PSMT 8-K
Pricesmart Inc (PSMT)
8-K
2025-03-03
For: 2025-02-28
View Original
Added on
April 09, 2026
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): February 28, 2025
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b)) | |||||
| 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 | ||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2025, Robert Price notified the Board of Directors of PriceSmart, Inc. (“PriceSmart” or the “Company”) of his intention to step down as Interim Chief Executive Officer effective August 31, 2025. David Price, the Company’s current Executive Vice President and Chief Transformation Officer and member of the Board of Directors, will become Chief Executive Officer effective September 1, 2025. Robert Price will become Executive Chairman of the Board of Directors.
David Price has been with the Company since July 2017 and was promoted to Executive Vice President and Chief Transformation Officer in August 2023. He has served as a member of the Board of Directors of the Company since February 2022. He leads several important areas, including Information Technology, PriceSmart.com, and Payment Solutions and Services. Prior to his current role, he was the Executive Vice President and Chief of Staff to the Chairman of the Board and the Company’s Interim Chief Executive Officer, Robert Price, from December 2022 to July 2023. Between January 2022 and December 2022, Mr. Price served as Vice President for Environmental and Social Responsibility. Between September 2020 and January 2022, he was Vice President for Omnichannel Initiatives and Environmental and Social Responsibility. From September 2018 to August 2020, Mr. Price worked as a director in the Company’s E-Commerce division. He holds a Master’s degree in International Affairs from the University of California San Diego and a Bachelor of Science from the University of Southern California. David Price is Robert Price’s son.
The Company expects that David Price’s compensation will be adjusted in connection with his becoming Chief Executive Officer. The Company will file an amendment to this Current Report on Form 8-K when such compensation has been determined and approved by the Compensation and Human Capital Committee of the Board of Directors.
David Price was not appointed pursuant to any arrangement or understanding between him and any other person. During the year ended August 31, 2024, the Company sold approximately $336,000 of supplies to Price Philanthropies Foundation. David Price serves as a Vice President and a Vice Chair of the Board of the Price Philanthropies Foundation. In addition, during the year ended August 31, 2024, the Company made a contribution of $150,000 to PriceSmart Foundation. David Price serves as the President of PriceSmart Foundation. There are no other transactions in which David Price has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 3, 2025, the Company issued a press release announcing Robert Price’s intention to step down as Interim Chief Executive Officer effective August 31, 2025 and the Company’s decision to promote David Price to Chief Executive Officer effective September 1, 2025. A copy of the press release is attached as Exhibit 99.1 hereto.
The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||||||||||
| 99.1 | |||||||||||
| 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: March 3, 2025 | /s/ FRANCISCO VELASCO | ||||
| Francisco Velasco Executive Vice President, Chief Legal Officer, Registered In-House Counsel, Chief Risk & Compliance Officer and Secretary | |||||
PriceSmart Announces CEO Transition Plan
Robert Price to Step Down as Interim CEO; Will Become Executive Chairman of the Board of Directors
David Price Named CEO to Succeed Robert Price
San Diego, CA (March 3, 2025) - PriceSmart, Inc. (“PriceSmart” or the “Company”) (NASDAQ: PSMT) today announced that Robert Price has notified the Board of Directors of his intention to step down as Interim Chief Executive Officer effective August 31, 2025. David Price, the Company’s current Executive Vice President and Chief Transformation Officer and member of the Board of Directors, will become Chief Executive Officer effective September 1, 2025. Robert Price will become Executive Chairman of the Board of Directors.
Robert Price has most recently led PriceSmart as Interim Chief Executive Officer since February 2023 and has been Chairman of the Board of Directors of the Company since its spin-off from Price Enterprises, Inc. in 1997. In announcing his decision to step down as Interim Chief Executive Officer, Robert Price said, “As I approach my 83rd birthday in 2025, the time is right for me to transition from day-to-day duties and become Executive Chairman of the Board of Directors. Serving as Interim Chief Executive Officer these last two years has been especially rewarding for me because of the progress we have made in our business and the positive impact PriceSmart continues to have on the lives of so many people—employees, Members, suppliers, and our communities.”
Regarding the CEO transition, Robert Price added, “David and I have worked together on a daily basis for the past two years and I have kept a close eye on his progress during his almost decade with the Company. I have complete confidence in his leadership, and I am thrilled that the PriceSmart Board of Directors has selected him as my successor. I’m proud to have sustained a culture of doing business the right way throughout my years of service to PriceSmart, and I’m sure that David will remain committed to this fundamental principle. For us, doing business the right way means offering our Members quality merchandise and services at affordable prices, providing our employees with good working conditions and conducting ourselves in a socially and environmentally responsible manner.”
