Pricesmart Inc 10-Q for FY2026 Q3
Pricesmart Inc (PSMT)
10-Q
2026-07-08
For: 2026-05-31
View Original
Added on
July 08, 2026
About this 10-Q
Pricesmart Inc filed this 10-Q on July 8, 2026, covering the quarter ended May 31, 2026 (FY2026 Q3).
Headline figures
Quarter ended May 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.48B
- up 12.5% from $1.32B a year earlier
- Net income
- $39.69M
- up 12.9% from net income of $35.16M a year earlier
- Diluted EPS
- $1.28
- up 12.3% from $1.14 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended May 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______ to
COMMISSION FILE NUMBER 000-22793
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(Registrant’s telephone number, including area code): (858 ) 404-8800
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
No o | |||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
No o | |||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller Reporting Company | |||||||||
| Emerging growth company | |||||||||||
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o | No | |||||||
The registrant had 30,860,524 shares of its common stock, par value $0.0001 per share, outstanding at June 30, 2026.
PRICESMART, INC.
INDEX TO FORM 10-Q
| Page | ||||||||
| ITEM 1. | ||||||||
CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2026 (UNAUDITED) AND AUGUST 31, 2025 | ||||||||
CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2026 AND 2025 - UNAUDITED | ||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2026 AND 2025 - UNAUDITED | ||||||||
CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2026 AND 2025 - UNAUDITED | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MAY 31, 2026 AND 2025 - UNAUDITED | ||||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| ITEM 1. | ||||||||
| ITEM 1A. | ||||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| ITEM 5. | ||||||||
| ITEM 6. | ||||||||
i
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PriceSmart, Inc.’s (“PriceSmart,” “we,” the “Company” or “our”) unaudited consolidated balance sheet as of May 31, 2026 and the consolidated balance sheet as of August 31, 2025, the unaudited consolidated statements of income for the three and nine months ended May 31, 2026 and 2025, the unaudited consolidated statements of comprehensive income for the three and nine months ended May 31, 2026 and 2025, the unaudited consolidated statements of equity for the three and nine months ended May 31, 2026 and 2025, and the unaudited consolidated statements of cash flows for the nine months ended May 31, 2026 and 2025 are included herein. Also included herein are the notes to the unaudited consolidated financial statements.
1
PRICESMART, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
| May 31, 2026 (Unaudited) | August 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term restricted cash | |||||||||||
| Short-term investments | |||||||||||
Receivables, net of allowance for credit losses of $ | |||||||||||
| Merchandise inventories | |||||||||||
Prepaid expenses and other current assets (includes $ | |||||||||||
| Total current assets | |||||||||||
| Long-term restricted cash | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Deferred tax assets | |||||||||||
Other non-current assets (includes $ | |||||||||||
| Investment in unconsolidated affiliates | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Short-term borrowings | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued salaries and benefits | |||||||||||
| Deferred income | |||||||||||
| Income taxes payable | |||||||||||
Other accrued expenses and other current liabilities (includes $ | |||||||||||
| Operating lease liabilities, current portion | |||||||||||
| Dividends payable | |||||||||||
| Long-term debt, current portion | |||||||||||
| Total current liabilities | |||||||||||
| Deferred tax liability | |||||||||||
| Long-term income taxes payable, net of current portion | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
Other long-term liabilities (includes $ | |||||||||||
| Total Liabilities | |||||||||||
2
| Stockholders' Equity: | |||||||||||
Common stock $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
Less: treasury stock at cost, | ( | ( | |||||||||
| Total Stockholders' Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See accompanying notes.
3
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Net merchandise sales | $ | $ | $ | $ | |||||||||||||||||||
| Export sales | |||||||||||||||||||||||
| Membership income | |||||||||||||||||||||||
| Other revenue and income | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of goods sold: | |||||||||||||||||||||||
| Net merchandise sales | |||||||||||||||||||||||
| Export sales | |||||||||||||||||||||||
| Selling, general and administrative: | |||||||||||||||||||||||
| Warehouse club and other operations | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Pre-opening expenses | |||||||||||||||||||||||
| Loss on disposal of assets | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Total other expense | ( | ( | ( | ( | |||||||||||||||||||
| Income before provision for income taxes and income (loss) of unconsolidated affiliates | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) of unconsolidated affiliates | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share available for distribution: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Shares used in per share computations: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes.
4
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED—AMOUNTS IN THOUSANDS)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
Foreign currency translation adjustments (1) | |||||||||||||||||||||||
| Defined benefit pension plan: | |||||||||||||||||||||||
| Net gain (loss) arising during period | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost and actuarial gains included in net periodic pensions cost | |||||||||||||||||||||||
| Total defined benefit pension plan | |||||||||||||||||||||||
Derivative instruments: (2) | |||||||||||||||||||||||
| Unrealized gains (losses) on change in derivative obligations | ( | ||||||||||||||||||||||
| Unrealized gains (losses) on change in fair value of cash flow hedges | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income to net income for settlement of derivatives | |||||||||||||||||||||||
| Total derivative instruments | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
(1)Translation adjustments arising in translating the financial statements of a foreign entity have no effect on the income taxes of that foreign entity. They may, however, affect: (a) the amount, measured in the parent entity's reporting currency, of withholding taxes assessed on dividends paid to the parent entity and (b) the amount of taxes assessed on the parent entity by the government of its country. The Company has determined that the reinvestment of earnings of its foreign subsidiaries is indefinite because of the long-term nature of the Company's foreign investment plans. Therefore, deferred taxes are not provided for on translation adjustments related to non-remitted earnings of the Company's foreign subsidiaries.
(2)See Note 8 - Derivative Instruments and Hedging Activities.
See accompanying notes.
5
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED—AMOUNTS IN THOUSANDS)
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Total Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at February 28, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock awards | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Balance at February 28, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock awards | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes.
6
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED—AMOUNTS IN THOUSANDS)
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Total Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at August 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock awards | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Dividends paid to stockholders | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends payable to stockholders | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Balance at August 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock awards | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Dividends paid to stockholders | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends payable to stockholders | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at May 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes.
7
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED—AMOUNTS IN THOUSANDS)
| Nine Months Ended | |||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||
| Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on sale of property and equipment | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Equity in losses of unconsolidated affiliates | |||||||||||
| Gain on sale of joint venture | ( | ||||||||||
| Stock-based compensation | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Receivables, prepaid expenses and other current assets, non-current assets, accrued salaries and benefits, deferred membership income and other accruals | ( | ( | |||||||||
| Merchandise inventories | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities: | |||||||||||
| Additions to property and equipment | ( | ( | |||||||||
| Purchases of short-term investments | ( | ( | |||||||||
| Proceeds from settlements of short-term investments | |||||||||||
| Purchases of long-term investments | ( | ||||||||||
| Proceeds from dissolution of investment in joint venture | |||||||||||
| Proceeds from disposal of property and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
| Proceeds from long-term bank borrowings | |||||||||||
| Repayment of long-term bank borrowings | ( | ( | |||||||||
| Proceeds from short-term bank borrowings | |||||||||||
| Repayment of short-term bank borrowings | ( | ( | |||||||||
| Cash dividend payments | ( | ( | |||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | |||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||
| Capital expenditures accrued, but not yet paid | $ | $ | |||||||||
| Dividends declared but not yet paid | |||||||||||
| Finance right-of-use assets obtained in exchange for lease liabilities | |||||||||||
| Operating right-of-use assets obtained in exchange for lease liabilities | |||||||||||
8
PRICESMART, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(UNAUDITED—AMOUNTS IN THOUSANDS)
The following table provides a breakdown of cash and cash equivalents and restricted cash reported within the statements of cash flows:
| Nine Months Ended | |||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term restricted cash | |||||||||||
| Long-term restricted cash | |||||||||||
| Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ | $ | |||||||||
See accompanying notes.
9
NOTE 1 – COMPANY OVERVIEW AND BASIS OF PRESENTATION
PriceSmart, Inc.’s (“PriceSmart,” the “Company,” “we” or “our”) business consists primarily of international membership shopping warehouse clubs similar to, but typically smaller in size than, warehouse clubs in the United States. As of May 31, 2026, the Company had 57 warehouse clubs in operation in 12 countries and one U.S. territory (ten in Colombia; nine in Costa Rica; seven six in Dominican Republic; four three in Honduras; two one 100 % of the corresponding legal entities (see Note 2 - Summary of Significant Accounting Policies). In addition, the Company plans to open one one one warehouse club in Villa Nueva, Guatemala in the winter of 2027, and one warehouse club in Comuna Las Condes, Santiago, Chile in the spring of 2027. Once these six new clubs are open, the Company will operate 63 warehouse clubs. Our operating segments are currently the United States, Central America, the Caribbean and Colombia.
PriceSmart continues to invest in technology and talent to support the following three major drivers of growth:
1.Invest in Adding New PriceSmart Locations, Expanding into New Markets, Remodeling Current PriceSmart Clubs and Opening More Distribution Centers;
2.Increase Membership Value; and
3.Drive Incremental Sales via PriceSmart.com and Enhanced Digital and Technological Capabilities.
Basis of Presentation – The interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation – The consolidated financial statements of the Company included herein include the assets, liabilities and results of operations of the Company’s wholly owned subsidiaries. The consolidated financial statements also include the Company's investment in, and the Company's share of the income (loss) of, joint ventures recorded under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC and reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to fairly present the financial position, results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of the results for the year.
The Company determines whether any of the joint ventures in which it has made investments are a Variable Interest Entity (“VIE”) at the start of each new venture and if a reconsideration event has occurred. The Company also considers whether it must consolidate a VIE and/or disclose information about its involvement in a VIE. A reporting entity must consolidate a VIE if that reporting entity has a variable interest (or combination of variable interests) and is determined to be the primary beneficiary. If the Company determines that it is not the primary beneficiary of the VIE, then the Company records its investment in, and the Company's share of the income (loss) of, joint ventures recorded under the equity method. As of May 31, 2026, the Company does not have any interests in VIEs or joint ventures.
10
In the first quarter of fiscal year 2026, the Company dissolved its ownership in the GolfPark Plaza, S.A. joint venture. As a result of this dissolution, the Company recognized a gain of approximately $600,000 in Other income (expense) on the consolidated statements of income for the nine months ended May 31, 2026. The Company used a market-based valuation model to determine the fair value of the two plots of land the Company received upon the dissolution was $6.4 million. The Company also received cash and other assets of approximately $1.1 million.
Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions take into account historical and forward-looking factors that the Company believes are reasonable. Actual results could differ from those estimates and assumptions.
Restricted Cash – The following table summarizes the restricted cash reported by the Company (in thousands):
| May 31, 2026 | August 31, 2025 | ||||||||||
| Short-term restricted cash | $ | $ | |||||||||
| Long-term restricted cash | |||||||||||
Total restricted cash (1) | $ | $ | |||||||||
(1)Restricted cash consists of cash deposits held within banking institutions in compliance with federal regulatory requirements in Costa Rica and Panama. In addition, the Company is required to maintain certificates of deposit and/or security deposits of Trinidad dollars, as measured in U.S. dollars, of approximately $31.0 million, and certificates of deposit and/or security deposits in U.S. dollars of approximately $7.1 million with a few of its lenders as compensating balances for several U.S. dollar and euro denominated loans payable over several years.
Short-Term Investments – The Company considers certificates of deposit and similar time-based deposits with financial institutions with original maturities over three months and up to one year to be short-term investments.
Long-Term Investments – The Company considers certificates of deposit and similar time-based deposits with financial institutions with original maturities over one year to be long-term investments.
Receivables – Receivables consist primarily of credit card receivables and receivables from vendors and are stated net of allowances for credit losses. The determination of the allowance for credit losses is based on the Company’s assessment of collectability along with the consideration of current and expected market conditions that could impact collectability.
11
Tax Receivables – The Company pays Value Added Tax (“VAT”) or similar taxes, income taxes, and other taxes within the normal course of business in most of the countries in which it operates related to the procurement of merchandise and/or services the Company acquires and/or on sales and taxable income. VAT is a form of indirect tax applied to the value added at each stage of production (primary, manufacturing, wholesale, and retail). This tax is similar to, but operates somewhat differently than, sales tax paid in the United States. The Company generally collects VAT from its Members upon sale of goods and services and pays VAT to its vendors upon purchase of goods and services. Periodically, the Company submits VAT reports to governmental agencies and reconciles the VAT paid and VAT received. The net overpaid VAT may be refunded or applied to subsequent returns, and the net underpaid VAT must be remitted to the government. With respect to income taxes paid, if the estimated income taxes paid or withheld exceed the actual income tax due this creates an income tax receivable. In most countries where the Company operates, the governments have implemented additional collection procedures such as requiring credit card processors to remit a portion of sales processed via credit and debit cards directly to the government as advance payments of VAT and/or income tax. This collection mechanism generally leaves the Company with net VAT and/or income tax receivables, forcing the Company to process significant refund claims on a recurring basis. These refund or offset processes can take anywhere from several months to several years to complete. Additionally, we are occasionally required to make payments under protest for tax assessments that we are appealing, notwithstanding that we believe it is more likely than not we will ultimately prevail.
The Company's various outstanding VAT receivables and/or income tax receivables are based on cases or appeals with their own set of facts and circumstances. The Company consults and evaluates with legal and tax advisors regularly to understand the strength of its legal arguments and probability of successful outcomes in addition to its own experience handling complex tax issues. Based on those evaluations, the Company has not placed any type of allowance on the recoverability of the remaining tax receivables or deferred tax assets because the Company believes that it is more likely than not that it will ultimately succeed in its refund requests.
The Company’s policy for classification and presentation of VAT receivables, income tax receivables and other tax receivables is as follows:
•Short-term VAT and Income tax receivables, recorded as Prepaid expenses and other current assets: This classification is used for any countries where the Company’s subsidiary has generally demonstrated the ability to recover the VAT or income tax receivable within one year. The Company also classifies as short-term any approved refunds or credit notes to the extent that the Company expects to receive the refund or use the credit notes within one year.
•Long-term VAT and Income tax receivables, recorded as Other non-current assets: This classification is used for amounts not approved for refund or credit in countries where the Company’s subsidiary has not demonstrated the ability to obtain refunds within one year and/or for amounts which are subject to outstanding disputes. An allowance is provided against VAT and income tax receivable balances in dispute when the Company does not expect to eventually prevail in its recovery. The Company does not currently have any allowances provided against VAT and income tax receivables.
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The following table summarizes the VAT receivables reported by the Company (in thousands):
| May 31, 2026 | August 31, 2025 | ||||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
| Other non-current assets | |||||||||||
| Total amount of VAT receivables reported | $ | $ | |||||||||
The following table summarizes the income tax receivables reported by the Company (in thousands):
| May 31, 2026 | August 31, 2025 | ||||||||||
| Prepaid expenses and other current assets | $ | $ | |||||||||
| Other non-current assets | |||||||||||
| Total amount of income tax receivables reported | $ | $ | |||||||||
Lease Accounting – The Company’s leases are operating and finance leases for warehouse clubs and non-warehouse club facilities such as regional offices and regional distribution centers. The Company determines if an arrangement is a lease and classifies it as either a finance or operating lease at lease inception. Operating leases are included in Operating lease right-of-use assets, net; Operating lease liabilities, current portion; and Long-term operating lease liabilities on the consolidated balance sheets. Finance leases are included in Other non-current assets; Other accrued expenses and other current liabilities; and Other long-term liabilities on the consolidated balance sheets. During the nine months ended May 31, 2026, the Company entered into finance leases for land to construct new clubs which resulted in the recognition of right-of-use assets and corresponding lease liabilities. As of May 31, 2026, the balances of our finance lease right-of-use assets and corresponding lease liabilities were approximately $21.9 million and $22.3 million, respectively. The Company currently has no current portion of the liability as the payments over the next twelve months do not exceed the interest expense incurred over that time period.
Operating and finance lease liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. The Company’s leases generally do not have a readily determinable implicit interest rate; therefore, the Company uses a collateralized incremental borrowing rate at the commencement date in determining the present value of future payments. The incremental borrowing rate is based on a yield curve derived from publicly traded bond offerings for companies with credit characteristics that approximate the Company's market risk profile.
In addition, we adjust the incremental borrowing rate for jurisdictional risk derived from quoted interest rates from financial institutions to reflect the cost of borrowing in the Company’s local markets. The Company’s lease terms may include options to purchase, extend or terminate the lease, which are recognized when it is reasonably certain that the Company will exercise that option. The Company does not combine lease and non-lease components.
The Company measures operating and finance lease right-of-use (“ROU”) assets based on the corresponding lease liabilities, adjusted for any initial direct costs and prepaid lease payments made to the lessor before or at the commencement date (net of lease incentives).
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The lease expense for minimum lease payments under operating leases is recognized on a straight-line basis over the lease term. The lease expense for minimum lease payments under finance leases is recognized as amortization of the ROU asset and interest expense on the related lease liability. The amortization expense for finance leases is recognized on a straight-line basis over the lease term based on the initial balance of the ROU asset and is included within Selling, general and administrative expenses on the consolidated statements of income. The interest expense for finance leases is calculated using the effective interest method, applying the initial incremental borrowing rate to the outstanding lease liability at the start of the period, and is included within Interest expense on the consolidated statements of income. Variable lease payments are not included in the calculation of the ROU asset and the related lease liability and are recognized as incurred. The Company’s variable lease payments generally relate to amounts the Company pays for additional contingent rent based on a contractually stipulated percentage of sales.
Merchandise Inventories – Merchandise inventories, which include merchandise for resale, are valued at the lower of cost (average cost) or net realizable value. The Company provides for estimated inventory losses and obsolescence based on a percentage of sales. The provision is adjusted every reporting period to reflect the trend of actual physical inventory and cycle count results. In addition, the Company may be required to take markdowns below the carrying cost of certain inventory to expedite the sale of such merchandise.
Stock Based Compensation – The Company utilizes three types of equity awards: restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). Compensation cost related to RSAs, RSUs and PSUs is based on the fair market value at the time of the grant. The Company recognizes the compensation cost related to RSAs and RSUs over the requisite service period as determined by the grant, amortized ratably or on a straight-line basis over the life of the grant. The Company also recognizes compensation cost for PSUs over the performance period of each tranche, adjusting this cost based on the Company's estimate of the probability that performance metrics will be achieved.
