PriceSmart (PSMT) officer withheld 9,107 shares; 125,615 direct

PriceSmart Inc. (PSMT) reported an insider transaction by an officer serving as President and COO.

Accepted by SEC EDGAR 10/28/2025 - 04:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

PriceSmart Inc. (PSMT) reported an insider transaction by an officer serving as President and COO. On 10/27/2025, the officer had 9,107 shares withheld to satisfy tax obligations upon the vesting of restricted stock (transaction code F), at a price of $123.15 per share. This reflects share withholding for taxes rather than an open‑market sale.

Following the transaction, the officer beneficially owned 125,615 shares directly. In addition, 858 shares were reported as indirectly owned by a spouse.

Insider Trade Summary

Exercise Price or Tax Liability: 9,107 shares

Exercise Price or Tax Liability 1 txn

Insider HILDEBRANDT JOHN D

Role President and COO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $0.0001 par value per share	9,107	$123.15	$1.12M
Holding	Common Stock, $0.0001 par value per share	--	--	--

Holdings After Transaction: Common Stock, $0.0001 par value per share — 125,615 shares (Direct); Common Stock, $0.0001 par value per share — 858 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. Represents the withholding of restricted stock to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock.

FAQ

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What did the Form 4 for PriceSmart (PSMT) report?

An officer reported withholding 9,107 shares to cover taxes upon restricted stock vesting on 10/27/2025 (code F).

Was this an open-market sale for PriceSmart (PSMT)?

No. Code F indicates shares were withheld for tax withholding on vesting, not an open‑market sale.

How many shares does the reporting person hold after the transaction?

The officer beneficially owned 125,615 shares directly after the transaction.

What was the price used for the withheld shares?

The withholding was recorded at $123.15 per share.

Are there any indirect holdings reported for PSMT?

Yes. The filing lists 858 shares indirectly owned by the officer’s spouse.

What does transaction code F mean on a Form 4?

Code F denotes shares withheld to satisfy tax withholding obligations upon the vesting of equity awards.

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^*

HILDEBRANDT JOHN D

(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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025

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	10/27/2025		F		9,107(1)	D	$123.15	125,615	D
Common Stock, $0.0001 par value per share								858	I	By Spouse

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 the withholding of restricted stock to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock.

Remarks:

	/s/ Gualberto Hernandez	10/27/2025
	** 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.