David Price said, “I am honored to succeed my dad as PriceSmart’s CEO. I am fortunate to continue to work with him in my new role and am humbled by the confidence that he, the Board of Directors, and our dedicated employees have placed in me.”
Dave Snyder, Vice Chairman of the Company’s Board and Lead Independent Director, said, “PriceSmart’s Board is responsible for ensuring the continuity of senior management leadership. The succession plan we are announcing today enables a smooth transition to a capable leader who has a unique understanding of the Company and its culture while providing for ongoing contributions from PriceSmart’s founder and Chairman of the Board. The Company’s independent members of the Board of Directors unanimously approved the appointment of David Price as CEO and has the highest degree of confidence that he, together with the rest of the Company’s accomplished management team, will continue to expand PriceSmart’s business and enhance stockholder return.”
David Price has been with the Company since July 2017 and was promoted to Executive Vice President and Chief Transformation Officer in August 2023. He has served as a member of the Board of Directors of the Company since February 2022. He currently leads several important areas, including Information Technology, PriceSmart.com, and Payment Solutions and Services. Prior to his current role, he was the Executive Vice President and Chief of Staff to the Chairman of the Board and the Company’s Interim Chief Executive Officer, Robert Price, from December 2022 to July 2023.
PriceSmart’s President and Chief Operating Officer John Hildebrant will continue serving in that role. Mr. Hildebrandt said, “Robert has been a guiding light for this business and for me. He has demonstrated that a business can be successful while operating the right way—providing our Members with the best possible shopping experience while making sure our employees receive excellent pay and benefits, a respectful and welcoming work environment, and opportunities for advancement. Moving forward, David Price is ideally prepared to assume the duties as our next Chief Executive Officer. He has been inculcated in PriceSmart’s values by his father Robert and his grandfather Sol Price his whole life. The transition from Robert to David ensures continuity for our Members, employees, and stockholders.”
About PriceSmart
PriceSmart, headquartered in San Diego, owns and operates U.S.-style membership shopping warehouse clubs in Latin America and the Caribbean, selling high quality merchandise and services at low prices to PriceSmart Members. PriceSmart operates 54 warehouse clubs in 12 countries and one U.S. territory (ten in Colombia; eight in Costa Rica; seven in Panama; six in Guatemala; five in Dominican Republic; four each in Trinidad and El Salvador; three in Honduras; two each in Nicaragua and Jamaica; and one each in Aruba, Barbados and the United States Virgin Islands). In addition, the Company plans to open one warehouse club in Cartago, Costa Rica in April 2025 and one warehouse club in Quetzaltenango, Guatemala in the summer of 2025. Once these two new clubs are open, the Company will operate 56 warehouse clubs.
This press release may contain forward-looking statements concerning PriceSmart, Inc.'s ("PriceSmart", the "Company" or "we") anticipated future revenues and earnings, adequacy of future cash flows, future dividends, omni-channel initiatives, proposed warehouse club openings, the Company's performance relative to competitors and related matters. These forward-looking statements include, but are not limited to, statements containing the words "expect," "believe," "will," "may," "should," "project," "estimate," "anticipated," "scheduled," "intend," and like expressions, and the negative thereof. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, but not limited to: various political, economic and compliance risks associated with our international operations, adverse changes in economic conditions in our markets, natural disasters, volatility in currency exchange rates and illiquidity of certain local currencies in our markets, competition, consumer and small business spending patterns, political instability, increased costs associated with the integration of online commerce with our traditional business, whether the Company can successfully execute strategic initiatives, our reliance on third party service providers, including those who support transaction and payment processing, data security and other technology services, cybersecurity breaches that could cause disruptions in our systems or jeopardize the security of Member, employee or business information, cost increases from product and service providers, interruption of supply chains, novel coronavirus (COVID-19) related factors and challenges, exposure to product liability claims and product recalls, recoverability of moneys owed to PriceSmart from governments, and other important factors discussed in the Risk Factors section of the Company's most recent Annual Report on Form 10-K, and other factors discussed from time to time in other filings with the SEC, which are accessible on the SEC's website at www.sec.gov, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date that they are made, and the Company does not undertake to update them, except as required by law. In addition, these risks are not the only risks that the Company faces. The Company could also be affected by additional factors that apply to all companies operating globally and in the U.S., as well as other risks that are not presently known to the Company or that the Company considers to be immaterial.
For further information, please contact Michael L. McCleary, EVP, Chief Financial Officer and Principal Accounting Officer (858) 404-8826 or send an email to [email protected].