[8-K/A] Pricesmart Inc Amends Material Event Report

Rhea-AI Filing Summary

PriceSmart has filed an 8-K/A amendment to report significant changes in executive compensation and leadership. David Price will be promoted from Executive Vice President and Chief Transformation Officer to Chief Executive Officer, effective September 1, 2025.

Key compensation details approved by the Compensation Committee on June 17, 2025 include:

• Base salary increase to $1,500,000 annually
• Target annual cash incentive of $500,000
• Annual equity incentive awards targeted at $3,000,000 (grant-date value)

The Amended and Restated Employment Agreement includes severance provisions if terminated without cause, including: one-year salary continuation, 12-month health benefits, unpaid/pro-rata bonus payments, and accelerated vesting of certain equity awards. The agreement contains standard confidentiality and non-solicitation provisions, with automatic annual renewal unless 60 days' notice is provided by either party.

Positive

• David Price promoted to CEO with significant compensation package: $1.5M base salary, $500K target bonus, and $3M in equity incentives
• Employment agreement includes robust executive protection with 12-month severance package including salary continuation, health benefits, and accelerated equity vesting
• Agreement includes automatic annual renewal provision, providing stability and continuity in leadership

Negative

• Substantial increase in executive compensation costs with new CEO package totaling $5M annually (base + bonus + equity)
• Accelerated vesting provisions for equity awards could lead to significant expenses in case of early termination

0001041803TRUE00010418032025-02-282025-02-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2025

PriceSmart, Inc.

(Exact name of registrant as specified in its charter)

Delaware			000-22793			33-0628530
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

9740 Scranton Road

San Diego, CA 92121

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (858) 404-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.0001 par value			PSMT			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Explanatory Note

PriceSmart, Inc., a Delaware corporation (“PriceSmart” or the “Company”), is filing this Amendment No. 1 to Form 8-K to report that on June 17, 2025 (i) the Compensation and Human Capital Committee of the Board of Directors of the Company (the “Compensation Committee”) approved increased compensation for Mr. Price associated with his promotion from Executive Vice President and Chief Transformation Officer to Chief Executive Officer, effective September 1, 2025, and (ii) the Company entered into an Amended and Restated Employment Agreement effective September 1, 2025 with David Price.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Chief Executive Officer

PriceSmart previously announced that David Price will become Chief Executive Officer, effective September 1, 2025. On June 17, 2025, the Compensation Committee approved increased compensation for Mr. Price associated with his promotion from Executive Vice President and Chief Transformation Officer to Chief Executive Officer, effective September 1, 2025. Under his increased compensation, Mr. Price’s salary will increase to $1,500,000 per year, with a target annual cash incentive award of $500,000 and targeted annual vesting of $3,000,000 of equity incentive awards based on grant-date value.

On June 17, 2025, the Company entered into an Amended and Restated Employment Agreement effective September 1, 2025 with Mr. Price reflecting the economic terms approved by the Compensation Committee and described above. The Amended and Restated Employment will automatically renew each year unless either the Company or Mr. Price provides at least 60 days’ notice that the Company or executive, as the case may be, wishes to terminate the agreement. The Amended and Restated Employment Agreement specifies that the base salary reflected therein may be increased, but not decreased, at the Company’s discretion. The Amended and Restated Employment Agreement states that Mr. Price is eligible to participate in the Company’s bonus plan and to receive all other benefits offered to senior executives of the Company under the Company’s benefit practices and plans.

In addition to termination at the end of the term if one party elects to terminate the agreement, Mr. Price may terminate his employment on 60 days’ prior written notice. The Company may terminate Mr. Price’s employment with cause upon immediate notice or without cause upon 30 days’ prior written notice. In the event that (i) the Company terminates Mr. Price’s employment without “cause”; (ii) upon termination due to Mr. Price’s “disability”; (iii) Mr. Price terminates his employment for “good reason”; or (iv) the Company elects to cause the non-renewal of the employment agreement such that it expires at the end of its then-current term, subject to Mr. Price providing a release to the Company, Mr. Price will be entitled to:

•payment of an amount equal to one times base salary then in effect, payable in 24 equal installments over a period of 12 months,

•continued contribution of the premium cost for Mr. Price’s and his eligible dependents’ participation in the Company’s group health plan for 12 months,

•payment of any accrued but any unpaid bonus for year prior to termination and a pro rata bonus earned for the year of termination (payable when all other bonuses are paid), and

•accelerated vesting of the number of shares subject to outstanding and unvested equity awards held by Mr. Price scheduled to vest in the 12-month period following his termination; provided that as to an award that is subject to performance-based vesting requirements, (i) vesting will remain subject to satisfaction of the applicable performance criteria, and vesting will not occur unless and until the applicable performance criteria are determined to have been met, and (ii) Mr. Price will not be eligible for any increases in the number of shares covered by awards subject to performance-based vesting based on corporate performance above target levels.

Upon Mr. Price’s death, Mr. Price’s estate will be entitled to receive continued contribution of the premium cost for Mr. Price’s eligible dependents’ participation in the Company’s group health plan for 12 months and payment of any accrued but any unpaid bonus for any year prior to termination and a pro rata bonus for the year of termination (payable when all other bonuses are paid).

The Amended and Restated Employment Agreement also contains confidentiality provisions, restrictions on solicitation of employees and interference with the Company’s customers and contracts, and other terms and conditions customary to executive employment agreements.

The foregoing description is qualified in its entirety by the Amended and Restated Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
10.1						Amended and Restated Employment Agreement effective September 1, 2025 between David Price and the Company
104						The cover page from this Current report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 20, 2025			/s/ MICHAEL L. MCCLEARY
			Michael L. McCleary Executive Vice President, Finance and Principal Accounting Officer

FAQ

Who is the new CEO of PriceSmart (PSMT) and when does he start?

David Price will become Chief Executive Officer of PriceSmart (PSMT), effective September 1, 2025. He is being promoted from his current position as Executive Vice President and Chief Transformation Officer.

What is David Price's compensation package as PSMT's new CEO?

David Price's compensation package as PSMT's new CEO includes: $1,500,000 annual base salary, a target annual cash incentive award of $500,000, and targeted annual vesting of $3,000,000 in equity incentive awards based on grant-date value.

What severance benefits will PSMT's new CEO receive if terminated without cause?

If terminated without cause, David Price will receive: 1x base salary paid over 12 months, 12 months of health insurance premium contributions, any unpaid prior year bonus plus pro-rata current year bonus, and accelerated vesting of equity awards scheduled to vest within 12 months (subject to performance criteria if applicable).

What are the key terms of PSMT's new CEO employment agreement?

Key terms include: automatic annual renewal unless 60 days' notice is given, base salary can be increased but not decreased, participation in company bonus and benefit plans, and includes standard confidentiality and non-solicitation provisions. The agreement becomes effective September 1, 2025.

When did PSMT file this amended 8-K (8-K/A) and what was the purpose?

PSMT filed this 8-K/A on June 28, 2025 to report the Compensation Committee's June 17, 2025 approval of David Price's increased compensation package and the execution of his Amended and Restated Employment Agreement associated with his promotion to CEO.