PRICESMART INC
For the period ended Aug 31, 2025. Filed Oct 30, 2025.
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FY2025 · Filed Oct 30, 2025
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report.
(1)Financial Statements:
Index to Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2)List of financial statement schedules:
Schedule II – Valuation and Qualifying Accounts
Schedules not listed above have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
(3)List of exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b)The following exhibits are filed as a part of this report:
| ExhibitNumber | Description |
| 3.1(1) | Amended and Restated Certificate of Incorporation of the Company. |
| 3.2(2) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. |
| 3.3(3) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. |
| 3.4(17) | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. |
| 3.5(5) | Second Amended and Restated Bylaws of the Company. |
| 3.6(12) | Amendment to Second Amended and Restated Bylaws of PriceSmart, Inc. |
| 4.1(4) | Specimen of Common Stock certificate. |
| 4.2(10) | Description of Registrant’s Securities. |
| 10.1(11)** | 2013 Equity Incentive Award Plan of PriceSmart, Inc., as amended and restated. |
| 10.2(13) | Amendment to the Amended and Restated 2013 Equity Incentive Award Plan of PriceSmart, Inc. effective as of February 3, 2023. |
| 10.3(18) | Amendment to the Amended and Restated 2013 Equity Incentive Award Plan of PriceSmart, Inc. effective as of February 6, 2025. |
| 10.4(8)** | Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards prior to March 6, 2023). |
| 10.5(8)** | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. for Employees of Foreign Subsidiaries (for awards prior to March 6, 2023). |
| 10.6(8)** | Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards on or after July 16, 2019 and prior to September 18, 2024). |
| 10.7(17) | Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards on or after March 6, 2023). |
| 10.8(17) | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. for Employees of Foreign Subsidiaries (for awards on or after March 6, 2023). |
| 10.9(17) | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Non-Employee Directors under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. |
| 10.10* | Form of Performance Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart Inc. (for awards on or after September 18, 2024). |
| 10.11(6)** | Employment Agreement between the Company and Francisco Velasco dated July 14, 2016. |
| 10.12(7)** | Form of Indemnification Agreement. |
| 10.13(9)** | Employment Agreement dated April 1, 2020 between Michael McCleary and the Company. |
| 10.14(14)** | Amended and Restated Employment Agreement dated March 22, 2023 between John Hildebrandt and the Company. |
| 10.15(15)** | Employment Agreement dated July 1, 2023 between Wayne Sadin and the Company. |
| 10.16(16)** | Employment Agreement between Paul Kovaleski and the Company dated January 1, 2024. |
| 10.17(17)** | Amendment to Employment Agreement between the Company and Wayne Sadin dated June 18, 2024. |
| 10.18(19)** | Employment Agreement effective as of June 1, 2025 between PriceSmart, Inc. and Gualberto Hernandez. |
| 10.19(19) | Separation Agreement and Waiver and Release of Claims dated May 8, 2025 between Michael L. McCleary and the Company. |
| 10.20(20)** | Amendment to Amended and Restated Employment Agreement between the Company and John Hildebrandt dated May 28, 2025. |
| 10.21* ** | Amendment to Amended Employment Agreement effective June 17, 2025 between Wayne Sadin and the Company. |
| 10.22(21)** | Amended and Restated Employment Agreement effective September 1, 2025 between David Price and the Company. |
| 10.23(22)** | Amendment No. 1 to Amended and Restated Employment Agreement dated September 4, 2025 between David Price and the Company. |
| 19.1(17) | Insider Trading Policy. |
| 21.1* | Subsidiaries of the Company. |
| 23.1* | Consent of Independent Registered Public Accounting Firm. |
| 31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1*# | Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2*# | Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1*(17) | Compensation Recoupment (Clawback) Policy. |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
- Filed herewith as an exhibit.
** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.
These certifications are being furnished solely to accompany this Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of PriceSmart, Inc. whether made before or after the date hereof, regardless of any general incorporation language in such filing.
(1)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 1997 filed with the Commission on November 26, 1997.
(2)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2004 filed with the Commission on April 14, 2004.
(3)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2004 filed with the Commission on November 24, 2004.
(4)Incorporated by reference to the Company’s Registration Statement on Form S-3 filed with the Commission on December 2, 2004.
(5)Incorporated by reference to the Company’s Form 8-K Filed with the Commission on July 17, 2015.
(6)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2016 filed with the Commission on October 27, 2016.
(7)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2019 filed with the Commission on October 29, 2019.
(8)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2019 filed with the Commission on January 9, 2020.
(9)Incorporated by reference to the Company’s Form 8-K filed with the Commission on April 7, 2020.
(10)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2020 filed with the Commission on October 30, 2020.
(11)Incorporated by reference to Appendix B to the Company’s proxy statement on Schedule 14A relating to the 2021 Annual Meeting of Stockholders of the Company filed with the Commission on December 18, 2020.
(12)Incorporated by reference to the Company’s Report on Form 8-K filed with the Commission on December 9, 2022.
(13)Incorporated by reference to Appendix B to the Company`s proxy statement on Schedule 14A relating to the 2023 Annual Meeting of Stockholders of the Company field with the Commission on December 16, 2022.
(14)Incorporated by reference to the Company`s Report on Form 8-K/A filed with the Commission on March 24, 2023.
(15)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2023 filed with the Commission on October 30, 2023.
(16)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2024 filed with the Commission on April 9, 2024.
(17)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2024 filed with the Commission on October 30, 2024.
(18)Incorporated by reference Appendix B to the Company`s proxy statement on Schedule 14A relating to the 2025 Annual Meeting of Stockholders of the Company field with the Commission on December 18, 2024.
(19)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2025.
(20)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2025 filed with the Commission on July 10, 2025.
(21)Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on June 20, 2025.
(22)Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on September 5, 2025.
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