PriceSmart (PSMT) director reports 12,770-share transfer by trust

Rhea-AI Filing Summary

PriceSmart Inc. director and greater-than-10% owner Robert E. Price reported a transfer of 12,770 shares of common stock on January 28, 2026, coded "G" at a price of $0. These shares are held indirectly as co-trustee of the Robert and Allison Price Charitable Trust and result in 350,475 shares reported for that trust.

He also reports indirect beneficial ownership of 1,134,667 shares as co-trustee of the Robert and Allison Price Trust UDT 1/10/75, 150,511 shares as co-manager of The Price Group LLC, 43,000 shares through family trusts, and 8,314 shares as managing member of RARSD LLC, plus 80 shares held directly. Several positions are reported with disclaimers limiting beneficial ownership to his pecuniary interest.

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^*

PRICE ROBERT E

(Last) (First) (Middle)

7777 FAY AVE., STE. 300

(Street)

LA JOLLA CA 92037

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

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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	01/28/2026		G		12,770	D	$0	350,475	I	As co-trustee of the Robert and Allison Price Charitable Trust(1)
Common Stock								1,134,667	I	As co-trustee of the Robert and Allison Price Trust UDT 1/10/75(2)
Common Stock								80	D
Common Stock								150,511	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	01/28/2026
	** 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.

FAQ

What insider transaction did PSMT disclose for Robert E. Price on January 28, 2026?

PriceSmart reported a transfer of 12,770 common shares on January 28, 2026, coded “G” at a price of $0. The shares are held indirectly through the Robert and Allison Price Charitable Trust, where Robert E. Price serves as co-trustee.

How many PriceSmart (PSMT) shares does the reported charitable trust hold after the transaction?

After the reported transaction, the Robert and Allison Price Charitable Trust holds 350,475 PriceSmart common shares. Robert E. Price reports these shares as indirect beneficial ownership in his capacity as co-trustee of the trust with his wife, Allison Price.

What other indirect PriceSmart (PSMT) holdings does Robert E. Price report?

Robert E. Price reports 1,134,667 PriceSmart shares as co-trustee of the Robert and Allison Price Trust UDT 1/10/75, 150,511 shares via The Price Group LLC, 43,000 shares through family trusts, and 8,314 shares via RARSD LLC, all as indirect holdings.

Does Robert E. Price hold any PriceSmart (PSMT) shares directly?

Yes. In addition to multiple indirect positions, Robert E. Price reports direct ownership of 80 PriceSmart common shares. The filing distinguishes between shares held directly in his name and those held through trusts, LLCs, and other related entities.

What beneficial ownership disclaimers are included in the PriceSmart (PSMT) Form 4?

The filing notes that Robert E. Price and his wife each disclaim beneficial ownership of certain trust-held shares except for their respective pecuniary interests. He also disclaims beneficial ownership of securities held through some entities, again limited to his economic interest.

What is Robert E. Price’s relationship to PriceSmart (PSMT) according to this filing?

The filing identifies Robert E. Price as both a director and a greater-than-10% beneficial owner of PriceSmart. His reported positions include direct holdings and several indirect holdings through trusts and entities where he serves as co-trustee, co-manager, or managing member.