8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.2)

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)

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):

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

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. 2 to Form 8-K to report that on September 4, 2025 (i) the Compensation and Human Capital Committee of the Board of Directors of the Company (the “Compensation Committee”), without changing the total annual compensation, approved a change in the mix of salary, bonus and equity awards previously approved for David Price upon his promotion to Chief Executive Officer, effective September 1, 2025, and (ii) the Company entered into an amendment to Mr. Price’s Amended and Restated Employment Agreement dated September 4, 2025 to reflect the change in his base salary.

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 David Price’s promotion to Chief Executive Officer, effective September 1, 2025. On June 17, 2025, the Compensation Committee approved increased compensation for Mr. Price associated with his promotion to Chief Executive Officer, including a salary of $1,500,000 per year, 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 September 4, 2025, the Compensation Committee reconsidered the mix of elements of Mr. Price’s compensation. Without changing the total annual compensation, the Compensation Committee approved a $500,000 increase in base salary offset by a $500,000 reduction in the target annual vesting of equity awards. As revised, Mr. Price’s compensation will consist of a salary of $2,000,000 per year, a target annual cash incentive award of $500,000 and targeted annual vesting of $2,500,000 of equity incentive awards based on grant-date value.

On June 17, 2025, the Company entered into an Amended and Restated Employment Agreement with Mr. Price effective September 1, 2025 reflecting the base salary approved by the Compensation Committee on June 17, 2025. On September 4, 2025, the Company entered into Amendment No. 1 to the Amended and Restated Employment increasing Mr. Price’s base salary to $2,000,000 per year, retroactive to September 1, 2025. No change to Mr. Price’s Amended and Restated Employment Agreement was required regarding the decrease in the target for annual vesting of equity incentive awards based on grant-date value because the Amended and Restated Employment Agreement does not specify a target for annual vesting of equity incentive awards based on grant-date value, that being a matter left solely to the discretion of the Compensation Committee.

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

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.

Document

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is dated as of September 4, 2025 (the “Effective Date”) and is entered into by and between PriceSmart, Inc. (the “Company”) and David Price (the “Executive”).

WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement, effective as of September 1, 2025 (the “Agreement”);

WHEREAS, the Company and the Executive desire to amend the Agreement; and

WHEREAS, all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1.     Amendment.  Section 3\(a\) of the Agreement is deleted in its entirety and replaced with the following:
   

(a) Base Salary. During the Term, the Executive’s annual base salary shall be $2,000,000 (the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time and may be increased, but not decreased, at the discretion of the Company. The Base Salary shall be effective retroactive to September 1, 2025.

3.     Miscellaneous.  Nothing in this Amendment shall constitute or be deemed to constitute an amendment of any provision of, or a waiver of the rights of any party under, the Agreement except as expressly set out in this Amendment.  Except as specifically amended by this Amendment, all provisions of the Agreement shall remain in full force and effect.  Upon the execution hereof, this Amendment and the Agreement shall constitute one agreement.  The term “Agreement” as used in the Agreement shall mean the Agreement as amended by this Amendment.  Upon the execution and delivery of this Amendment by each of the parties named on this signature pages hereof, this Amendment shall be deemed to be in full force and effect, and the terms and conditions herein shall be legally binding on each party hereto.
   

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.

PriceSmart, Inc.

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