PSMT Form 4: EVP & CFO Granted 39,178 Restricted Shares with Multi-Year Vesting

Rhea-AI Filing Summary

Gualberto Hernandez, EVP & Chief Financial Officer of PriceSmart, acquired 39,178 restricted shares on 09/04/2025 at no cash price, increasing his reported beneficial ownership to 39,278 shares. The award is subject to time-based vesting: 10,310 shares vest on 10/26/2026, then 8,248 shares vest annually on 10/26/2027, 10/26/2028, and 10/26/2029, and 4,124 shares vest on 10/26/2030, each contingent on continued service through the vesting dates. The Form 4 was signed on 09/10/2025.

Positive

• Time-based vesting over five years supports long-term retention of the CFO
• No cash outlay reported for the award, indicating a standard restricted stock grant rather than a purchase

Negative

• No performance-based conditions are disclosed; vesting appears solely service-based
• Concentration risk not addressed: filing does not state percentage ownership relative to outstanding shares

Insights

Corporate Governance Specialist

TL;DR: Insider received a time-vested restricted stock award, aligning executive compensation with long-term service.

The transaction is a standard, non-cash restricted stock grant to the EVP & CFO, delivered under the companys equity compensation arrangements. Vesting is spread over five annual milestones from 2026 through 2030, which supports retention incentives and ties the executives equity to continued employment rather than immediate sale. The incremental increase to 39,278 shares reflects the grant plus pre-existing holdings. There are no convertible or derivative instruments reported and no cash purchase price was paid for the award.

Compensation & Benefits Analyst

TL;DR: Time-based restricted shares encourage multi-year retention, a routine element of executive pay.

The award schedule—10,310 shares in 2026, then three annual grants of 8,248 shares and a final 4,124 shares in 2030—indicates a front-loaded portion followed by even annual tranches, typical for long-term incentive design. Because the grant was awarded at $0 reported price, this appears to be a standard restricted stock grant rather than a purchase or exercised option. This structure may modestly increase executive ownership over time if vesting conditions are met, but the Form 4 contains no performance-based contingencies.

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

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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^*

Hernandez Gualberto

(Last) (First) (Middle)

9740 SCRANTON RD

(Street)

SAN DIEGO CA 92121

(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)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		A		39,178(1)	A	$0	39,278	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. Award of restricted stock subject to vesting. 10,310 shares vest on October 26, 2026, 8,248 shares vest on October 26, 2027, 8,248 shares vest on October 26, 2028, 8,248 shares vest on October 26, 2029, 4,124 shares vest on October 26, 2030, subject to continued service through each such vesting date.

Remarks:

	/s/ Francisco Velasco	09/10/2025
	** 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.

FAQ

What transaction did PriceSmart insider Gualberto Hernandez report on Form 4 (PSMT)?

The filing reports an award of 39,178 restricted shares on 09/04/2025, increasing beneficial ownership to 39,278 shares.

What is the vesting schedule for the restricted shares reported by Gualberto Hernandez?

Vesting is time-based: 10,310 shares on 10/26/2026, 8,248 shares each on 10/26/2027, 10/26/2028, 10/26/2029, and 4,124 shares on 10/26/2030, subject to continued service.

Did the Form 4 for PSMT indicate any cash price for the restricted stock award?

No cash price is reported; the transaction is shown with a $0 price, consistent with a restricted stock grant.

Who is the reporting person and what is their role at PriceSmart (PSMT)?

The reporting person is Gualberto Hernandez, who is identified as EVP & Chief Financial Officer of PriceSmart.

When was the Form 4 signed and filed?

The signature block shows the form was signed on 09/10/2025 by Francisco Velasco on behalf of the reporting person.