The Company accounts for actual forfeitures as they occur. The Company records the tax savings resulting from tax deductions in excess of expense for stock-based compensation and the tax deficiency resulting from stock-based compensation in excess of the related tax deduction as income tax expense or benefit. In addition, the Company reflects the tax savings (deficiency) resulting from the taxation of stock-based compensation as an operating cash flow in its consolidated statements of cash flows.
RSAs are outstanding shares of common stock and have the same cash dividend and voting rights as other shares of common stock. Shares of common stock subject to RSUs are not issued nor outstanding until vested, and RSUs do not have the same dividend and voting rights as common stock. However, all outstanding RSUs have accompanying dividend equivalents, requiring payment to the employees and directors with unvested RSUs of amounts equal to the dividend they would have received had the shares of common stock underlying the RSUs been actually issued and outstanding. Payments of dividend equivalents to employees are recorded as compensation expense. PSUs, similar to RSUs, are awarded with dividend equivalents, subject to achievement of applicable performance criteria.
Fair Value Measurements – The Company measures the fair value for all financial and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring or non-recurring basis. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor.
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ASC 820, Fair Value Measurements and Disclosures, sets forth a fair value hierarchy that categorizes inputs to valuation techniques used to measure and revalue fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company was not required to revalue any assets or liabilities utilizing Level 1 or Level 3 inputs at the balance sheet dates. The Company's Level 2 assets and liabilities revalued at the balance sheet dates, on a recurring basis, consisted of interest rate swaps, cross-currency interest rate swaps and forward foreign exchange contracts. In addition, the Company utilizes Level 2 inputs in determining the fair value of long-term debt.
Non-financial assets and liabilities are revalued and recognized at fair value subsequent to initial recognition when there is evidence of impairment. For the periods reported, no
The Company’s current and long-term financial assets and liabilities have fair values that approximate their carrying values. The Company’s long-term financial liabilities consist of long-term debt, which is recorded on the balance sheet at issuance price and adjusted for any applicable unamortized discounts or premiums and debt issuance costs. There have been no significant changes in the fair market value of the Company’s current and long-term financial assets and liabilities, and there have been no material changes to the valuation techniques utilized in the fair value measurement of assets and liabilities disclosed in the Company’s 2025 Annual Report on Form 10-K.
Derivative Instruments and Hedging Activities – The Company uses derivative financial instruments for hedging and non-trading purposes to manage its exposure to changes in interest and currency exchange rates. In using derivative financial instruments for the purpose of hedging the Company’s exposure to interest and currency exchange rate risks, the contractual terms of a hedged instrument closely mirror those of the hedged item and are intended to provide as high a degree of risk reduction and correlation as possible under the circumstances. Contracts that are effective at meeting the risk reduction and correlation criteria (effective hedge) are recorded using hedge accounting. If a derivative financial instrument is an effective hedge, changes in the fair value of the instrument will be reported in accumulated other comprehensive loss until the hedged item completes its contractual term. Instruments that do not meet the criteria for hedge accounting, or contracts for which the Company has not elected hedge accounting, are valued at fair value with unrealized gains or losses reported in earnings during the period of the change.
The Company did not change valuation techniques utilized in the fair value measurement of assets and liabilities presented on the Company’s consolidated balance sheets from previous practice during the reporting period. The Company seeks to manage counterparty risk associated with these contracts by limiting transactions to counterparties with which the Company has an established banking relationship. There can be no assurance, however, that this practice effectively mitigates counterparty risk.
Cash Flow Instruments. The Company is a party to receive floating interest rate and pay fixed-rate interest rate swaps to hedge the interest rate risk of certain U.S. dollar-denominated debt within its international subsidiaries. The swaps are designated as cash flow hedges of interest expense risk. The Company is also a party to receive variable or fixed interest rate and pay fixed interest rate cross-currency interest rate swaps to hedge the interest rate and currency exposure associated with the expected payments of principal and interest of U.S. dollar-denominated debt within its international subsidiaries whose functional currency is other than the U.S. dollar. The swaps are designated as cash flow hedges of the currency risk and interest rate risk related to payments on the U.S. dollar-denominated debt. Additionally, the Company utilizes non-deliverable forward ("NDF") foreign-exchange contracts to hedge the foreign currency risk of forecasted merchandise inventory purchases within its international operations; these contracts are designated as cash flow hedges of foreign currency risk. These instruments are considered effective hedges and are recorded using hedge accounting.
Under cash flow hedging, the gain or loss of the derivative, measured at fair value, is initially reported on the consolidated balance sheets in accumulated other comprehensive loss. Amounts recorded in accumulated other comprehensive loss are subsequently reclassified into earnings in the same period that the hedged item impacts consolidated earnings. Refer to “Note 8 - Derivative Instruments and Hedging Activities” for information on the fair value of interest rate swaps, cross-currency interest rate swaps and non-deliverable forward foreign-exchange contracts as of May 31, 2026 and August 31, 2025.
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Fair Value Instruments and Economic Hedges. The Company is exposed to foreign currency exchange rate fluctuations in the normal course of business. This includes exposure to foreign currency exchange rate fluctuations on U.S. dollar-denominated liabilities within the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. The Company manages these fluctuations, in part, through the use of non-deliverable forward foreign-exchange contracts that are intended to offset changes in cash flows attributable to currency exchange movements. These contracts are intended to economically address currency exposure to U.S. dollar-denominated liabilities arising from merchandise inventory expenditures by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar, as well as currency exposure related to forecasted construction costs in Chile. Currently, these contracts are treated for accounting purposes as fair value instruments or economic hedges and do not qualify for derivative hedge accounting, and as such, the Company does not apply derivative hedge accounting to record these transactions. As a result, these contracts are recognized at fair value with unrealized gains or losses reported in earnings during the period of the change. The Company seeks to mitigate foreign currency exchange-rate risk with the use of these contracts and does not intend to engage in speculative transactions for other purposes. These contracts do not contain any credit-risk-related contingent features.
Revenue Recognition – The accounting policies and other disclosures such as the disclosure of disaggregated revenues are described in “Note 3 – Revenue Recognition.”
Cost of Goods Sold – The Company includes the cost of merchandise and food service and bakery raw materials in cost of goods sold - net merchandise sales. The Company also includes in cost of goods sold - net merchandise sales the external and internal distribution and handling costs for supplying merchandise, raw materials and supplies to the warehouse clubs, and, when applicable, costs of shipping to Members. External costs include inbound freight, duties, drayage, fees, insurance, and non-recoverable value-added tax related to inventory shrink, spoilage and damage. Internal costs include payroll and related costs, utilities, consumable supplies, repair and maintenance, rent expense and building and equipment depreciation at the Company's distribution facilities and payroll and other direct costs for in-club demonstrations.
For export sales, the Company includes the cost of merchandise and external and internal distribution and handling costs for supplying merchandise in cost of goods sold - exports.
Vendor consideration consists primarily of volume rebates, time-limited product promotions, cooperative marketing efforts, digital advertising, slotting fees, demonstration reimbursements and prompt payment discounts. Volume rebates and time-limited promotions are recognized on a systematic and rational allocation of the cash consideration as the Company progresses toward earning the rebate, provided the amounts to be earned are probable and reasonably estimable. Cooperative marketing efforts and digital advertising are related to consideration received by the Company from vendors for non-distinct online advertising services on the Company’s website and social media platforms. Slotting fees are related to consideration received by the Company from vendors for preferential "end cap" placement of the vendor's products within the warehouse club. Demonstration reimbursements are related to consideration received by the Company from vendors for the in-club promotion of the vendors' products. The Company records the reduction in cost of goods sold on a transactional basis for these programs. On a quarterly basis, the Company calculates the amount of rebates recorded in cost of goods sold that relates to inventory on hand and this amount is reclassified as a reduction to inventory, if significant. Prompt payment discounts are taken in substantially all cases and therefore are applied directly to reduce the acquisition cost of the related inventory, with the resulting effect recorded to cost of goods sold when the inventory is sold.
Selling, General and Administrative – Selling, general and administrative costs consist primarily of expenses associated with operating warehouse clubs and non-income based taxes such as alternative minimum taxes based on revenue or sales. These costs include payroll and related costs, utilities, consumable supplies, repair and maintenance, rent expense, building and equipment depreciation, bank fees, credit card processing fees, and amortization of intangibles. Also included in selling, general and administrative expenses are the payroll and related costs for the Company’s U.S. and regional management and purchasing centers.
Pre-Opening Costs – The Company expenses pre-opening costs (the costs of start-up activities, including organization costs and rent) for new warehouse clubs as incurred.
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Asset Impairment and Closure Costs – The Company periodically evaluates its long-lived assets for indicators of impairment. Management's judgments are based on market and operational conditions at the time of the evaluation and can include management's best estimate of future business activity. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair value. Future business conditions and/or activity could differ materially from the projections made by management, causing the need for additional impairment charges.
Loss Contingencies and Litigation – The Company records and reserves for loss contingencies if (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a material loss will occur, the Company does not record and reserve for a loss contingency but describes the contingency within a note and provides detail, when possible, of the estimated potential loss or range of loss. If an estimate cannot be made, a statement to that effect is made.
Foreign Currency Translation – The assets and liabilities of the Company’s foreign operations are translated to U.S. dollars when the functional currency in the Company’s international subsidiaries is the local currency and not U.S. dollars. Assets and liabilities of these foreign subsidiaries are translated to U.S. dollars at the exchange rate on the balance sheet date, and revenue, costs and expenses are translated at average rates of exchange in effect during the period. The corresponding translation gains and losses are recorded as a component of accumulated other comprehensive income or loss. These adjustments will affect net income upon the sale or liquidation of the underlying investment.
The following table discloses the net effect of translation into the reporting currency on other comprehensive income for these local currency denominated accounts for the three and nine months ended May 31, 2026 and May 31, 2025 (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | ||||||||||||||||||||
| Effect on other comprehensive income due to foreign currency restatement | $ | $ | $ | $ | |||||||||||||||||||
Monetary assets and liabilities denominated in currencies other than the functional currency of the respective entity (primarily U.S. dollars) are revalued to the functional currency using the exchange rate on the balance sheet date. These foreign exchange transaction gains (losses), including transactions recorded involving these monetary assets and liabilities, are recorded as Other income (expense) in the consolidated statements of income (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||||||
| Currency loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Recent Accounting Pronouncements - Not Yet Adopted
FASB ASC 740 ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. ASU No. 2023-09 focuses on income tax disclosures around effective tax rates and cash income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024. The Company expects to adopt ASU No. 2023-09 on a retrospective basis for our annual reporting for the fiscal year ending on August 31, 2026. The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements, but is expected to result in expanded income tax disclosures.
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FASB ASC 220 ASU 2024-03—Income Statement (Topic 220): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. ASU No. 2024-03 requires disaggregated disclosure of income statement expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt ASU No. 2024-03 for our annual reporting for the fiscal year ending on August 31, 2028. The Company is evaluating the impact on the Company's consolidated financial statements.
FASB ASC 350 ASU 2025-06—Intangibles (Subtopic 350): Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. ASU No. 2025-06 removes all references to software development project stages in Subtopic 350-40 and clarifies the capitalization threshold for internal-use software costs. The ASU is effective for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt ASU No. 2025-06 for our first quarter reporting for fiscal year 2028. The Company is evaluating the impact on the Company's consolidated financial statements.
NOTE 3 – REVENUE RECOGNITION
Performance Obligations
The Company identifies each distinct performance obligation to transfer goods (or bundle of goods) or services. The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring control of the goods or services to the customer.
Net Merchandise Sales. The Company recognizes merchandise sales revenue, net of sales taxes, on transactions where the Company has determined that it is the principal in the sale of merchandise. These transactions may include shipping commitments and/or shipping revenue if the transaction involves delivery to the customer.
Membership Fee Revenue. Membership income represents annual membership fees paid by the Company’s warehouse club Members, which are recognized ratably over the 12 -month term of the membership. Our membership policy allows Members to cancel their membership in the first 60 days and receive a full refund. After the 60 -day period, membership refunds are prorated over the remaining term of the membership. The Company has significant experience with membership refund patterns and expects membership refunds will not be material. Therefore, no refund reserve was required for the periods presented. Membership fee revenue is included in Membership income in the Company's consolidated statements of income. The deferred membership fee is included in deferred income in the Company's consolidated balance sheets.
Platinum Points Reward Programs. The Company currently offers Platinum Memberships in all of its markets. The Platinum Membership provides Members with a 2 % rebate on most items, up to an annual maximum of $500 . The rebate is issued annually to Platinum Members on March 1 and expires August 31. Platinum Members can apply this rebate to future purchases at the warehouse club during the redemption period. The Company records this 2 % rebate as a reduction of revenue at the time of the sales transaction. Accordingly, the Company has reduced warehouse sales and has accrued a liability within other accrued expenses and other current liabilities. Additionally, the Company has determined that breakage revenue is 5 % of the awards issued; therefore, it records 95 % of the Platinum Membership liability at the time of sale. Annually, the Company reviews for expired unused rebates outstanding, and the expired unused rebates are recognized as Other revenue and income on the consolidated statements of income.
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Co-branded Credit Card Points Reward Programs. Most of the Company’s subsidiaries have points reward programs related to co-branded credit cards. These points reward programs provide incremental points that a Member can use at a future time to acquire merchandise within the Company’s warehouse clubs. This results in two performance obligations, the first performance obligation being the initial sale of the merchandise or services purchased with the co-branded credit card and the second performance obligation being the future use of the points rewards to purchase merchandise or services. As a result, upon the initial sale, the Company allocates the transaction price to each performance obligation with the amount allocated to the future use points rewards recorded as a contract liability within other accrued expenses and other current liabilities on the consolidated balance sheets. The portion of the selling price allocated to the reward points is recognized as Net merchandise sales when the points are used or when the points expire. The Company reviews on an annual basis expired points rewards outstanding, and the expired rewards are recognized as Net merchandise sales on the consolidated statements of income within markets where the co-branded credit card agreement allows for such treatment.
Gift Cards. Members’ purchases of gift cards to be utilized at the Company's warehouse clubs are not recognized as sales until the card is redeemed and the customer purchases merchandise using the gift card. The outstanding gift cards are reflected as Other accrued expenses and other current liabilities in the consolidated balance sheets. These gift cards generally have a one-year stated expiration date from the date of issuance and are generally redeemed prior to expiration. However, the absence of a large volume of transactions for gift cards impairs the Company's ability to make a reasonable estimate of the redemption levels for gift cards; therefore, the Company assumes a 100 % redemption rate prior to expiration of the gift cards. The Company periodically reviews unredeemed outstanding gift cards, and the gift cards that have expired are recognized as Other revenue and income on the consolidated statements of income.
Co-branded Credit Card Revenue Sharing Agreements. As part of the co-branded credit card agreements that the Company has entered into with financial institutions within its markets, the Company often enters into revenue sharing agreements. As part of these agreements, in some countries, the Company receives a portion of the interest income generated from the average outstanding balances on the co-branded credit cards from these financial institutions (“interest-generating portfolio” or “IGP”). The Company recognizes its portion of interest received as revenue during the period it is earned. The Company has determined that this revenue should be recognized as Other revenue and income on the consolidated statements of income.
Contract Performance Liabilities
Contract performance liabilities as a result of transactions with customers primarily consist of deferred membership income, other deferred income, deferred gift card revenue, Platinum points programs, and liabilities related to co-branded credit card points rewards programs which are included in Deferred income and Other accrued expenses and other current liabilities in the Company’s consolidated balance sheets. The following table provides these contract balances from transactions with customers as of the dates listed (in thousands):
| Contract Liabilities | |||||||||||
| May 31, 2026 | August 31, 2025 | ||||||||||
| Deferred membership income | $ | $ | |||||||||
| Other contract performance liabilities | $ | $ | |||||||||
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Disaggregated Revenues
In the following table, net merchandise sales are disaggregated by merchandise category (in thousands):
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | ||||||||||||||||||||
| Foods & Sundries | $ | $ | $ | $ | |||||||||||||||||||
| Fresh Foods | |||||||||||||||||||||||
Hardlines | |||||||||||||||||||||||
Softlines | |||||||||||||||||||||||
Food Service and Bakery | |||||||||||||||||||||||
Health Services | |||||||||||||||||||||||
| Net Merchandise Sales | $ | $ | $ | $ | |||||||||||||||||||
NOTE 4 – EARNINGS PER SHARE
The Company presents basic net income per share using the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders and that determines basic net income per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings that would have been available to common stockholders. A participating security is defined as a security that may participate in undistributed earnings with common stock. The Company’s capital structure includes securities that participate with common stock on a one-for-one basis for distribution of dividends. These are the restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) issued pursuant to the 2013 Equity Incentive Award Plan, provided that the Company does not include PSUs as participating securities until the performance conditions have been met. RSAs are outstanding shares of common stock and have the same cash dividend and voting rights as other shares of common stock. Shares of common stock subject to RSUs are not issued nor outstanding until vested, and RSUs do not have the same dividend and voting rights as common stock. However, all outstanding RSUs have accompanying dividend equivalents, requiring payment to the employees and directors with unvested RSUs of amounts equal to the dividend they would have received had the shares of common stock underlying the RSUs been actually issued and outstanding. PSUs, similar to RSUs, are awarded with dividend equivalents, provided that such amounts become payable only if the performance criteria are achieved. At the time the Compensation Committee confirms the performance criteria have been achieved, the corresponding dividend equivalents are paid on the PSUs. The Company determines the diluted net income per share by using the more dilutive of the two class-method or the treasury stock method and by including the basic weighted average of outstanding performance stock units in the calculation of diluted net income per share under the two-class method and including all potential common shares assumed issued in the calculation of diluted net income per share under the treasury stock method.
