PSMT CEO reports 1,311-share PSU award; vesting set for 2029

Rhea-AI Filing Summary

PriceSmart (PSMT) CEO and director reported an insider transaction on Form 4. On October 17, 2025, the executive reported the acquisition of 1,311 shares of common stock at $0, tied to performance stock units (PSUs) for which target criteria were determined to have been met.

The filing states these PSUs remain subject to time-based vesting, with 1,311 shares scheduled to vest on October 26, 2029, subject to continued service or acceleration under the award agreement. Following the transaction, beneficial ownership was 123,378 shares direct, and 51,305 shares indirect held by the David Price Trust.

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 David R

(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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2025

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	10/17/2025		A		1,311(1)	A	$0	123,378	D
Common Stock, $0.0001 par value per share								51,305	I	By the David Price Trust

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 performance stock units for which target criteria was determined to have been met on October 17, 2025. The PSUs remain subject to time-based vesting. 1,311 shares vest on October 26, 2029 subject to continued service or acceleration of vesting as provided in award agreement.

Remarks:

	/s/ Gualberto Hernandez	10/20/2025
	** 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.
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FAQ

What insider transaction did PriceSmart (PSMT) report?

The CEO reported acquiring 1,311 shares of common stock at $0 on October 17, 2025 linked to PSUs with met performance criteria.

How many PriceSmart shares does the CEO own after the transaction?

Following the transaction, the CEO beneficially owned 123,378 shares directly and 51,305 shares indirectly via the David Price Trust.

What is the vesting schedule for the reported PSUs at PriceSmart (PSMT)?

The filing notes 1,311 shares are scheduled to vest on October 26, 2029, subject to continued service or potential acceleration per the award agreement.

What role does the reporting person hold at PriceSmart (PSMT)?

The reporting person is both a Director and an Officer, serving as CEO.

Was the acquisition price disclosed for the shares?

Yes. The 1,311 shares were reported acquired at a price of $0.

Is there any indication of a Rule 10b5-1 trading plan?

The form includes a checkbox related to Rule 10b5‑1(c), but the excerpt does not indicate it was checked.