[8-K] Pricesmart Inc Reports Material Event

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Earnings Event Analyst

PriceSmart filed an Item 2.02 8-K to furnish Q3 results; impact direction unknown without the exhibit’s numbers.

The company issued an 8-K under Item 2.02 – Results of Operations and Financial Condition, stating that a press release containing fiscal Q3 (ended May 31, 2025) results is furnished as Exhibit 99.1. Because the information is “furnished” rather than “filed,” it is not subject to Section 18 liability, aligning with common practice for earnings releases.

Materiality stems from the fact that quarterly financial performance often drives revisions to models and outlooks. However, the actual metrics—revenue, margins, EPS, guidance—are contained only in the exhibit, which is not provided here. Without those figures, the filing alone neither signals strength nor weakness; it merely confirms timely disclosure.

Operationally, management’s prompt reporting suggests adherence to disclosure schedules and may reduce information-asymmetry risk. Still, investors must consult Exhibit 99.1 to assess directionality and magnitude of any changes. In short, the 8-K is informationally significant, but its net market impact cannot be determined from the text supplied.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 10, 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

Item 2.02. Results of Operations and Financial Condition.

On July 10, 2025, PriceSmart, Inc. issued a press release regarding the results of operations for its third quarter ended May 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall be deemed “furnished” and not “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section.

Item 9.01. Exhibits.

(d)The following exhibit is furnished herewith:

Exhibit Number						Description
99.1						Press Release of PriceSmart, Inc. dated July 10, 2025.
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: July 14, 2025			/s/ MICHAEL L. MCCLEARY
			Michael L. McCleary Executive Vice President, Finance (Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number						Description
99.1						Press Release of PriceSmart, Inc. dated July 10, 2025.
104						The cover page from this Current report on Form 8-K, formatted in Inline XBRL.

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