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The following table sets forth the computation of net income per share for the three and nine months ended May 31, 2026 and May 31, 2025 (in thousands, except per share amounts):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | ||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Allocation of income to unvested stockholders | ( | ( | ( | ( | |||||||||||||||||||
| Net income available for distribution | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||
| Add dilutive effect of performance stock units (two-class method) | |||||||||||||||||||||||
| Diluted average shares outstanding | |||||||||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
NOTE 5 – STOCKHOLDERS’ EQUITY
Dividends
The following table summarizes the dividends declared and paid during fiscal years 2026 and 2025 (amounts are per share):
| First Payment | Second Payment | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Declared | Amount | Record Date | Date Paid | Date Payable | Amount | Record Date | Date Paid | Date Payable | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/6/2025 | $ | 2/18/2025 | 2/28/2025 | N/A | $ | 8/15/2025 | 8/29/2025 | N/A | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/5/2026 | $ | 2/17/2026 | 2/27/2026 | N/A | $ | 8/17/2026 | N/A | 8/31/2026 | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
On February 5, 2026, the Company’s Board of Directors declared an annual cash dividend in the total amount of $1.40 per share, with $0.70 per share paid on February 27, 2026 to stockholders of record as of February 17, 2026 and $0.70 per share payable on August 31, 2026 to stockholders of record as of August 17, 2026. The declaration of future dividends (ongoing or otherwise), if any, the amount of such dividends, and the establishment of record and payment dates is subject to final determination by the Board of Directors at its discretion after its review of the Company’s financial performance and anticipated capital requirements, taking into account the uncertain macroeconomic conditions on our results of operations and cash flows.
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Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
The following tables disclose the effects on accumulated other comprehensive loss of each component of other comprehensive income (loss), net of tax (in thousands):
Amount | |||||||||||||||||
| Beginning balance, March 1, 2026 | $ | ( | |||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||
Defined benefit pension plans (1) | |||||||||||||||||
Derivative instruments (2) | ( | ||||||||||||||||
| Ending balance, May 31, 2026 | $ | ( | |||||||||||||||
| Amount | |||||||||||||||||
| Beginning balance, March 1, 2025 | $ | ( | |||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||
Defined benefit pension plans (1) | |||||||||||||||||
Derivative instruments (2) | ( | ||||||||||||||||
| Ending balance, May 31, 2025 | $ | ( | |||||||||||||||
| Amount | |||||||||||||||||
| Beginning balance, September 1, 2025 | $ | ( | |||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||
Defined benefit pension plans (1) | |||||||||||||||||
Derivative instruments (2) | |||||||||||||||||
| Ending balance, May 31, 2026 | $ | ( | |||||||||||||||
| Amount | |||||||||||||||||
| Beginning balance, September 1, 2024 | $ | ( | |||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||
Defined benefit pension plans (1) | |||||||||||||||||
Derivative instruments (2) | ( | ||||||||||||||||
| Ending balance, May 31, 2025 | $ | ( | |||||||||||||||
| Amount | |||||||||||||||||
| Beginning balance, September 1, 2024 | $ | ( | |||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||
Defined benefit pension plans (1) | |||||||||||||||||
Derivative instruments (2) | ( | ||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | |||||||||||||||||
| Ending balance, August 31, 2025 | $ | ( | |||||||||||||||
(1)Amounts reclassified from accumulated other comprehensive loss related to the minimum pension liability are included in warehouse club and other operations in the Company's consolidated statements of income.
(2)Refer to "Note 8 - Derivative Instruments and Hedging Activities."
22
Retained Earnings Not Available for Distribution
The following table summarizes retained earnings designated as legal reserves of various subsidiaries which cannot be distributed as dividends to PriceSmart, Inc. according to applicable statutory regulations (in thousands):
| May 31, 2026 | August 31, 2025 | ||||||||||
Retained earnings not available for distribution | $ | $ | |||||||||
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
From time to time, the Company and its subsidiaries are subject to legal proceedings, claims and litigation arising in the ordinary course of business related to the Company’s operations and property ownership. The Company evaluates such matters on a case-by-case basis and vigorously contests any such legal proceedings or claims which the Company believes are without merit. The Company believes that the final disposition of these matters will not have a material adverse effect on its financial position, results of operations or liquidity. It is possible, however, that the Company's results of operations for a particular quarter or fiscal year could be impacted by changes in circumstances relating to such matters.
The Company establishes an accrual for legal proceedings if and when those matters reach a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. The Company monitors those matters for developments that would affect the likelihood of a loss and the accrued amount, if any, thereof, and adjusts the amount as appropriate. If the loss contingency at issue is not both probable and reasonably estimable, the Company does not establish an accrual but will continue to monitor the matter for developments that will make the loss contingency both probable and reasonably estimable. If it is at least a reasonable possibility that a material loss will occur, the Company will provide disclosure regarding the contingency.
Income and Non-Income Taxes
For interim reporting, we estimate an annual effective tax rate (AETR) to calculate income tax expense. Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid.
We are required to file federal and state income tax returns in the United States and income tax and various other tax returns in multiple foreign jurisdictions, each with changing tax laws, regulations and administrative positions. This requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. We record the benefits of uncertain tax positions in our financial statements only after determining it is more likely than not the uncertain tax positions would sustain challenge by taxing authorities, including resolution of related appeals or litigation processes, if any. We develop our assessment of an uncertain tax position based on the specific facts and legal arguments of each case and the associated probability of our reporting position being upheld, using internal expertise and the advice of third-party experts. However, our tax returns are subject to routine reviews by the various taxing authorities in the jurisdictions in which we file our tax returns. As part of these reviews, taxing authorities may challenge, and in some cases presently are challenging, the interpretations we have used to calculate our tax liability. In addition, any settlement with the tax authority or the outcome of any appeal or litigation process might result, and in some cases has resulted, in an outcome that is materially different from our estimated liability. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. Variations in the actual outcome of these cases could materially impact our consolidated financial statements.
23
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income.
The Company accrues an amount for its estimate of probable additional income tax liability. In certain cases, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained.
In evaluating the exposure associated with various non-income tax filing positions, the Company accrues for probable and estimable exposures for non-income tax-related tax contingencies. As of May 31, 2026 and August 31, 2025, the Company has recorded within other accrued expenses and other current liabilities a total of $0.9 million and $1.1 million, respectively, for various non-income tax-related tax contingencies.
Minimum tax rules, applicable in some of the countries where the Company operates, require the Company to pay taxes based on a percentage of sales if the resulting tax were greater than the tax payable based on a percentage of income (Alternative Minimum Tax or "AMT"). This can result in AMT payments substantially in excess of those the Company would expect to pay based on taxable income. As the Company believes that, in one country where it operates, it should ultimately only be liable for an income-based tax, it has accumulated income tax receivables of $10.3 million and $10.5 million and deferred tax assets of $4.2 million and $3.9 million as of May 31, 2026 and August 31, 2025, respectively, in this country.
While the Company believes the recorded liabilities are adequate, there are inherent limitations in projecting the outcome of litigation, in estimating probable additional income tax liability taking into account uncertain tax positions, and in evaluating the probable additional tax associated with various non-income tax filing positions. As such, the Company is unable to make a reasonable estimate of the sensitivity to change of estimates affecting its recorded liabilities. As additional information becomes available, the Company assesses the potential liability and revises its estimates as appropriate.
Other Commitments
The Company is committed to non-cancelable construction service obligations for various warehouse club developments and expansions. As of May 31, 2026 and August 31, 2025, the Company had approximately $26.2 million and $11.5 million, respectively, in contractual obligations for construction services not yet rendered.
As of May 31, 2026, the Company has signed two lease agreements for which the lease term has not yet commenced. The first agreement relates to the relocation of the Company’s warehouse club in Miraflores, Guatemala. As part of the agreement, the landlord has agreed to build a shell building, which is estimated to be delivered in the second half of calendar year 2027. Upon delivery of the building, the Company expects to use approximately $12.1 million in cash to outfit the club. The lease will have an initial term of approximately 20 years, with a 5 -year renewal option, and will commence upon delivery of the shell building to the Company. Per the lease agreement, the Company will pay monthly fixed base rent payments, denominated in and payable in U.S. dollars, which increase annually based on the Consumer Price Index published in the U.S. Bureau of Labor Statistics. The Company will also pay variable rent payments if the yearly warehouse sales for the location are in excess of a certain threshold.
24
Additionally, the Company signed an agreement to lease a building in Comuna Las Condes, Santiago, Chile, for the operation of a warehouse club. The lease will have an initial term of 30 years, with no renewal options, and will commence upon delivery of the commercial building by the landlord to the Company which is estimated to be during the second half of calendar year 2026. Upon delivery of the building, the Company expects to use approximately $17.6 million in cash to outfit the club. Under the terms of the lease, the monthly rent is paid in Chilean pesos but tied to the Chilean Unidad de Fomento ("UF"), an inflation-indexed unit of account in Chile.
A collateralized incremental borrowing rate was used to determine the present value of estimated future minimum lease commitments. The present value of estimated future minimum lease commitments for these leases is as follows (in thousands):
| Twelve Months Ended May 31, | Amount | |||||||
| 2027 | $ | |||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total future lease payments | $ | |||||||
From time to time, the Company has entered into land purchase and land purchase option agreements. The Company’s land purchase agreements are typically subject to various conditions, including, but not limited to, the ability to obtain necessary governmental permits or approvals. A deposit under an agreement is typically returned to the Company if all permits or approvals are not obtained. Generally, the Company has the right to cancel any of its agreements to purchase land without cause by forfeiture of some or all of the deposits it has made pursuant to the agreement. As of May 31, 2026, the Company had entered into four land purchase agreements that, if completed, would result in the use of approximately $29.9 million in cash.
In the first quarter of fiscal year 2026, the Company dissolved its ownership in the GolfPark Plaza, S.A. joint venture. Refer to “Note 2 - Summary of Significant Accounting Policies” for additional information regarding the dissolution.
The table below summarizes the Company’s interest in a real estate joint venture as of May 31, 2026 (in thousands):
| Entity | % Ownership | Initial Investment | Additional Investments | Net Loss Inception to Date | Dissolution of Joint Venture (1) | Company’s Variable Interest in Entity | Commitment to Future Additional Investments | Company's Maximum Exposure to Loss in Entity | ||||||||||||||||||||||||||||||||||||||||||
| GolfPark Plaza, S.A. | % | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
(1)In the first quarter of fiscal year 2026, the Company dissolved its joint venture in GolfPark Plaza, S.A.
25
NOTE 7 – DEBT
Short-term borrowings consist of unsecured lines of credit and short-term overdraft borrowings. The following table summarizes the balances of total facilities, facilities used and facilities available (in thousands):
| Facilities Used | |||||||||||||||||||||||||||||
Total Amount of Facilities | Short-term Borrowings | Letters of Credit | Facilities Available | Weighted average interest rate | |||||||||||||||||||||||||
| May 31, 2026 - Committed | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| May 31, 2026 - Uncommitted | |||||||||||||||||||||||||||||
| May 31, 2026 - Total | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| August 31, 2025 - Committed | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| August 31, 2025 - Uncommitted | |||||||||||||||||||||||||||||
| August 31, 2025 - Total | $ | $ | $ | $ | % | ||||||||||||||||||||||||
As of May 31, 2026 and August 31, 2025, the Company was in compliance with all covenants or amended covenants for each of its short-term facility agreements. These facilities generally expire annually or bi-annually and are normally renewed. One one 75.0 0.25
The following table provides the changes in long-term debt for the nine months ended May 31, 2026:
| (Amounts in thousands) | Current portion of long-term debt | Long-term debt (net of current portion) | Total | |||||||||||||||||
| Balances as of August 31, 2025 | $ | $ | $ | (1) | ||||||||||||||||
| Proceeds from long-term debt received during the period: | ||||||||||||||||||||
| Trinidad subsidiary | ||||||||||||||||||||
| Total proceeds from long-term debt received during the period | ||||||||||||||||||||
| Repayments of long-term debt: | ( | ( | ( | |||||||||||||||||
| Reclassifications of long-term debt due in the next 12 months | ( | |||||||||||||||||||
Translation adjustments on foreign currency debt of subsidiaries whose functional currency is not the U.S. dollar (2) | ||||||||||||||||||||
| Balances as of May 31, 2026 | $ | $ | $ | (3) | ||||||||||||||||
(1)The carrying amount of non-cash assets assigned as collateral for these loans was $185.6 million. The carrying amount of cash assets assigned as collateral for these loans was $26.5 million.
(2)These foreign currency translation adjustments are recorded within other comprehensive income.
(3)The carrying amount of non-cash assets assigned as collateral for these loans was $168.8 million. The carrying amount of cash assets assigned as collateral for these loans was $34.5 million.
26
As of May 31, 2026 and August 31, 2025, the Company had approximately $66.2 million and $78.1 million, respectively, of long-term loans held in the U.S. entity and in several foreign subsidiaries, which require these entities to comply with certain annual or quarterly financial covenants, which include debt service and leverage ratios. The Company was in compliance with all covenants or amended covenants for both periods.
Annual maturities of long-term debt are as follows (in thousands):
| Twelve Months Ended May 31, | Amount | |||||||
| 2027 | $ | |||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
NOTE 8 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to interest rate risk relating to its ongoing business operations. To manage interest rate exposure, the Company enters into hedge transactions (interest rate swaps) using derivative financial instruments. The objective of entering into interest rate swaps is to eliminate the variability of cash flows in the Secured Overnight Financing Rate ("SOFR") interest payments associated with variable-rate loans over the life of the loans. As changes in interest rates impact the future cash flow of interest payments, the hedges provide a synthetic offset to interest rate movements.
The Company is also exposed to foreign currency and interest rate cash flow risk related to non-functional currency long-term debt of some of its wholly owned subsidiaries. To manage this foreign currency and interest rate cash flow risk, some of the Company’s subsidiaries have entered into cross-currency interest rate swaps that convert their U.S. dollar-denominated floating interest payments to functional currency fixed interest payments during the life of the hedging instrument. As changes in foreign exchange and interest rates impact the future cash flow of interest payments, the hedges are intended to offset changes in cash flows attributable to interest rate and foreign exchange movements.
In addition, the Company is exposed to foreign currency risk related to the forecasted merchandise inventory purchases by its international subsidiaries whose functional currency is other than the U.S. dollar. To mitigate this risk, some of the Company’s subsidiaries have entered into non-deliverable forward foreign-exchange contracts. These contracts are intended to reduce the variability in cash flows associated with forecasted purchases by effectively fixing the foreign currency exchange rates for such transactions.
These derivative instruments (cash flow hedging instruments) are designated and qualify as cash flow hedges. The gain or loss of the derivative, measured at fair value, is initially reported on the consolidated balance sheets in accumulated other comprehensive loss. Amounts recorded in accumulated other comprehensive loss are subsequently reclassified into earnings in the same period that the hedged item impacts consolidated earnings.
The Company is exposed to foreign currency exchange rate fluctuations in the normal course of business, including foreign currency exchange rate fluctuations on U.S. dollar-denominated liabilities within its international subsidiaries whose functional currency is other than the U.S. dollar. The Company manages these fluctuations, in part, through the use of non-deliverable forward foreign-exchange contracts that are intended to offset changes in cash flow attributable to currency exchange movements. These contracts are intended to economically address currency exposure to U.S. dollar-denominated liabilities arising from merchandise inventory expenditures, as well as currency exposure related to forecasted construction costs in Chile. Currently, these contracts do not qualify for derivative hedge accounting, and changes in their fair value are recognized immediately in earnings. The Company seeks to mitigate foreign currency exchange-rate risk with the use of these contracts and does not intend to engage in speculative transactions for other purposes. These contracts do not contain any credit-risk-related contingent features.
27
Cash Flow Hedges
As of May 31, 2026, all of the Company’s interest rate swaps, cross-currency interest rate swaps and a portion of the NDF derivative financial instruments were designated and qualified as cash flow hedges. The Company formally documents the hedging relationships for all derivative instruments that qualify for hedge accounting.
The amounts recorded in accumulated other comprehensive loss for qualifying NDF foreign-exchange contracts are reclassified into earnings in the same period that the hedged merchandise expenditures impact the consolidated statements of income.
The following table summarizes the Company’s interest rate swaps and cross-currency interest rate swaps agreements for which the Company has recorded cash flow hedge accounting for the nine months ended May 31, 2026:
| Entity | Date Entered into | Derivative Financial Counter- party | Derivative Financial Instruments | Initial US$ Notional Amount | US$ Loan Held With | Floating Leg (swap counter-party) | Fixed Rate for PSMT Subsidiary | Settlement Dates | Effective Period of swap | |||||||||||||||||||||||||||||||||||||||||||||||
| Colombia subsidiary | 25-Nov-24 | Citibank, N.A. ("Citi") | Cross currency interest rate swap | $ | PriceSmart, Inc. | % | 27th day of each November, February, May and August beginning on February 27, 2025 | November 27, 2024 - November 27, 2027 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Colombia subsidiary | 15-Nov-24 | Citibank, N.A. ("Citi") | Cross currency interest rate swap | $ | PriceSmart, Inc. | % | 17th day of each February, May, August and November beginning on February 18, 2025 | November 18, 2024 - November 17, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Colombia subsidiary | 19-Sep-24 | Citibank, N.A. ("Citi") | Cross currency interest rate swap | $ | PriceSmart, Inc. | % | 24th day of each September, December, March and June beginning on December 24, 2024 | September 24, 2024 - September 24, 2029 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Colombia subsidiary | 30-Nov-23 | Citibank, N.A. ("Citi") | Cross currency interest rate swap | $ | PriceSmart, Inc. | % | 30th day of each November, May, August and 28th day of each February (except in case of a leap year, 29th day of each February) beginning on February 29, 2024 | November 30, 2023 - November 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Colombia subsidiary | 12-Apr-23 | Citibank, N.A. ("Citi") | Cross currency interest rate swap | $ | PriceSmart, Inc. | % | 11th day of each July, October, January and April, beginning on July 11, 2023 | April 12, 2023 - April 11, 2028 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Colombia subsidiary | 3-May-22 | Citibank, N.A. ("Citi") | Cross currency interest rate swap | $ | PriceSmart, Inc. | % | 3rd day of each May, August, November and February, beginning on August 3, 2022 | May 3, 2022 - May 3, 2027 | ||||||||||||||||||||||||||||||||||||||||||||||||
| SD Property Managers, LLC | 16-Jun-25 | Fifth Third Bank, National Association | Interest rate swap | $ | Fifth Third Bank, National Association | Variable rate 1-month SOFR | % | 1st day of each month beginning on July 1, 2025 | June 16, 2025 - June 16, 2035 | |||||||||||||||||||||||||||||||||||||||||||||||
| Panama subsidiary | 11-Jul-24 | Banco Davivienda (Panamá), S.A. successor to Bank of Nova Scotia ("Scotiabank") | Interest rate swap | $ | Banco Davivienda (Panamá), S.A. | 3-month SOFR with a | % | 1st day of each March, June, September and December beginning June 3, 2024 | February 29, 2024 - March 1, 2029 | |||||||||||||||||||||||||||||||||||||||||||||||
| PriceSmart, Inc. | 7-Nov-16 | U.S. Bank, N.A. ("U.S. Bank") successor to Union Bank, N.A. | Interest rate swap | $ | U.S. Bank | Variable rate 3-month SOFR plus | % | 1st day of each month beginning on April 1, 2017 | March 1, 2017 - March 1, 2027 | |||||||||||||||||||||||||||||||||||||||||||||||
28
The following table presents the Company's non-deliverable forward foreign-exchange contracts for which the Company has recorded cash flow hedge accounting for the nine months ended May 31, 2026:
| Entity | Dates Entered into (Range) | Derivative Financial Counter- party | Notional Amount (USD) | Settlement Dates (Range) | Weighted Average Strike Rate | |||||||||||||||||||||||||||
| Colombia subsidiary | March 24, 2026-May 6, 2026 | Citibank Colombia S.A. | $ | June 2, 2026 - October 21, 2026 | ||||||||||||||||||||||||||||
| Colombia subsidiary | May 14, 2026-May 27, 2026 | DAVIbank S.A. | $ | October 28, 2026 - November 10, 2026 | ||||||||||||||||||||||||||||
For the three and nine months ended May 31, 2026 and May 31, 2025, the Company included the gain or loss on the non-deliverable forward foreign-exchange contracts for which the Company has recorded cash flow hedge accounting in the same line item—Cost of goods sold - net merchandise sales—as the hedged merchandise expenditures as follows (in thousands):
| Income Statement Classification | Net Loss Reclassified from OCI into Earnings | |||||||
| Cost of goods sold - net merchandise sales for the three months ended May 31, 2026 | $ | ( | ||||||
| Cost of goods sold - net merchandise sales for the three months ended May 31, 2025 | $ | |||||||
| Cost of goods sold - net merchandise sales for the nine months ended May 31, 2026 | $ | ( | ||||||
| Cost of goods sold - net merchandise sales for the nine months ended May 31, 2025 | $ | |||||||
The Company entered into non-deliverable forward foreign-exchange contracts to mitigate the foreign currency exchange rate risk associated with forecasted merchandise inventory expenditures within the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. These non-deliverable forward foreign-exchange contracts are designated and qualify as cash flow hedges under ASC 815. The amounts recorded in accumulated other comprehensive loss are reclassified into earnings in the same period that the hedged item impacts the consolidated statements of income.
