of 1,131 shares granted as restricted stock units on February 5, 2026, held in direct ownership.

Was cash paid for the PriceSmart (PSMT) shares granted to director John Thelan?

No cash was paid for this equity grant. The Form 4 reports that the 1,131 shares of PriceSmart common stock were acquired at a price of $0 per share, reflecting a restricted stock unit award rather than an open-market purchase.

What role does John Thelan hold at PriceSmart (PSMT) in this insider filing?

In this insider filing, John Thelan is identified as a director of PriceSmart, Inc. The Form 4 indicates he is not reported as an officer or 10% owner, and the transaction relates to his equity compensation as a board member.