For the three and nine months ended May 31, 2026 and May 31, 2025, the Company included the gain or loss on the interest rate swaps and cross-currency interest rate swap agreements in the same line item—interest expense—as the offsetting gain or loss on the related hedged debt instruments as follows (in thousands):
| Income Statement Classification | Cost of swaps (2) | Total | ||||||||||||||||||
| Interest expense for the three months ended May 31, 2026 | $ | $ | $ | |||||||||||||||||
| Interest expense for the three months ended May 31, 2025 | $ | $ | $ | |||||||||||||||||
| Interest expense for the nine months ended May 31, 2026 | $ | $ | $ | |||||||||||||||||
| Interest expense for the nine months ended May 31, 2025 | $ | $ | $ | |||||||||||||||||
(1)This amount is representative of the interest expense recognized on the underlying hedged transactions.
(2)This amount is representative of the interest expense recognized on the derivative instruments designated as cash flow hedging instruments.
29
The total notional balance of the Company’s interest rate swaps and cross-currency interest rate swaps was as follows (in thousands):
| Notional Amount as of | ||||||||||||||
Floating Rate Payer (Swap Counterparty) | May 31, 2026 | August 31, 2025 | ||||||||||||
| U.S. Bank | $ | $ | ||||||||||||
| Fifth Third Bank, National Association | ||||||||||||||
| Citibank N.A. | ||||||||||||||
| Banco Davivienda (Panamá), S.A. | ||||||||||||||
| Total | $ | $ | ||||||||||||
Derivatives listed in the table below were designated as cash flow hedging instruments. The table summarizes the effect of the fair value of interest rate swaps, cross-currency interest rate swaps and non-deliverable forward foreign-exchange contracts that qualify for derivative hedge accounting and their associated tax effect on Accumulated Other Comprehensive Loss (in thousands):
| May 31, 2026 | August 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as cash flow hedging instruments | Balance Sheet Classification | Fair Value | Net Tax Effect | Net OCI | Fair Value | Net Tax Effect | Net OCI | |||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | ( | |||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | ( | |||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Non-deliverable forward foreign-exchange contracts | ( | |||||||||||||||||||||||||||||||||||||||||||
| Non-deliverable forward foreign-exchange contracts | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Net fair value of derivatives designated as hedging instruments | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
30
Fair Value Instruments and Economic Hedges
From time to time the Company enters into non-deliverable forward foreign-exchange contracts, which are treated for accounting purposes as fair value instruments or economic hedges and do not qualify for derivative hedge accounting. The use of non-deliverable forward foreign-exchange contracts is intended to offset changes in cash flow attributable to currency exchange movements. These contracts are intended to economically address currency exposure to U.S. dollar-denominated liabilities arising from merchandise inventory expenditures incurred by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar and to reduce the variability in cash flows associated with forecasted construction costs in Chile.
The following table summarizes the non-deliverable forward foreign exchange contracts that do not qualify for hedge accounting and are open as of May 31, 2026:
| Financial Derivative (Counterparty) | Subsidiary | Dates Entered into (Range) | Derivative Financial Instrument | Total Notional Amounts (in thousands) | Settlement Dates (Range) | |||||||||||||||||||||||||||
| Citigroup Global Markets Limited | PriceSmart, Inc. | 24-Mar-2026 | Forward foreign exchange contracts (Chilean pesos) | $ | 10-Sep-2026 - 8-Oct-2027 | |||||||||||||||||||||||||||
| Citibank, N.A. ("Citi") | Colombia | 21-Jan-2026 - 16-Apr-2026 | Forward foreign exchange contracts (USD) | $ | 25-Jun-2026 - 24-Sep-2026 | |||||||||||||||||||||||||||
Forward derivative gains and losses on non-deliverable forward foreign-exchange contracts that do not qualify for hedge accounting are included in Other expense, net, in the consolidated statements of income in the period of change. The gains (losses) associated with these contracts for the three- and nine-month periods ended May 31, 2026 and May 31, 2025 are as follows:
| Income Statement Classification | Net Gain (Loss) | |||||||
| Other expense, net for the three months ended May 31, 2026 | $ | |||||||
| Other expense, net for the three months ended May 31, 2025 | $ | ( | ||||||
| Other expense, net for the nine months ended May 31, 2026 | $ | ( | ||||||
| Other expense, net for the nine months ended May 31, 2025 | $ | ( | ||||||
NOTE 9 – SEGMENTS
The Company and its subsidiaries currently are principally engaged in the international operation of membership shopping in 57 warehouse clubs located in 12 countries and one U.S. territory that are located in Central America, the Caribbean and Colombia. In addition, the Company operates distribution centers and corporate offices in the United States. The Company has aggregated its warehouse clubs, distribution centers and corporate offices into reportable segments. The Company’s reportable segments are based on management’s organization of these locations into operating segments by general geographic location, which are used by management in setting up management lines of responsibility, providing support services, and making operational decisions and assessments of financial performance. Segment amounts are presented after converting to U.S. dollars and consolidating eliminations. Certain revenues, operating costs and inter-company charges included in the United States segment are not allocated to the segments within this presentation, as it is impractical to do so, and they appear as reconciling items to reflect the amount eliminated on consolidation of intersegment transactions. From time to time, the Company revises the measurement of each segment's operating income and net income, including certain corporate overhead allocations, and other measures as determined by the information regularly reviewed by management. When the Company does so, the previous period amounts and balances are reclassified to conform to the current period's presentation.
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The group composed of the Company’s (i) Chief Executive Officer, (ii) Chief Operating Officer, and (iii) Chief Financial Officer functions as the Company’s Chief Operating Decision Maker ("CODM"). The Company’s CODM manages business operations and evaluates the performance of each segment based on the operating income (loss) of the segment and net income. The CODM considers actual performance relative to expectations and growth potential to determine the appropriate allocation of resources to each segment.
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The following tables summarize by segment certain revenues, significant expense categories, operating costs and balance sheet items regularly provided to the CODM, (in thousands):
| United States Operations | Central American Operations | Caribbean Operations (1) | Colombia Operations | Reconciling Items (2) | Total | |||||||||||||||||||||||||||||||||
| Three Months Ended May 31, 2026 | ||||||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | ||||||||||||||||||||||||||||||||||||
Total revenues | ( | |||||||||||||||||||||||||||||||||||||
Less (3): | ||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||||||||
| Intersegment cost of goods sold | ( | — | ||||||||||||||||||||||||||||||||||||
| Warehouse club and other operations | ||||||||||||||||||||||||||||||||||||||
General and administrative (4) | ||||||||||||||||||||||||||||||||||||||
| Intersegment reimbursement of expenses | ( | — | ||||||||||||||||||||||||||||||||||||
Operating income (loss) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Interest income from external sources | ||||||||||||||||||||||||||||||||||||||
| Interest income from intersegment sources | ( | — | ||||||||||||||||||||||||||||||||||||
| Interest expense from external sources | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Interest expense from intersegment sources | ( | ( | ( | ( | — | |||||||||||||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items (5) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
Net income (loss) | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Capital expenditures, net | ||||||||||||||||||||||||||||||||||||||
| Nine Months Ended May 31, 2026 | ||||||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | ||||||||||||||||||||||||||||||||||||
Total revenues | ( | |||||||||||||||||||||||||||||||||||||
Less (3): | ||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||||||||
| Intersegment cost of goods sold | ( | — | ||||||||||||||||||||||||||||||||||||
| Warehouse club and other operations | ||||||||||||||||||||||||||||||||||||||
General and administrative (4) | ||||||||||||||||||||||||||||||||||||||
| Intersegment reimbursement of expenses | ( | — | ||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
| Interest income from external sources | ||||||||||||||||||||||||||||||||||||||
| Interest income from intersegment sources | ( | — | ||||||||||||||||||||||||||||||||||||
| Interest expense from external sources | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Interest expense from intersegment sources | ( | ( | ( | ( | — | |||||||||||||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items (5) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Long-lived assets (other than deferred tax assets) | ||||||||||||||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||||||||||||||
| Total assets | ||||||||||||||||||||||||||||||||||||||
| Capital expenditures, net | ||||||||||||||||||||||||||||||||||||||
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| Three Months Ended May 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | ||||||||||||||||||||||||||||||||||||
Total revenues | ( | |||||||||||||||||||||||||||||||||||||
Less (3): | ||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||||||||
| Intersegment cost of goods sold | ( | — | ||||||||||||||||||||||||||||||||||||
| Warehouse club and other operations | ||||||||||||||||||||||||||||||||||||||
General and administrative (4) | ( | |||||||||||||||||||||||||||||||||||||
| Intersegment reimbursement of expenses | ( | — | ||||||||||||||||||||||||||||||||||||
Operating income (loss) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Interest income from external sources | ||||||||||||||||||||||||||||||||||||||
| Interest income from intersegment sources | ( | — | ||||||||||||||||||||||||||||||||||||
| Interest expense from external sources | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Interest expense from intersegment sources | ( | ( | ( | ( | — | |||||||||||||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items (5) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Net income (loss) | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Capital expenditures, net | ||||||||||||||||||||||||||||||||||||||
| Nine Months Ended May 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Intersegment revenues | ( | — | ||||||||||||||||||||||||||||||||||||
Total revenues | ( | |||||||||||||||||||||||||||||||||||||
Less (3): | ||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||||||||
| Intersegment cost of goods sold | ( | — | ||||||||||||||||||||||||||||||||||||
| Warehouse club and other operations | ||||||||||||||||||||||||||||||||||||||
General and administrative (4) | ||||||||||||||||||||||||||||||||||||||
| Intersegment reimbursement of expenses | ( | — | ||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Interest income from external sources | ||||||||||||||||||||||||||||||||||||||
| Interest income from intersegment sources | ( | — | ||||||||||||||||||||||||||||||||||||
| Interest expense from external sources | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Interest expense from intersegment sources | ( | ( | ( | ( | — | |||||||||||||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items (5) | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
| Long-lived assets (other than deferred tax assets) | ||||||||||||||||||||||||||||||||||||||
| Goodwill | ||||||||||||||||||||||||||||||||||||||
| Investment in unconsolidated affiliates | ||||||||||||||||||||||||||||||||||||||
| Total assets | ||||||||||||||||||||||||||||||||||||||
| Capital expenditures, net | ||||||||||||||||||||||||||||||||||||||
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| As of August 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Long-lived assets (other than deferred tax assets) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||||||||||||||||
Investment in unconsolidated affiliates | ||||||||||||||||||||||||||||||||||||||
| Total assets | ||||||||||||||||||||||||||||||||||||||
(1)Management considers its club in the U.S. Virgin Islands to be part of its Caribbean operations.
(2)The reconciling items reflect the amount eliminated on consolidation of intersegment transactions.
(3)The significant expense categories and amounts align with the segment level information that is regularly provided to the chief operating decision maker.
(4)General and administrative expenses include pre-opening expenses and loss on disposal of assets.
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated all events subsequent to the balance sheet date as of May 31, 2026 through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events that require disclosure.
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PRICESMART, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements concerning PriceSmart, Inc.'s ("PriceSmart", the "Company", "we" or "our") anticipated future revenues and earnings, adequacy of future cash flows, digital and technological initiatives, proposed warehouse club and distribution center 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 the risks detailed in the Annual Report on Form 10-K for the fiscal year ended August 31, 2025 filed with the United States Securities and Exchange Commission (“SEC”) on October 30, 2025 under the heading “Part I. Item 1A. Risk Factors" and "Part I Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements, 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 currently considers to be immaterial.
Overview
PriceSmart was founded in 1996 by Sol and Robert Price, the creators of Price Club, the original warehouse club operator. The objective of PriceSmart is to operate its warehouse club business in Central America, the Caribbean and South America at operating standards as good as, or superior to, warehouse club operations in the United States.
As of May 31, 2026, we had 57 warehouse clubs in operation in Central America, the Caribbean and Colombia. In addition, we are continuing to advance our planned expansion into Chile, which we believe is a promising new market for our Company. We believe PriceSmart has become one of the most respected and trusted brands in the countries where we operate, and with over two million membership accounts, and over four million cardholders, we believe PriceSmart is an essential part of the shopping experience for consumers and small businesses in PriceSmart’s markets.
PriceSmart sources approximately half of its merchandise from suppliers within Latin America and the Caribbean, with the balance of merchandise sourced from the United States and globally. Product selection includes basic consumable merchandise for consumers and businesses, “Member’s Selection®” private label merchandise and consumable and non-consumable products that are often not otherwise available in our markets.
PriceSmart continually focuses on innovation. Beyond in-club shopping, our Members can shop via our mobile app or online at PriceSmart.com, both of which offer home delivery and curbside pickup via our Click & Go® service. PriceSmart is making significant investments in technology both to improve the online shopping experience for its Members and to enhance operating efficiencies in the supply chain and the back office.
We seek to be an outstanding place to work and provide safe and pleasant working environments for our over 13,000 employees, along with excellent pay and benefits, including healthcare coverage and retirement benefits.
PriceSmart is committed to improving the quality of life for people living in the communities in which it does business. Through a partnership with Price Philanthropies Foundation we provide school supplies to approximately 140,000 children and vision screening and eye exams for thousands of children through the Aprender y Crecer program. In addition, the PriceSmart Foundation makes grants to support youth workforce development and small business growth in PriceSmart markets.
We believe that operating our business at the highest standards, providing outstanding jobs for our employees and being good stewards of the communities in which we operate results in PriceSmart being a good investment for our stockholders.
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The number of warehouse clubs for each country or territory were as follows:
| Country/Territory | Number of Warehouse Clubs in Operation as of May 31, 2025 | Number of Warehouse Clubs in Operation as of May 31, 2026 | Anticipated Warehouse Club Openings in Fiscal Year 2026 | Anticipated Warehouse Club Openings in Fiscal Year 2027 | ||||||||||||||||||||||||||||
| Colombia | 10 | 10 | — | — | ||||||||||||||||||||||||||||
| Costa Rica | 9 | 9 | 1 | 1 | ||||||||||||||||||||||||||||
| Panama | 7 | 7 | — | — | ||||||||||||||||||||||||||||
| Guatemala | 6 | 7 | — | 1 | ||||||||||||||||||||||||||||
| Dominican Republic | 5 | 6 | — | — | ||||||||||||||||||||||||||||
| Trinidad | 4 | 4 | — | — | ||||||||||||||||||||||||||||
| El Salvador | 4 | 4 | — | — | ||||||||||||||||||||||||||||
| Honduras | 3 | 3 | — | — | ||||||||||||||||||||||||||||
| Nicaragua | 2 | 2 | — | — | ||||||||||||||||||||||||||||
| Jamaica | 2 | 2 | — | 2 | ||||||||||||||||||||||||||||
| Aruba | 1 | 1 | — | — | ||||||||||||||||||||||||||||
| Barbados | 1 | 1 | — | — | ||||||||||||||||||||||||||||
| U.S. Virgin Islands | 1 | 1 | — | — | ||||||||||||||||||||||||||||
| Chile | — | — | — | 1 | ||||||||||||||||||||||||||||
| Totals | 55 | 57 | 1 | 5 | ||||||||||||||||||||||||||||
Our Member-facing warehouse clubs are all located in Latin America and the Caribbean. Our two regional distribution centers located in the United States (Miami) and Costa Rica operate in conjunction with our local distribution centers in all of our multi-club markets. Our corporate headquarters, U.S. buying operations and support service center offices are located in the United States. Lastly, we have additional support service centers in some of our markets. Our operating segments currently are the United States, Central America, the Caribbean and Colombia.
In the first quarter of fiscal year 2026, we purchased land for our third warehouse club in Jamaica, located in Montego Bay, approximately 100 miles west from the nearest club in the capital of Kingston. The club will be built on a five-acre property and is anticipated to open in the fall of 2026.
In the second quarter of fiscal year 2026, we purchased land and plan to open our tenth warehouse club in Costa Rica, located in Ciudad Quesada, approximately 47 miles northwest from the nearest club in the capital of San Jose. The club will be built on a six-acre property and is anticipated to open in August 2026.
In the first quarter of fiscal year 2026, we executed a land lease for our fourth warehouse club in Jamaica, located on South Camp Road (Kingston), approximately six miles southeast from the nearest club in the capital of Kingston. The club is under construction on a three-acre property and is anticipated to open in the winter of 2026-27.
In the third quarter of fiscal year 2026, we executed a land lease for our eighth warehouse club in Guatemala, located in Villa Nueva, approximately thirteen miles south from the nearest club in the capital of Guatemala City, subject to necessary permits being obtained. The club will be built on a five-acre property and is anticipated to open in the winter of 2027.
In the third quarter of fiscal year 2026, we executed a lease for our first warehouse club in Chile in Comuna Las Condes, Santiago. The club will be located within the Mallplaza Los Dominicos shopping center and is anticipated to open in the spring of 2027.
In the fourth quarter of fiscal year 2026, we purchased land and plan to open our eleventh warehouse club in Costa Rica, located in Santo Tomas de Santo Domingo (Heredia), approximately four miles east from the nearest club in Heredia. The club will be built on a six-acre property and is anticipated to open in the spring of 2027.
Once these six new clubs are open, the Company will operate 63 warehouse clubs.
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We continue to evaluate opportunities to expand our warehouse club operations in our existing markets and to assess potential entry into new markets. In Chile, in addition to our planned warehouse club in the Mallplaza Los Dominicos shopping center, we have entered into executory agreements to acquire land for two additional potential warehouse clubs, subject to normal contingencies.
Factors Affecting the Business
Overall economic trends, foreign currency exchange volatility, and other factors impacting the business.
Our sales and profits vary from market to market depending on general economic factors, including Gross Domestic Product ("GDP") growth; consumer preferences; foreign currency exchange rates; political and social conditions; local demographic characteristics (such as population growth); the number of years we have operated in a particular market; and the level of retail and wholesale competition in that market. The economies of many of our markets are dependent on foreign trade, tourism, remittances from foreign workers located in the United States to individuals or family members in their home countries, and foreign direct investments. Uncertain economic conditions and a slowdown in global economic growth and investment may impact the economies in our markets, causing significant declines in GDP and employment and devaluations of local currencies against the U.S. dollar.
Inflationary pressures could significantly impact product costs, and commodity price increases have and could again impact our financial results and could lead to reduced sales, fewer units sold, and/or margin pressure. For example, we are monitoring the resolution of the conflict with Iran, including the impact on global commodity prices and potential shipping and logistics disruptions. We may experience increases in transportation costs or delays in the shipment or delivery of our products.
Currency fluctuation can be one of the largest variables affecting our overall sales and profit performance because many of our markets are susceptible to foreign currency exchange rate volatility. As of May 31, 2026, some markets, primarily Colombia and Costa Rica, benefited from currency appreciation, which was partially offset by currency devaluations we experienced in Honduras, when compared to May 31, 2025. During the first nine months of fiscal years 2026 and 2025, approximately 81.0% and 80.0%, respectively, of our net merchandise sales were in currencies other than the U.S. dollar. Of those sales, 48.8% and 49.3% consisted of sales of products we purchased in U.S. dollars.
A devaluation of local currency reduces the value of sales and membership income that is generated in that country when translated to U.S. dollars for our consolidated results. In addition, when a local currency experiences devaluation, we may elect to increase the local currency price of imported merchandise to maintain our target margins, which could impact demand for the merchandise affected by the price increase. Alternatively, we may elect not to raise prices to fully cover the impact of the devaluation, adversely affecting our margins. For example, during fiscal year 2023, the currency in Colombia devalued approximately 15%, but we selectively held pricing steady or took pricing actions to mitigate declines in demand, which negatively impacted our consolidated total gross margin percentage. We may also modify the mix of imported versus local merchandise and/or the source of imported merchandise to mitigate the impact of currency fluctuations. Information about the effect of local currency devaluations is discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net Merchandise Sales and Comparable Sales.”
Our wallet-share capture of total retail and wholesale sales can vary from market to market due to competition and the availability of other shopping options for our Members. Demographic characteristics within each of our markets can affect both the overall level of sales and future sales growth opportunities. Certain island markets, such as Aruba, Barbados and the U.S. Virgin Islands, offer limited upside for sales growth given their overall market size.
We continue to face the risk of political instability which may have significant effects on our business. For example, protestors set up roadblocks in Panama during October and November 2023 as a reaction to an agreement between the Panamanian government and a mining company, disrupting traffic to our clubs throughout most of the market. In the third quarter of fiscal year 2025, Panama once again experienced widespread protests and social unrest against the government. Roadblocks in Guatemala in October 2023 related to election protests also limited access to certain of our warehouse clubs. Civil unrest in Colombia in response to tax reform and austerity measures paralyzed significant portions of the country’s infrastructure during the third quarter of fiscal year 2021.
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Our operations are subject to volatile weather conditions and natural disasters. For example, in October 2025, Hurricane Melissa brought catastrophic winds, flash flooding and storm surge throughout the island of Jamaica resulting in the closure of our Jamaica clubs for two days. Although our warehouse clubs were not significantly affected and we were able to manage our supply chain to keep our warehouse clubs stocked with merchandise, similar natural disasters could adversely impact our overall sales, costs and profit performance in the future.
At times we face difficulties in the shipment of, and the risks inherent in the importation of, merchandise to our warehouse clubs. One of those difficulties is possible governmental restrictions on the importation of merchandise. In late May 2023, disputes with Nicaraguan customs and tax authorities resulted in delays in the issuance of our importation clearance, and general delays in the customs inspection process. While this situation had occurred frequently prior to May 2023, we generally were able to plan around these import blockages and resume imports within a matter of days. However, the 2023 delay in obtaining importation clearance resulted in our being unable to import merchandise into Nicaragua for several weeks in June 2023. While our tax clearances and imports have returned to a normal cadence, we could see delays of imports into Nicaragua again as well as in other jurisdictions in which we operate.
Our operations depend on shipping, trucking, ports and other elements of the supply chain that often rely on unionized labor. A work stoppage or other limitation on operations from union or other labor-related matters could occur for any number of reasons, including as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiation of new collective bargaining agreements. For example, while it did not impact our export activities, we experienced a brief disruption to the flow of imported merchandise into our Miami distribution center because of the U.S. dockworkers strike in October 2024.
Current uncertainties about U.S. tariffs and reciprocal tariffs may have an adverse effect on our Company. On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Power Act (the "IEEPA Decision"). However, immediately following the IEEPA decision, the U.S. government initiated new tariffs under Section 122 of the Trade Act of 1974, which were struck down by the U.S. Court of International Trade and are currently under appeal. Our Miami Distribution Center, which operates within a Free Trade Zone ("FTZ"), has helped us avoid potential economic risks, and as a result, we did not pay tariffs and are not owed a refund.
In July 2025, the United States enacted significant tax legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent many provisions of the Tax Cuts and Jobs Act of 2017 and introduces additional changes affecting individuals and businesses. Key business related provisions include the continuation of the 21% federal corporate income tax rate, enhancements to bonus depreciation and expensing rules, and modifications to certain international provisions, including Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income deductions.
We have reviewed the OBBBA and continue to monitor and model its potential impact on our operations and effective tax rate. Based on our current analysis of the Company's operating profile, we do not expect material effects on our 2026 fiscal year results or to our results going forward, considering our existing tax profile. Most provisions that represent substantive changes to existing law, including adjustments to international tax regimes and certain deduction limitations, are scheduled to take effect during our fiscal year 2027.
Changes in tax laws, increases in the enacted tax rates, adverse outcomes in connection with tax audits in any jurisdiction, or any change in the pronouncements relating to accounting for income taxes could have a material adverse effect on our financial condition and results of operations. In one of the countries where we operate, the government made changes several years ago in the method of computing minimum tax payments, under which the government sought to require retailers to pay taxes based on a percentage of sales if the resulting tax were greater than the tax payable based on a percentage of income (Alternative Minimum Tax or "AMT"). We, together with our tax and legal advisers, appealed these interpretations and litigated our cases in the country’s court system. Nevertheless, in fiscal year 2023, we recorded a $7.2 million charge to settle the minimum tax payment dispute. To address the inherent risk of operating in a country in which tax legislation changes can significantly impact our business because of our low-margin business model and in which our ability to successfully appeal the application of these taxes is limited, we have increased prices in this market to offset or partially offset the rise in costs to comply with the annual AMT payment. These and other challenges may persist or become more acute and could have a material adverse effect on our business and results of operations.
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From time to time, we have experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity). This impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products or otherwise fund our operations. This illiquidity also increases our foreign exchange exposure to any devaluation of the local currency relative to the U.S. dollar. Additionally, the Company may incur significant premium costs to convert our local currencies into available tradable currencies and U.S. dollars. For instance, since fiscal year 2017, we have experienced this situation in Trinidad and have been unable to source a sufficient level of tradable currencies. We are working with our banks in Trinidad and government officials to convert all of our Trinidad dollars into tradable currencies. Our balance as of May 31, 2026 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $44.1 million, a decrease of $56.4 million from the peak of $100.5 million as of November 30, 2020. However, as the Trinidad central bank strictly manages the exchange rate of the Trinidad dollar with the U.S. dollar and affects the level of U.S. dollar liquidity in the market through its interventions, we are subject to continued challenges in converting our Trinidad dollars to U.S. dollars, as well as being exposed to the risk of a potential devaluation of the currency. In July 2025 and again in the third quarter of fiscal year 2026, the Company entered into financing transactions to provide our Trinidad subsidiary with additional U.S. dollar liquidity needed to meet its operational needs and help reduce the shortfall in U.S. dollar sourcing due to continued illiquid foreign exchange conditions in that market. While we currently expect to convert increased amounts of Trinidad dollars going forward, the timing and availability of U.S. dollars remains uncertain, and we may incur significant premium costs to complete such conversions.
While we are currently able to source substantially all the U.S. dollars that we need in Honduras, we faced similar U.S. dollar liquidity challenges in Honduras during fiscal year 2023 through much of fiscal year 2025, and the central bank still has strict controls in place that impact the availability of U.S. dollars.
During fiscal year 2026, our Costa Rica subsidiary recognized unrealized foreign currency losses primarily related to the revaluation of U.S. dollar-denominated assets and liabilities held in that market. Our balance as of May 31, 2026 of U.S. dollar-denominated cash and cash equivalents, short-term investments, and other assets and liabilities in our Costa Rican subsidiary was $76.5 million. Refer to “Management’s Discussion & Analysis – Other Expense, Net” for additional information.
Mission
PriceSmart's mission is to provide all Members an outstanding shopping experience with high quality, exciting merchandise and services at the lowest possible prices.
Purpose
PriceSmart's purpose is to improve the lives and businesses of our Members, our employees and our communities through the responsible delivery of the best quality goods and services at the lowest possible prices. We aim to serve as a model company, which operates profitably and provides a good return to our investors, by providing Members in emerging and developing markets with exciting, high-quality merchandise sourced from around the world and valuable services at compelling prices in safe U.S.-style clubs and through PriceSmart.com. We prioritize the well-being and safety of our Members and employees. We believe we provide good jobs, excellent wages and benefits and opportunities for advancement. We strive to treat our suppliers right and empower them when we can, including both our regional suppliers and those from around the world. We try to conduct ourselves in a socially responsible manner as we endeavor to improve the quality of the lives of our Members and their businesses, while respecting the environment and the laws of all the countries in which we operate. We also believe in facilitating philanthropic contributions to the communities in which we do business. We charge Members an annual membership fee that enables us to operate our business with lower margins than traditional retail stores. As we continue to invest in technological capabilities, we believe we are enhancing our capabilities to drive sales, operational efficiencies, and provide a better Member experience. We believe we are well positioned to blend the excitement and appeal of our brick-and-mortar business with the convenience and additional benefits of online shopping and services, while simultaneously enhancing Member experience and engagement.
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Growth
As we look to the future, our Company is focused on three major drivers of growth:
•Invest in Adding New PriceSmart Locations, Expanding into New Markets, Remodeling Current PriceSmart Clubs and Opening More Distribution Centers
•Increase Membership Value
•Drive Incremental Sales via PriceSmart.com and Enhanced Digital and Technological Capabilities
I.Invest in Adding New PriceSmart Locations, Expanding into New Markets, Remodeling Current PriceSmart Clubs and Opening More Distribution Centers. We continue to pursue opportunities to add new warehouse clubs in our existing markets and to assess opportunities in new markets. We have acquired land for three new warehouse clubs and entered into leases for three new warehouse clubs. These warehouse clubs will be our third and fourth warehouse clubs in Jamaica, our tenth and eleventh warehouse clubs in Costa Rica, our eighth warehouse club in Guatemala, and our first warehouse club in Chile. Once these six new clubs are open, PriceSmart will operate 63 warehouse clubs in total. In addition, in Chile, we have entered into executory agreements for two potential sites for two new warehouse clubs and are actively reviewing other potential sites. As part of our expansion into Chile, we have hired local consultants to assist us, appointed a country general manager, begun building our local team and opened a central office in Chile.
Additionally, we believe that one of the quickest and most effective ways to increase sales and profitability is to increase the size and efficiency of our existing warehouse clubs and the number of parking spaces at our high-volume locations. To support this strategy, we plan to begin warehouse club and parking lot expansions and remodels in fiscal year 2026 and 2027 in Via Brasil, Panama and Barbados. During fiscal year 2023, we entered into a lease agreement to relocate and extend the lease term for our Miraflores club, which is our highest selling location in Guatemala. The new warehouse will have increased sales floor square footage and a greater number of parking spaces, along with covered parking for our Members. We expect to relocate our Miraflores club to this new location in the first half of calendar year 2028.
We are enhancing our distribution and logistics network through the opening of distribution centers in China and in each of our multi-club markets, either operated by PriceSmart or through the use of third-party logistics providers. We completed full implementation of these distribution centers in China in the second quarter of fiscal year 2026. These distribution centers have helped reduce landed costs and lead times (via direct shipments from Asia to our local markets). In addition to our regional distribution center in Costa Rica, we have PriceSmart-operated distribution centers in various stages of development and implementation in other key markets. In the second quarter of fiscal year 2026, we opened a distribution center in Trinidad. In the third quarter of fiscal year 2026, we opened a distribution center in Colombia. In addition, we plan to open a distribution center in Jamaica during fiscal year 2026 and a distribution center in the Dominican Republic during fiscal year 2027. We also expect to relocate and consolidate our cold regional distribution center into the existing regional distribution center in Miami during fiscal year 2027.
II.Increase Membership Value. At PriceSmart, we are dedicated to attracting new Members and fostering long-term loyalty by continually enhancing the value of membership. In addition to providing low prices on merchandise, we seek to provide Members with greater convenience and an expanding range of services. This includes access to PriceSmart.com for online shopping, seamless club pickup and delivery services, and our comprehensive well-being initiative. Members enjoy optical services with free eye exams, affordably priced eyeglass frames, audiology services with hearing tests, and competitively priced hearing aids. In select markets, we offer pharmacy services to further enrich the PriceSmart membership experience. We increased the membership fee by $5 in all but one market during fiscal year 2024 and may consider further adjustments as member benefits and value continue to grow.
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We focus on the growth of our membership base, Member renewal rates and average ticket as part of determining how Members see the value we offer. A key driver of our membership strategy is the Platinum Membership, which is designed to offer even more value to our most engaged Members. Platinum Members enjoy exclusive benefits, including an annual cashback reward on eligible purchases, which directly translates to savings that reward loyalty and increase purchasing power. By offering tangible financial rewards, we believe Members can derive maximum value from their membership, particularly when paired with the PriceSmart co-branded credit card which offers an additional cash back incentive for Members with the card. Platinum Members tend to demonstrate higher renewal rates and increased spending compared to other membership tiers. Platinum Membership accounts were 21.3% of our total membership base as of May 31, 2026, an increase from 16.1% as of May 31, 2025. This directly contributes to the Company's revenue growth and reinforces our commitment to providing best-in-class value for our Members.
Additionally, our private-label products that we sell under the “Member’s Selection®” brand plays a crucial role in enhancing the membership value proposition. We believe these branded products, available only at PriceSmart, deliver superior value while maintaining the high standards that our Members expect. Sourced with care and designed to meet everyday needs, “Member’s Selection®” products range from pantry staples to household essentials, providing affordable alternatives without compromising on quality. During the first nine months of fiscal year 2026, our private-label sales represented 26.7% of total net merchandise sales, down slightly from 27.7% in the same period of fiscal year 2025. In the first quarter of fiscal year 2026, the Company discontinued selling produce under the “Member’s Selection®” brand as we determined that these products no longer aligned with the value proposition we strive to deliver with our private-label products. Excluding discontinuation of produce under the “Member’s Selection®” brand, our private-label sales, as a percentage of total net merchandise sales, increased by 40 basis points compared to the same period of fiscal year 2025.
Our strategy is to offer our Members a curated selection of high‑quality merchandise at prices we believe consistently deliver strong value across our markets. Our model focuses on fast‑turning items, with limited variations in styles, sizes, and colors to maximize efficiency and drive savings. We offer a limited number of stock keeping units ("SKUs") with large pack sizes. Our "Treasure Hunt" experience offers the best value on exclusive or one-time-buy merchandise. By continuously enhancing our benefits and maintaining a strong focus on membership growth, renewal rates, and Member spending, we provide our Members with unmatched value, no matter how, when or where they choose to shop.
III.Drive Incremental Sales via PriceSmart.com and Enhanced Digital and Technological Capabilities. We’ve continued to tailor our digital experience to try to exceed our Members' expectations of how, when and where they want to shop. In the third quarter of fiscal year 2026, our digital channel sales reached $99.6 million, a 26.2% increase year-over-year, representing 6.9% of total net merchandise sales. We continue to modernize our processes and technology across the organization. During the third quarter of fiscal year 2026, we made further progress in our migration to the RELEX supply chain and inventory management software platform. We expect to complete the implementation in the second quarter of fiscal year 2027. We believe this upgraded technology enhances employee productivity and is designed to improve inventory management, reduce spoilage and increase in‑stock availability, driving both sales and operating efficiency.
We finalized implementing a new point-of-sale system, Elera, a Toshiba product, in all of our English-speaking markets in the Caribbean and one of our Spanish-speaking countries in Central America, and we are continuing the rollout of Elera in the remainder of our Spanish‑speaking markets. We believe with this upgraded technology we can achieve faster checkout times, improve employee productivity and enhance our payment option capabilities.
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In the third quarter of fiscal year 2026, we continued advancing the implementation of Workday's human capital management system to replace legacy human resource systems. This technology upgrade is designed to enhance the employee experience with modern, user-friendly tools, while improving processes and efficiencies, strengthening compliance and providing scalable, integrated data to support future growth. We also progressed further in our multi‑phase implementation of the E2Open Global Trade Management platform during the third quarter of fiscal year 2026. This platform is designed to enhance automation, compliance, and controls across global import and export operations. Once fully implemented, we believe this platform will strengthen trade compliance, improve data visibility, and support scalable international growth.
During the third quarter of fiscal year 2026, we continued the migration of our mobile application to fully native iOS and Android architectures to enhance speed, reliability, and accessibility for our Members. By solidifying our digital foundation and enabling faster deployment of new features, we believe we are well positioned to deliver an outstanding shopping experience while continuing to reduce costs.
We also continued development of our Membership Omnichannel Transformation ("MOT"), a unified platform designed to streamline the full membership lifecycle across all channels and geographies. We expect MOT to consolidate member identity, transaction history, and interaction data into a single system of record, replacing fragmented legacy processes with a consistent, auditable framework. By standardizing how enrollment, renewal, upgrades, and in-club and digital transactions are processed globally, we believe MOT will improve data quality, reduce friction in the member experience, and increase operational efficiency across our teams. We also believe capturing this data through MOT will allow us analytical opportunities to better understand Member preferences and trends.
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Financial highlights for the third quarter of fiscal year 2026 included:
•Total revenues increased 12.5% over the comparable prior year period.
•Net merchandise sales increased 12.5% over the comparable prior year period. We ended the quarter with 57 warehouse clubs compared to 55 warehouse clubs at the end of the third quarter of fiscal year 2025. Net merchandise sales - constant currency increased 8.5% over the comparable prior-year period.
•Comparable net merchandise sales (that is, sales in the 54 warehouse clubs that have been open for more than 13 ½ calendar months) for the 13 weeks ended May 31, 2026 increased 10.7%. Comparable net merchandise sales - constant currency for the 13 weeks ended May 31, 2026 increased 6.9%.
•Membership income for the third quarter of fiscal year 2026 increased 17.6% to $25.7 million over the comparable prior-year period.
•Total gross margins (net merchandise sales less associated cost of goods sold) increased 14.0% over the prior year period, and merchandise gross profit as a percent of net merchandise sales was 16.0%, an increase of 20 basis points when compared to the same period in the prior year.
•Selling, general and administrative expenses increased 13.4% compared to the third quarter of fiscal year 2025, primarily due to increases in warehouse club and other operations costs. Selling, general and administrative expenses as a percentage of total revenues in the third quarter of fiscal year 2026 increased to 13.3% from 13.2% in the same period last year.
•Operating income for the third quarter of fiscal year 2026 was $65.6 million, an increase of 16.7%, or $9.4 million, compared to the third quarter of fiscal year 2025.
•We recorded a $10.5 million net loss in total other expense in the third quarter of fiscal year 2026 compared to a $7.2 million net loss in total other expense in the same period last year. This increase in total other expense was primarily due to an increase in other expense, net of $3.0 million, which was primarily driven by an increase in total foreign currency transaction losses.
•Our effective tax rate decreased slightly in the third quarter of fiscal year 2026 to 28.0% from 28.4% in the third quarter of fiscal year 2025.
•Net income for the third quarter of fiscal year 2026 was $39.7 million, or $1.28 per diluted share, compared to $35.2 million, or $1.14 per diluted share, in the third quarter of fiscal year 2025.
•Adjusted EBITDA for the third quarter of fiscal year 2026 was $90.4 million compared to $79.0 million in the same period last year.
Financial highlights for the nine months ended May 31, 2026 included:
•Total revenues increased 10.7% over the comparable prior year period.
•Net merchandise sales increased 11.0% over the comparable prior year period. We ended the first nine months of fiscal year 2026 with 57 warehouse clubs compared to 55 warehouse clubs at the end of the first nine months of fiscal year 2025. Net merchandise sales - constant currency increased 8.6% over the comparable prior-year period.
•Comparable net merchandise sales (that is, sales in the 54 warehouse clubs that have been open for more than 13 ½ calendar months) for the 39 weeks ended May 31, 2026 increased 8.8%. Comparable net merchandise sales - constant currency for the 39 weeks ended May 31, 2026 increased 6.4%.
•Membership income for the first nine months of fiscal year 2026 increased 16.9% to $73.6 million over the comparable prior-year period.
•Total gross margins (net merchandise sales less associated cost of goods sold) increased 12.9% over the prior year period, and merchandise gross profit as a percent of net merchandise sales was 16.0%, an increase of 30 basis points when compared to the same period in the prior year.
•Selling, general and administrative expenses increased 12.9% compared to the first nine months of fiscal year 2025, primarily due to increases in warehouse club and other operations costs. Selling, general and administrative expenses as a percentage of total revenues in the first nine months of fiscal year 2026 increased to 13.0% from 12.8% in the same period last year.
•Operating income for the first nine months of fiscal year 2026 was $204.0 million, an increase of 13.5%, or $24.2 million, compared to the first nine months of fiscal year 2025.
•We recorded a $26.5 million net loss in total other expense in the first nine months of fiscal year 2026 compared to a $19.6 million net loss in total other expense in the same period last year. This increase in total other expense was primarily due to an increase in other expense, net of $5.0 million, which was mainly driven by an increase in unrealized losses in the value of U.S. dollar-denominated monetary assets and liabilities in several of our markets and an increase in interest expense, net of interest income, of $1.8 million.
•Our effective tax rate increased slightly in the first nine months of fiscal year 2026 to 27.4% from 27.3% in the first nine months of fiscal year 2025.
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•Net income for the first nine months of fiscal year 2026 was $128.9 million, or $4.18 per diluted share, compared to $116.3 million, or $3.80 per diluted share, in the first nine months of fiscal year 2025.
•Adjusted EBITDA for the first nine months of fiscal year 2026 was $277.0 million compared to $245.1 million in the same period last year.
Non–GAAP (Generally Accepted Accounting Principles) Financial Measures
The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with U.S. GAAP (Generally Accepted Accounting Principles). In addition to relevant GAAP measures, we also provide non-GAAP measures including Adjusted EBITDA, net merchandise sales - constant currency and comparable net merchandise sales - constant currency because management believes these metrics are useful to investors and analysts by excluding items that we do not believe are indicative of our core operating performance. These measures are customary for our industry and commonly used by competitors. However, these non-GAAP financial measures should not be reviewed in isolation or considered as an alternative to any other performance measure derived in accordance with GAAP and may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
Adjusted EBITDA
Adjusted EBITDA is defined as net income before interest expense, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including interest income and other income (expense), net. The following is a reconciliation of our Net income to Adjusted EBITDA for the periods presented:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (Amounts in thousands) | May 31, 2026 | May 31, 2025 | May 31, 2026 | May 31, 2025 | |||||||||||||||||||
Net income as reported | $ | 39,691 | $ | 35,158 | $ | 128,948 | $ | 116,346 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Interest expense | 3,850 | 2,762 | 12,229 | 7,995 | |||||||||||||||||||
| Provision for income taxes | 15,446 | 13,917 | 48,572 | 43,797 | |||||||||||||||||||
| Depreciation and amortization | 24,778 | 22,757 | 73,027 | 65,386 | |||||||||||||||||||
| Interest income | (3,259) | (2,486) | (9,840) | (7,441) | |||||||||||||||||||
Other expense, net (1) | 9,913 | 6,888 | 24,079 | 19,050 | |||||||||||||||||||
| Adjusted EBITDA | $ | 90,419 | $ | 78,996 | $ | 277,015 | $ | 245,133 | |||||||||||||||
(1) Primarily consists of transaction costs of converting the local currencies into available tradable currencies in some of our countries with liquidity issues and foreign currency losses or gains due to the revaluation of monetary assets and liabilities (primarily U.S. dollars) for the three and nine months ended May 31, 2026 and 2025.
Net Merchandise Sales - Constant Currency and Comparable Net Merchandise Sales - Constant Currency
As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. The translation of the operations of our foreign-based entities from their local currencies into U.S. dollars is sensitive to changes in foreign currency exchange rates and can have a significant impact on our reported financial results. We believe that constant currency is a useful measure, indicating the actual growth of our operations. When we use the term "net merchandise sales – constant currency," it means that we have translated current year net merchandise sales at prior year monthly average exchange rates. Net merchandise sales - constant currency results exclude the effects of foreign currency translation. Similarly, when we use the term "comparable net merchandise sales - constant currency," it means that we have translated current year comparable net merchandise sales at prior year monthly average exchange rates. Comparable net merchandise sales – constant currency results exclude the effects of foreign currency translation. Refer to “Management’s Discussion & Analysis – Net Merchandise Sales” and “Management’s Discussion & Analysis – Comparable Net Merchandise Sales” for our quantitative analysis and discussion. Reconciliations between net merchandise sales – constant currency and comparable net merchandise sales - constant currency and the most directly comparable GAAP measures are included where applicable.
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COMPARISON OF THE THREE AND NINE MONTHS ENDED MAY 31, 2026 AND 2025
The following discussion and analysis compares the results of operations for the three- and nine-month periods ended on May 31, 2026 with the three- and nine-month periods ended on May 31, 2025 and should be read in conjunction with the consolidated financial statements and the accompanying notes included elsewhere in this report. Unless otherwise noted, all tables present U.S. dollar amounts in thousands. Certain percentages presented are calculated using actual results prior to rounding.
Net Merchandise Sales
The following tables indicate the net merchandise club sales in the reportable segments in which we currently operate and the percentage growth in net merchandise sales by segment during the three and nine months ended May 31, 2026 and May 31, 2025:
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||||||||||||||
| Amount | % of Net Sales | Increase from Prior Year | Change | Amount | % of Net Sales | ||||||||||||||||||||||||||||||
| Central America | $ | 868,123 | 59.9 | % | $ | 83,348 | 10.6 | % | $ | 784,775 | 60.8 | % | |||||||||||||||||||||||
| Caribbean | 379,148 | 26.1 | 24,264 | 6.8 | 354,884 | 27.5 | |||||||||||||||||||||||||||||
| Colombia | 203,427 | 14.0 | 53,089 | 35.3 | 150,338 | 11.7 | |||||||||||||||||||||||||||||
| Net merchandise sales | $ | 1,450,698 | 100.0 | % | $ | 160,701 | 12.5 | % | $ | 1,289,997 | 100.0 | % | |||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||||||||||||||
| Amount | % of Net Sales | Increase from Prior Year | Change | Amount | % of Net Sales | ||||||||||||||||||||||||||||||
| Central America | $ | 2,561,824 | 60.0 | % | $ | 224,386 | 9.6 | % | $ | 2,337,438 | 60.7 | % | |||||||||||||||||||||||
| Caribbean | 1,128,246 | 26.4 | 59,779 | 5.6 | 1,068,467 | 27.8 | |||||||||||||||||||||||||||||
| Colombia | 580,954 | 13.6 | 138,448 | 31.3 | 442,506 | 11.5 | |||||||||||||||||||||||||||||
| Net merchandise sales | $ | 4,271,024 | 100.0 | % | $ | 422,613 | 11.0 | % | $ | 3,848,411 | 100.0 | % | |||||||||||||||||||||||
Comparison of Three and Nine Months Ended May 31, 2026 and 2025
Overall, total net merchandise sales grew by 12.5% for the third quarter of fiscal year 2026 and grew 11.0% for the nine-month period ended May 31, 2026. The third quarter increase resulted from a 7.1% increase in transactions and a 5.0% increase in average ticket. For the nine-month period, the increase resulted from a 7.6% increase in transactions and a 3.1% increase in average ticket. Transactions represent the total number of visits our Members make to our warehouse clubs resulting in a sale and the total number of PriceSmart.com curbside pickup via our Click & Go® service and delivery service transactions. Average ticket represents the amount our Members spend on each visit or PriceSmart.com order. We had 57 clubs in operation as of May 31, 2026 compared to 55 clubs as of May 31, 2025.
Net merchandise sales in our Central America segment increased 10.6% and 9.6%, respectively, during the third quarter and the nine months ended May 31, 2026. This increase had a 650 basis point (6.5%) and 580 basis point (5.8%) positive impact on total net merchandise sales growth for the third quarter and the nine months ended May 31, 2026. All markets within this segment had positive net merchandise sales growth for the third quarter and for the nine months ended May 31, 2026. We opened our ninth warehouse club in Costa Rica in April 2025, our seventh warehouse club in Guatemala in August 2025.
Net merchandise sales in our Caribbean segment increased 6.8% and 5.6%, respectively, during the third quarter and the nine months ended May 31, 2026. These increases had a 190 basis point (1.9%) and 160 basis point (1.6%) positive impact on total net merchandise sales growth for the third quarter and the nine months ended May 31, 2026. All markets within this segment, except USVI, had positive net merchandise sales growth for the third quarter and the nine months ended May 31, 2026. We opened our sixth warehouse club in the Dominican Republic in May 2026.
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Net merchandise sales in our Colombia segment increased 35.3% and 31.3%, respectively, during the third quarter and the nine months ended May 31, 2026 due to the appreciation of the Colombian peso and an increase in the number of transactions. These increases had a 410 basis point (4.1%) and 360 basis point (3.6%) positive impact on total net merchandise sales growth for the third quarter and the nine months ended May 31, 2026.
The following table indicates the impact that currency exchange rates had on our net merchandise sales in dollars and the percentage change from the three- and nine-month periods ended May 31, 2026. When we use the term "net merchandise sales - constant currency," it means that we have translated current year net merchandise sales at prior year monthly average exchange rates. Net merchandise sales - constant currency results exclude the effects of foreign currency translation. Impact of foreign currency is the effect of currency fluctuations on our net merchandise sales.
Three Months Ended May 31, 2026 | |||||||||||||||||||||||||||||||||||
| Net Merchandise Sales | Net Merchandise Sales - Constant Currency | Impact of Foreign Currency Exchange | Net Merchandise Sales Growth | Net Merchandise Sales - Constant Currency Growth | % Impact of Foreign Currency Exchange | ||||||||||||||||||||||||||||||
| Central America | $ | 868,123 | $ | 844,984 | $ | 23,139 | 10.6 | % | 7.7 | % | 2.9 | % | |||||||||||||||||||||||
| Caribbean | 379,148 | 376,907 | 2,241 | 6.8 | 6.2 | 0.6 | |||||||||||||||||||||||||||||
| Colombia | 203,427 | 178,245 | 25,182 | 35.3 | 18.6 | 16.7 | |||||||||||||||||||||||||||||
| Consolidated total | $ | 1,450,698 | $ | 1,400,136 | $ | 50,562 | 12.5 | % | 8.5 | % | 4.0 | % | |||||||||||||||||||||||
Nine Months Ended May 31, 2026 | |||||||||||||||||||||||||||||||||||
| Net Merchandise Sales | Net Merchandise Sales - Constant Currency | Impact of Foreign Currency Exchange | Net Merchandise Sales Growth | Net Merchandise Sales - Constant Currency Growth | % Impact of Foreign Currency Exchange | ||||||||||||||||||||||||||||||
| Central America | $ | 2,561,824 | $ | 2,529,620 | $ | 32,204 | 9.6 | % | 8.2 | % | 1.4 | % | |||||||||||||||||||||||
| Caribbean | 1,128,246 | 1,136,901 | (8,655) | 5.6 | 6.4 | (0.8) | |||||||||||||||||||||||||||||
| Colombia | 580,954 | 512,406 | 68,548 | 31.3 | 15.8 | 15.5 | |||||||||||||||||||||||||||||
| Consolidated total | $ | 4,271,024 | $ | 4,178,927 | $ | 92,097 | 11.0 | % | 8.6 | % | 2.4 | % | |||||||||||||||||||||||
Overall, the effects of currency fluctuations within our markets had approximately $50.6 million and $92.1 million, or 400 basis points (4.0%) and 240 basis points (2.4%), of positive impact on net merchandise sales for the quarter and the nine months ended May 31, 2026, respectively.
Currency fluctuations had a $23.1 million and $32.2 million, or 290 basis points (2.9%) and 140 basis points (1.4%), of positive impact on net merchandise sales in our Central America segment for the quarter and the nine months ended May 31, 2026, respectively. These currency fluctuations contributed approximately 180 basis points (1.8%) and 80 basis points (0.8%) of positive impact on net merchandise sales for the third quarter and nine months ended May 31, 2026, respectively. The Costa Rican colón appreciated against the dollar as compared to the same three- and nine-month periods a year ago and was a significant factor in the contribution to the favorable currency fluctuations in this segment.
Currency fluctuations had a $2.2 million positive impact and a $8.7 million negative impact, or 60 basis points (0.6%) of positive impact and 80 basis points (0.8%) of negative impact on net merchandise sales in our Caribbean segment for the third quarter and nine months ended May 31, 2026, respectively. These currency fluctuations contributed approximately 20 basis points (0.2%) of positive impact and 20 basis points (0.2%) of negative impact on total net merchandise sales growth for the third quarter and nine months ended May 31, 2026, respectively. The positive impact for the quarter was primarily driven by the appreciation of the Dominican peso compared to the same three-month period a year ago, while the negative impact for the nine-month period was driven primarily by the devaluation of the Dominican peso compared to the same nine-month period a year ago.
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Currency fluctuations had $25.2 million and $68.5 million, or 1,670 basis points (16.7%) and 1,550 basis points (15.5%), of positive impact on net merchandise sales in our Colombia segment for the quarter and the nine months ended May 31, 2026, respectively. These currency fluctuations contributed approximately 200 basis points (2.0%) and 180 basis points (1.8%) of positive impact on total net merchandise sales growth for the quarter and the nine months ended May 31, 2026, respectively. The Colombian peso appreciated significantly against the dollar as compared to the same three- and nine-month periods a year ago.
Comparable Merchandise Sales
We report comparable net merchandise sales on a “same week” basis with 13 weeks in each quarter beginning on a Monday and ending on a Sunday. The periods are established at the beginning of the fiscal year to provide as close a match as possible to the calendar month and quarter that is used for financial reporting purposes. This approach equalizes the number of weekend days and weekdays in each period for improved sales comparison, as we experience higher merchandise club sales on the weekends. Further, each of the warehouse clubs used in the calculations was open for at least 13 ½ calendar months before its results for the current period were compared with its results for the prior period. As a result, sales related to two of our clubs opened during fiscal year 2025 and one of our clubs opened during fiscal year 2026 will not be used in the calculation of comparable sales until they have been open for at least 13 ½ months. Therefore, comparable net merchandise sales includes 54 warehouse clubs for the thirteen- and thirty-nine-week periods ended May 31, 2026.
The following tables indicate the comparable net merchandise sales in the reportable segments in which we currently operate and the percentage changes in net merchandise sales by segment during the thirteen- and thirty-nine-week periods ended May 31, 2026 and June 1, 2025 compared to the prior year:
Thirteen Weeks Ended | ||||||||||||||
| May 31, 2026 | June 1, 2025 | |||||||||||||
| % Increase in Comparable Net Merchandise Sales | % Increase in Comparable Net Merchandise Sales | |||||||||||||
| Central America | 7.9 | % | 5.7 | % | ||||||||||
| Caribbean | 6.2 | 8.6 | ||||||||||||
| Colombia | 35.7 | 9.9 | ||||||||||||
| Consolidated comparable net merchandise sales | 10.7 | % | 7.0 | % | ||||||||||
Thirty-Nine Weeks Ended | ||||||||||||||
| May 31, 2026 | June 1, 2025 | |||||||||||||
| % Increase in Comparable Net Merchandise Sales | % Increase in Comparable Net Merchandise Sales | |||||||||||||
| Central America | 6.0 | % | 5.5 | % | ||||||||||
| Caribbean | 5.3 | 7.4 | ||||||||||||
| Colombia | 31.7 | 9.5 | ||||||||||||
| Consolidated comparable net merchandise sales | 8.8 | % | 6.5 | % | ||||||||||
Comparison of Thirteen and Thirty-Nine Weeks Ended May 31, 2026 and June 1, 2025
Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the thirteen-week period ended May 31, 2026 increased 10.7%. Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the thirty-nine-week period ended May 31, 2026 increased 8.8%.
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Comparable net merchandise sales in our Central America segment increased 7.9% and 6.0% for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively. The positive comparable net merchandise sales growth for our Central America segment contributed approximately 480 basis points (4.8%) and 360 basis points (3.6%) of positive impact on total comparable merchandise sales for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively.
Comparable net merchandise sales in our Caribbean segment increased 6.2% and 5.3% for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively. These increases contributed approximately 170 basis points (1.7%) and 150 basis points (1.5%) of positive impact on total comparable merchandise sales for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively.
Comparable net merchandise sales in our Colombia segment increased 35.7% and 31.7% for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively. This increase contributed approximately 420 basis points (4.2%) and 370 basis points (3.7%) of positive impact on total comparable merchandise sales for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively.
When we use the term "comparable net merchandise sales - constant currency," it means that we have translated current year comparable net merchandise sales at prior year monthly average exchange rates. Comparable net merchandise sales - constant currency results exclude the effects of foreign currency translation. The following tables illustrate the comparable net merchandise sales - constant currency percentage growth and the impact that changes in foreign currency exchange rates had on our comparable merchandise sales percentage growth for the thirteen- and thirty-nine-week periods ended May 31, 2026:
Thirteen Weeks Ended May 31, 2026 | ||||||||||||||||||||
| Comparable Net Merchandise Sales Growth | Comparable Net Merchandise Sales - Constant Currency Growth | % Impact of Foreign Currency Exchange | ||||||||||||||||||
| Central America | 7.9 | % | 5.2 | % | 2.7 | % | ||||||||||||||
| Caribbean | 6.2 | 5.6 | 0.6 | |||||||||||||||||
| Colombia | 35.7 | 18.9 | 16.8 | |||||||||||||||||
| Consolidated comparable net merchandise sales | 10.7 | % | 6.9 | % | 3.8 | % | ||||||||||||||
Thirty-Nine Weeks Ended May 31, 2026 | ||||||||||||||||||||
| Comparable Net Merchandise Sales Growth | Comparable Net Merchandise Sales - Constant Currency Growth | % Impact of Foreign Currency Exchange | ||||||||||||||||||
| Central America | 6.0 | % | 4.7 | % | 1.3 | % | ||||||||||||||
| Caribbean | 5.3 | 6.1 | (0.8) | |||||||||||||||||
| Colombia | 31.7 | 16.1 | 15.6 | |||||||||||||||||
| Consolidated comparable net merchandise sales | 8.8 | % | 6.4 | % | 2.4 | % | ||||||||||||||
Overall, the mix of currency fluctuations within our markets had 380 basis points (3.8%) and 240 basis points (2.4%) of positive impact on comparable net merchandise sales for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively.
Currency fluctuations within our Central America segment accounted for approximately 160 basis points (1.6%) and 80 basis points (0.8%) of positive impact on total comparable merchandise sales for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively. Our Costa Rica market was the main contributor to the positive impact as the market experienced currency appreciation when compared to the same period last year. This was partially offset by devaluation of currency in our Honduras market when compared to the same period last year.
49
Currency fluctuations within our Caribbean segment accounted for approximately 20 basis points (0.2%) of positive impact and 20 basis points (0.2%) of negative impact on total comparable merchandise sales for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively. Our Dominican Republic market was the main contributor as this market experienced currency appreciation for the thirteen-week period ended May 31, 2026 and currency devaluation for the thirty-nine-week period ended May 31, 2026 when compared to the same periods last year.
Currency fluctuations within our Colombia segment accounted for approximately 200 basis points (2.0%) and 180 basis points (1.8%) of positive impact on total comparable merchandise sales for the thirteen- and thirty-nine-week periods ended May 31, 2026, respectively. This reflects the appreciation of the Colombian peso's foreign currency exchange rate when compared to the same period last year.
Membership Income
Membership income is recognized ratably over the one-year life of the membership.
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Amount | % of Total Operating Income | Increase from Prior Year | % Change | Membership Income % to Net Merchandise Sales | Amount | % of Total Operating Income | |||||||||||||||||||||||||||||||||||
| Membership income - Central America | $ | 14,541 | $ | 1,794 | 14.1 | % | 1.7 | % | $ | 12,747 | |||||||||||||||||||||||||||||||
| Membership income - Caribbean | 6,568 | 751 | 12.9 | 1.7 | 5,817 | ||||||||||||||||||||||||||||||||||||
| Membership income - Colombia | 4,600 | 1,307 | 39.7 | 2.3 | 3,293 | ||||||||||||||||||||||||||||||||||||
| Membership income - Total | $ | 25,709 | 39.2 | % | $ | 3,852 | 17.6 | % | 1.8 | % | $ | 21,857 | 38.9 | % | |||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Amount | % of Total Operating Income | Increase from Prior Year | % Change | Membership Income % to Net Merchandise Sales | Amount | % of Total Operating Income | |||||||||||||||||||||||||||||||||||
| Membership income - Central America | $ | 41,962 | $ | 5,246 | 14.3 | % | 1.6 | % | $ | 36,716 | |||||||||||||||||||||||||||||||
| Membership income - Caribbean | 18,773 | 1,871 | 11.1 | 1.7 | 16,902 | ||||||||||||||||||||||||||||||||||||
| Membership income - Colombia | 12,853 | 3,500 | 37.4 | 2.2 | 9,353 | ||||||||||||||||||||||||||||||||||||
| Membership income - Total | $ | 73,588 | 36.1 | % | $ | 10,617 | 16.9 | % | 1.7 | % | $ | 62,971 | 35.0 | % | |||||||||||||||||||||||||||
| Number of accounts - Central America | 1,186,396 | 92,858 | 8.5 | % | 1,093,538 | ||||||||||||||||||||||||||||||||||||
| Number of accounts - Caribbean | 533,708 | 33,924 | 6.8 | 499,784 | |||||||||||||||||||||||||||||||||||||
| Number of accounts - Colombia | 416,239 | 43,194 | 11.6 | 373,045 | |||||||||||||||||||||||||||||||||||||
| Number of accounts - Total | 2,136,343 | 169,976 | 8.6 | % | 1,966,367 | ||||||||||||||||||||||||||||||||||||
50
Comparison of Three and Nine Months Ended May 31, 2026 and May 31, 2025
The number of Member accounts as of May 31, 2026 was 8.6% higher than the number of accounts as of May 31, 2025. Membership income increased 17.6% and 16.9% over the three- and nine-month periods ended May 31, 2026, respectively, compared to the same prior year periods.
Membership income, which is recognized ratably over the 12-month term of the membership, increased in all of our segments in the three- and nine-month periods ended May 31, 2026. The consolidated increase in membership income is primarily due to an increase in the Platinum Membership base in all of our segments over the prior year as well as growth in total membership accounts. Additionally, in our Central America segment, membership income increased compared to the third quarter and the first nine months of fiscal year 2025, due to the opening of two new clubs. The Company opened its ninth warehouse club in Costa Rica in Cartago in April 2025 and its seventh warehouse club in Guatemala in Quetzaltenango in August 2025. In our Colombia segment, membership income increased compared to the third quarter and the first nine months of fiscal year 2025 due to the appreciation of the Colombian peso.
We offer the Platinum Membership program in all locations where PriceSmart operates. The annual fee for a Platinum Membership in most markets is approximately $80, depending on the market in which the Member lives. The Platinum Membership program provides Members with a 2% rebate on most items, up to an annual maximum of $500. We record the 2% rebate as a reduction of net merchandise sales at the time of the sales transaction. Platinum Membership accounts are 21.3% of our total membership base as of May 31, 2026, an increase from 16.1% as of May 31, 2025. Platinum Members tend to have higher renewal rates than our Diamond Members. During the first and third quarters of fiscal year 2026 and throughout fiscal year 2025, we ran platinum promotional campaigns, resulting in an increase in the total number of Platinum Members.
Our trailing twelve-month renewal rate was 90.5%, an all-time high for the Company, and 88.0% for the periods ended May 31, 2026 and May 31, 2025, respectively. This compares to a trailing twelve-month renewal rate of 88.8% for the twelve-month period ended August 31, 2025.
Other Revenue
Other revenue consists of miscellaneous income, which comes primarily from our interest-generating portfolio from our co-branded credit cards and advertising income for our seasonal catalog, and rental income from operating leases where the Company is the lessor.
| Three Months Ended | |||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||
| Amount | Increase from Prior Year | % Change | Amount | ||||||||||||||||||||
| Miscellaneous income | $ | 3,813 | $ | 64 | 1.7 | % | $ | 3,749 | |||||||||||||||
| Rental income | 936 | 240 | 34.5 | 696 | |||||||||||||||||||
| Other revenue | $ | 4,749 | $ | 304 | 6.8 | % | $ | 4,445 | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||
| Amount | Increase from Prior Year | % Change | Amount | ||||||||||||||||||||
| Miscellaneous income | $ | 11,487 | $ | 343 | 3.1 | % | $ | 11,144 | |||||||||||||||
| Rental income | 2,828 | 830 | 41.5 | 1,998 | |||||||||||||||||||
| Other revenue | $ | 14,315 | $ | 1,173 | 8.9 | % | $ | 13,142 | |||||||||||||||
Comparison of Three and Nine Months Ended May 31, 2026 and May 31, 2025
The primary driver for the increase in other revenue for the three- and nine-month periods ended May 31, 2026 was an increase in rental income primarily driven by incremental rental income generated from third-party tenants at our corporate headquarters property acquired in San Diego in the prior year.
51
Results of Operations
| Three Months Ended | |||||||||||||||||
| Results of Operations Consolidated | May 31, 2026 | May 31, 2025 | Increase | ||||||||||||||
(Amounts in thousands, except percentages and number of warehouse clubs) | |||||||||||||||||
| Net merchandise sales | |||||||||||||||||
| Net merchandise sales | $ | 1,450,698 | $ | 1,289,997 | $ | 160,701 | |||||||||||
| Total gross margin | $ | 231,714 | $ | 203,317 | $ | 28,397 | |||||||||||
| Total gross margin percentage | 16.0% | 15.8% | 0.2% | ||||||||||||||
| Revenues | |||||||||||||||||
| Total revenues | $ | 1,481,793 | $ | 1,317,289 | $ | 164,504 | |||||||||||
| Percentage change from prior period | 12.5% | ||||||||||||||||
| Comparable net merchandise sales | |||||||||||||||||
| Total comparable net merchandise sales increase | 10.7% | 7.0% | 3.7% | ||||||||||||||
| Total revenue margin | |||||||||||||||||
| Total revenue margin | $ | 262,219 | $ | 229,652 | $ | 32,567 | |||||||||||
| Total revenue margin percentage | 17.7% | 17.4% | 0.3% | ||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Selling, general and administrative | $ | 196,578 | $ | 173,422 | $ | 23,156 | |||||||||||
| Selling, general and administrative percentage of total revenues | 13.3% | 13.2% | 0.1 | % | |||||||||||||
| Operational data | |||||||||||||||||
Adjusted EBITDA(1) | $ | 90,419 | $ | 78,996 | $ | 11,423 | |||||||||||
(1) See “Item 2. Management’s Discussion & Analysis – Non - GAAP Financial Measures” for the definition of Adjusted EBITDA and a reconciliation to GAAP net income as reported.
| Three Months Ended | |||||||||||||||||||||||
| Results of Operations Consolidated | May 31, 2026 | % of Total Revenue | May 31, 2025 | % of Total Revenue | |||||||||||||||||||
Operating income by segment | |||||||||||||||||||||||
| Central America | $ | 62,587 | 4.2 | % | $ | 53,696 | 4.1 | % | |||||||||||||||
| Caribbean | 24,446 | 1.6 | 21,353 | 1.6 | |||||||||||||||||||
| Colombia | 6,869 | 0.5 | 7,452 | 0.6 | |||||||||||||||||||
| United States | (3,670) | (0.2) | (5,341) | (0.4) | |||||||||||||||||||
Reconciling Items (1) | (24,591) | (1.7) | (20,930) | (1.6) | |||||||||||||||||||
| Operating income - Total | $ | 65,641 | 4.4 | % | $ | 56,230 | 4.3 | % | |||||||||||||||
(1)The reconciling items reflect the amount eliminated upon consolidation of intersegment transactions.
52
| Nine Months Ended | |||||||||||||||||
| Results of Operations Consolidated | May 31, 2026 | May 31, 2025 | Increase | ||||||||||||||
(Amounts in thousands, except percentages and number of warehouse clubs) | |||||||||||||||||
| Net merchandise sales | |||||||||||||||||
| Net merchandise sales | $ | 4,271,024 | $ | 3,848,411 | $ | 422,613 | |||||||||||
| Total gross margin | $ | 683,730 | $ | 605,519 | $ | 78,211 | |||||||||||
| Total gross margin percentage | 16.0% | 15.7% | 0.3% | ||||||||||||||
| Revenues | |||||||||||||||||
| Total revenues | $ | 4,360,050 | $ | 3,939,119 | $ | 420,931 | |||||||||||
| Percentage change from prior period | 10.7% | ||||||||||||||||
| Comparable net merchandise sales | |||||||||||||||||
| Total comparable net merchandise sales increase | 8.8% | 6.5% | 2.3% | ||||||||||||||
| Total revenue margin | |||||||||||||||||
| Total revenue margin | $ | 771,677 | $ | 682,457 | $ | 89,220 | |||||||||||
| Total revenue margin percentage | 17.7% | 17.3% | 0.4% | ||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Selling, general and administrative | $ | 567,689 | $ | 502,697 | $ | 64,992 | |||||||||||
| Selling, general and administrative percentage of total revenues | 13.0% | 12.8% | 0.2 | % | |||||||||||||
| Operational data | |||||||||||||||||
Adjusted EBITDA(1) | $ | 277,015 | $ | 245,133 | $ | 31,882 | |||||||||||
| Warehouse clubs at period end | 57 | 55 | 2 | ||||||||||||||
| Warehouse club sales floor square feet at period end | 2,774 | 2,687 | 87 | ||||||||||||||
(1) See “Item 2. Management’s Discussion & Analysis – Non - GAAP Financial Measures” for the definition of Adjusted EBITDA and a reconciliation to GAAP net income as reported.
| Nine Months Ended | |||||||||||||||||||||||
| Results of Operations Consolidated | May 31, 2026 | % of Total Revenue | May 31, 2025 | % of Total Revenue | |||||||||||||||||||
Operating income by segment | |||||||||||||||||||||||
| Central America | $ | 178,147 | 4.1 | % | $ | 162,965 | 4.2 | % | |||||||||||||||
| Caribbean | 70,208 | 1.6 | 68,306 | 1.7 | |||||||||||||||||||
| Colombia | 25,570 | 0.6 | 19,156 | 0.5 | |||||||||||||||||||
| United States | 1,016 | — | (8,328) | (0.2) | |||||||||||||||||||
Reconciling Items (1) | (70,953) | (1.6) | (62,339) | (1.6) | |||||||||||||||||||
| Operating income - Total | $ | 203,988 | 4.7 | % | $ | 179,760 | 4.6 | % | |||||||||||||||
(1)The reconciling items reflect the amount eliminated upon consolidation of intersegment transactions.
53
The following table summarizes the selling, general and administrative expense for the periods disclosed:
Three Months Ended | |||||||||||||||||||||||
| May 31, 2026 | % of Total Revenue | May 31, 2025 | % of Total Revenue | ||||||||||||||||||||
| Warehouse club and other operations | $ | 144,302 | 9.7 | % | $ | 125,745 | 9.6 | % | |||||||||||||||
| General and administrative | 51,405 | 3.5 | 47,070 | 3.6 | |||||||||||||||||||
| Pre-opening expenses | 579 | 0.1 | 302 | — | |||||||||||||||||||
| Loss on disposal of assets | 292 | — | 305 | — | |||||||||||||||||||
| Total Selling, general and administrative | $ | 196,578 | 13.3 | % | $ | 173,422 | 13.2 | % | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| May 31, 2026 | % of Total Revenue | May 31, 2025 | % of Total Revenue | ||||||||||||||||||||
| Warehouse club and other operations | $ | 415,581 | 9.5 | % | $ | 367,832 | 9.4 | % | |||||||||||||||
| General and administrative | 150,455 | 3.5 | 132,669 | 3.4 | |||||||||||||||||||
| Pre-opening expenses | 626 | — | 617 | — | |||||||||||||||||||
| Loss on disposal of assets | 1,027 | — | 1,579 | — | |||||||||||||||||||
| Total Selling, general and administrative | $ | 567,689 | 13.0 | % | $ | 502,697 | 12.8 | % | |||||||||||||||
Comparison of Three and Nine Months Ended May 31, 2026 and May 31, 2025
Total gross margin is derived from our Revenue – Net merchandise sales less our Cost of goods sold – Net merchandise sales and represents our sales and cost of sales generated from the business activities of our warehouse clubs. We express our Total gross margin percentage as a percentage of our Net merchandise sales.
On a consolidated basis, total gross margin as a percent of Net merchandise sales for the three and nine months ended May 31, 2026 was 16.0%, 20 basis points (0.2%) and 30 basis points (0.3%) higher than the comparable prior year periods, respectively. The increases in total gross margin for the third quarter and first nine months of fiscal year 2026 are primarily due to improved margins in our non-foods category.
Total revenue margin is derived from Total revenues, which includes our Net merchandise sales, Membership income, Export sales, and Other revenue and income less our Cost of goods sold for net merchandise sales and Export sales. We express our Total revenue margin as a percentage of Total revenues.
Total revenue margin as a percent of Total revenues for each of the three and nine months ended May 31, 2026 was 17.7%, 30 basis points (0.3%) and 40 basis points (0.4%) higher than the comparable prior year periods, respectively. The three- and nine-month increase is primarily due to increases in our warehouse sales margins as well as increases in our membership income.
Selling, general, and administrative expenses consist of warehouse club and other operations, general and administrative expenses, pre-opening expenses, and loss on disposal of assets. Selling, general and administrative expenses increased $23.2 million for the third quarter of fiscal year 2026 compared to the same prior-year period, and increased as a percentage of total revenues by 10 basis points (0.1%) to 13.3% of total revenues for the third quarter of fiscal year 2026 compared to 13.2% of total revenues for the third quarter of fiscal year 2025.
Selling, general and administrative expenses increased $65.0 million for the first nine months of fiscal year 2026 compared to the same prior-year period, and increased as a percentage of total revenues by 20 basis points (0.2%) to 13.0% of total revenues for the first nine months of fiscal year 2026 compared to 12.8% of total revenues for the first nine months of fiscal year 2025.
54
Warehouse club and other operations expenses increased to 9.7% and 9.5% of total revenues for the third quarter and first nine months of fiscal year 2026 compared to 9.6% and 9.4% for the third quarter and first nine months of fiscal year 2025, respectively. The increases for the third quarter and first nine months of fiscal year 2026 compared with the same periods in the prior year are primarily due to the impact of expenses related to our expansion into the Chilean market.
General and administrative expenses decreased to 3.5% of total revenues for the third quarter of fiscal year 2026 compared to 3.6% of total revenues for the third quarter of fiscal year 2025 and increased to 3.5% of total revenues for the first nine months of fiscal year 2026 compared to 3.4% of total revenues for the first nine months of fiscal year 2025. The decrease for the third quarter of fiscal year 2026 compared with the same period in the prior year is primarily due to one-time expenses we incurred in the third quarter of fiscal year 2025 related to the relocation of the San Diego corporate headquarters. The increase for the nine-month period of fiscal year 2026 compared with the same period in the prior year is primarily due to investments in technology and compensation of our Chief Executive Officer. During his tenure as our Interim Chief Executive Officer from February 2023 to August 2025, Robert Price declined any compensation for his services. Our expense related to investments in technology is expected to increase in subsequent periods as the Company begins to execute on its planned initiatives.
Operating income increased to $65.6 million (4.4% of total revenues) and $204.0 million (4.7% of total revenues) in the third quarter and first nine months of fiscal year 2026, compared to $56.2 million (4.3% of total revenues) and $179.8 million (4.6% of total revenues) for the third quarter and first nine months of fiscal year 2025, respectively.
Interest Income
Interest income represents the earnings generated from interest-bearing assets held by PriceSmart, Inc. and our wholly owned foreign subsidiaries. These assets include investments in fixed income securities and deposits held with financial institutions. The interest income is derived from the interest payments received on these assets, which serve to enhance our overall financial returns.
| Three Months Ended | |||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||
| Amount | Change | Amount | |||||||||||||||
| Interest income | $ | 3,259 | $ | 773 | $ | 2,486 | |||||||||||
| Nine Months Ended | |||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||
| Amount | Change | Amount | |||||||||||||||
| Interest income | $ | 9,840 | $ | 2,399 | $ | 7,441 | |||||||||||
Comparison of Three and Nine Months Ended May 31, 2026 and May 31, 2025
Net interest income increased for the three and nine months ended May 31, 2026, primarily due to an increase in amounts on deposit when compared to the prior year.
55
Interest Expense
| Three Months Ended | |||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||
| Amount | Change | Amount | |||||||||||||||
| Interest expense on loans | $ | 3,160 | $ | 927 | $ | 2,233 | |||||||||||
| Interest expense related to hedging activity | 1,260 | 370 | 890 | ||||||||||||||
| Interest expense on finance lease | 351 | 351 | — | ||||||||||||||
| Less: Capitalized interest | (921) | (560) | (361) | ||||||||||||||
Interest expense | $ | 3,850 | $ | 1,088 | $ | 2,762 | |||||||||||
| Nine Months Ended | |||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||
| Amount | Change | Amount | |||||||||||||||
| Interest expense on loans | $ | 10,019 | $ | 3,102 | $ | 6,917 | |||||||||||
| Interest expense related to hedging activity | 3,520 | 1,405 | 2,115 | ||||||||||||||
| Interest expense on finance lease | 535 | 535 | — | ||||||||||||||
| Less: Capitalized interest | (1,845) | (808) | (1,037) | ||||||||||||||
Interest expense | $ | 12,229 | $ | 4,234 | $ | 7,995 | |||||||||||
Comparison of Three and Nine Months Ended May 31, 2026 and May 31, 2025
Interest expense reflects borrowings and finance leases entered into by PriceSmart, Inc. and our wholly owned foreign subsidiaries to finance new land acquisition and construction for new warehouse clubs and distribution centers, warehouse club expansions, the capital requirements of warehouse club and other operations, foreign currency transactions, and ongoing working capital requirements.
Interest expense increased for the three- and nine-month periods ended May 31, 2026, primarily due to an increase in outstanding debt when compared to the prior year period. The increase in outstanding debt was primarily in our Trinidad subsidiary in which we entered into financing transactions to provide additional U.S. dollar liquidity in the fourth quarter of fiscal year 2025 and in the third quarter of fiscal year 2026.
Other Expense, Net
Other expense, net consists of currency gains or losses, as well as net benefit costs related to our defined benefit plans and other items considered to be non-operating in nature.
| Three Months Ended | |||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||
| Amount | Change | % Change | Amount | ||||||||||||||||||||
| Other expense, net | $ | 9,913 | $ | 3,025 | 43.9 | % | $ | 6,888 | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||
| Amount | Change | % Change | Amount | ||||||||||||||||||||
| Other expense, net | $ | 24,079 | $ | 5,029 | 26.4 | % | $ | 19,050 | |||||||||||||||
56
Monetary assets and liabilities denominated in currencies other than the functional currency of the respective entity (primarily U.S. dollars) are revalued to the functional currency using the exchange rate on the balance sheet date. These foreign exchange transaction gains/(losses) are recorded as currency gains or losses. Additionally, gains or losses from transactions denominated in currencies other than the functional currency of the respective entity also generate currency gains or losses.
For the three months ended May 31, 2026, the primary driver of Other expense, net was $8.5 million of transaction costs associated with converting local currencies into available tradable currencies before converting them to U.S. dollars in some of our countries with foreign exchange liquidity issues compared to $4.8 million of transaction costs for the three months ended May 31, 2025. This was partially offset by $1.3 million of losses due to revaluation of monetary assets and liabilities (primarily U.S. dollars) compared to $2.0 million of losses for the three months ended May 31, 2025.
For the nine months ended May 31, 2026, the primary driver of Other expense, net was $9.2 million of losses due to revaluation of monetary assets and liabilities (primarily U.S. dollars) compared to $5.4 million of losses for the nine months ended May 31, 2025. The primary driver of the increase is due to the appreciation of the local currency against the U.S. dollar of our Costa Rica subsidiary. During the nine months ended May 31, 2026, our markets contributed $15.1 million of transaction costs associated with converting the local currencies into available tradable currencies before converting them to U.S. dollars in some of our countries with foreign exchange liquidity issues compared to $13.2 million of such transaction costs for the nine months ended May 31, 2025.
Provision for Income Taxes
| Three Months Ended | |||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||
| Amount | Change | Amount | |||||||||||||||
| Provision for income taxes | $ | 15,446 | $ | 1,529 | $ | 13,917 | |||||||||||
| Effective tax rate | 28.0% | 28.4% | |||||||||||||||
| Nine Months Ended | |||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||
| Amount | Change | Amount | |||||||||||||||
| Provision for income taxes | $ | 48,572 | $ | 4,775 | $ | 43,797 | |||||||||||
| Effective tax rate | 27.4% | 27.3% | |||||||||||||||
Comparison of Three and Nine Months Ended May 31, 2026 and May 31, 2025
The Company's effective tax rate decreased slightly to 28.0% for the three months ended May 31, 2026 compared to 28.4% for the prior-year period and increased slightly to 27.4% for the nine months ended May 31, 2026 compared to 27.3% for the prior-year period.
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Other Comprehensive Income
| Three Months Ended | |||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||
| Amount | Change | % Change | Amount | ||||||||||||||||||||
| Other Comprehensive Income | $ | 14,229 | $ | 12,459 | 703.9 | % | $ | 1,770 | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| May 31, 2026 | May 31, 2025 | ||||||||||||||||||||||
| Amount | Change | % Change | Amount | ||||||||||||||||||||
| Other Comprehensive Income | $ | 52,172 | $ | 46,452 | 812.1 | % | $ | 5,720 | |||||||||||||||
Comparison of Three and Nine Months Ended May 31, 2026 and May 31, 2025
Other comprehensive income for the third quarter of fiscal year 2026 resulted primarily from foreign currency translation adjustments related to assets and liabilities and the translation of the statements of income related to revenue, costs and expenses of our subsidiaries whose functional currency is not the U.S. dollar. During the third quarter and first nine months of fiscal year 2026, the largest translation adjustments were related to the appreciation of the local currency against the U.S. dollar of our Costa Rica, Colombia and Dominican Republic subsidiaries. Devaluation of local currency in the future could have a similarly negative effect on other comprehensive income (loss).
LIQUIDITY AND CAPITAL RESOURCES
Financial Position and Cash Flow
Our operations have historically supplied us with a significant source of liquidity. We generate cash from operations primarily through net merchandise sales and membership fees. We use cash in operations for payments to our merchandise vendors, warehouse club and distribution center operating costs (including payroll, employee benefits and utilities), as well as payments for income taxes. Our cash flows provided by operating activities, supplemented with our long-term debt and short-term borrowings, have generally been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. We also have returned cash to stockholders through a regular semiannual dividend, a one-time special dividend in the third quarter of fiscal year 2024, and by repurchasing shares of our common stock pursuant to the stock repurchase program that completed in the first quarter of fiscal year 2024. We evaluate our funding requirements on a regular basis to cover any shortfall in our ability to generate sufficient cash from operations to meet our capital requirements. We may consider funding alternatives to provide additional liquidity if necessary. Refer to “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 7 - Debt” for additional information regarding our available short-term facilities, short-term and long-term borrowings, and any repayments.
Repatriation of cash and cash equivalents held by foreign subsidiaries may require us to accrue and pay taxes for certain jurisdictions. If we decide to repatriate cash through the payment of a cash dividend by our foreign subsidiaries to our domestic operations, we will accrue taxes if and when appropriate.
The following table summarizes the cash and cash equivalents, including restricted cash, held by our foreign subsidiaries and domestically (in thousands):
| May 31, 2026 | August 31, 2025 | ||||||||||
| Amounts held by foreign subsidiaries | $ | 199,680 | $ | 222,770 | |||||||
| Amounts held domestically | 54,942 | 62,521 | |||||||||
| Total cash and cash equivalents, including restricted cash | $ | 254,622 | $ | 285,291 | |||||||
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The following table summarizes the short-term investments held by our foreign subsidiaries and domestically (in thousands):
| May 31, 2026 | August 31, 2025 | ||||||||||
| Amounts held by foreign subsidiaries | $ | 113,748 | $ | 73,186 | |||||||
| Amounts held domestically | — | — | |||||||||
| Total short-term investments | $ | 113,748 | $ | 73,186 | |||||||
As of May 31, 2026, certificates of deposit with a maturity of over one year held by our foreign subsidiaries were $11.9 million and recorded within Other non-current assets on the consolidated balance sheets. As of August 31, 2025, there were no certificates of deposit with a maturity of over one year held by our foreign subsidiaries or domestically. We regularly evaluate our cash balances and invest amounts in excess of anticipated working capital requirements in short‑term investments.
From time to time, we have experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity). This impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products or otherwise fund our operations. For instance, since fiscal year 2017, we have experienced this situation in Trinidad and have been unable to source a sufficient level of tradable currencies. We are working with our banks in Trinidad and government officials to convert all of our Trinidad dollars into tradable currencies. Our balance as of May 31, 2026 of Trinidad dollar-denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $44.1 million. While we currently expect to convert increased amounts of Trinidad dollars going forward, the timing and availability of U.S. dollars remains uncertain, and we may incur significant premium costs to complete such conversions. While we are currently able to source substantially all the U.S. dollars that we need in Honduras, we faced similar U.S. dollar liquidity challenges in Honduras during fiscal year 2023 through much of fiscal year 2025, and the Central bank still has strict controls there on the availability of U.S. dollars. Refer to “Management’s Discussion & Analysis – Factors Affecting Our Business” and "Quantitative and Qualitative Disclosures about Market Risk" for quantitative analysis and discussion.
Our cash flows are summarized as follows (in thousands):
| Nine Months Ended | |||||||||||||||||
| May 31, 2026 | May 31, 2025 | Change | |||||||||||||||
| Net cash provided by operating activities | $ | 192,210 | $ | 179,160 | $ | 13,050 | |||||||||||
| Net cash used in investing activities | (189,054) | (95,788) | (93,266) | ||||||||||||||
| Net cash used in financing activities | (46,751) | (41,888) | (4,863) | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | 12,926 | 5,324 | 7,602 | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted stock | $ | (30,669) | $ | 46,808 | $ | (77,477) | |||||||||||
Net cash provided by operating activities totaled $192.2 million and $179.2 million for the nine months ended May 31, 2026 and May 31, 2025, respectively. For the nine months ended May 31, 2026, net cash provided by operating activities increased primarily due to a $17.5 million increase in net income without non-cash items and a $4.6 million net positive change in our various operating assets and liabilities, partially offset by shifts in working capital due to higher overall inventory balances which contributed $9.0 million of cash used in operating activities.
Net cash used in investing activities totaled $189.1 million and $95.8 million for the nine months ended May 31, 2026 and May 31, 2025, respectively. The $93.3 million increase in net cash used in investing activities is primarily due to a net increase in purchases less proceeds of short-term investments of $46.2 million, a $42.5 million increase in property and equipment expenditures to support growth of our real estate footprint due to timing in our expansion program compared to the same nine-month period a year ago, and an $11.9 million increase in purchases of long-term investments. This was partially offset by a $6.2 million increase in proceeds from disposals of property and equipment, primarily due to the sale of our produce distribution center in Guatemala, and $1.1 million of cash received due to proceeds from the dissolution of our joint venture.
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Net cash used in financing activities totaled $46.8 million and $41.9 million for the nine months ended May 31, 2026 and May 31, 2025, respectively. The $4.9 million increase in net cash used in financing activities is primarily the result of an increase in repayments of short-term bank borrowings, net of proceeds, of $19.8 million, a $3.1 million increase in purchases of treasury stock upon vesting of restricted stock awards to cover employees' tax withholding obligations, and a $2.3 million increase in cash dividend payments compared to the same period a year ago. This was partially offset by an increase in proceeds of long-term bank borrowings, net of repayments, of $20.3 million. During the third quarter of fiscal year 2026, we entered into long-term loan agreements in our Trinidad subsidiary.
The following table summarizes the dividends declared and paid during fiscal years 2026 and 2025 (amounts are per share):
| First Payment | Second Payment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Declared | Amount | Record Date | Date Paid | Date Payable | Amount | Record Date | Date Paid | Date Payable | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| 2/6/2025 | $ | 1.26 | 2/18/2025 | 2/28/2025 | N/A | $ | 0.63 | 8/15/2025 | 8/29/2025 | N/A | $ | 0.63 | ||||||||||||||||||||||||||||||||||||||||||||
| 2/5/2026 | $ | 1.40 | 2/17/2026 | 2/27/2026 | N/A | $ | 0.70 | 8/17/2026 | N/A | 8/31/2026 | $ | 0.70 | ||||||||||||||||||||||||||||||||||||||||||||
On February 5, 2026, the Company’s Board of Directors declared an annual cash dividend in the total amount of $1.40 per share, with $0.70 per share paid on February 27, 2026 to stockholders of record as of February 17, 2026 and $0.70 per share payable on August 31, 2026 to stockholders of record as of August 17, 2026. The declaration of future dividends (ongoing or otherwise), if any, the amount of such dividends, and the establishment of record and payment dates is subject to final determination by the Board of Directors at its discretion after its review of the Company’s financial performance and anticipated capital requirements, taking into account the uncertain macroeconomic conditions on our results of operations and cash flows.
Capital Expenditures
Capital expenditures were $144.1 million for the nine months ended May 31, 2026, of which $50.4 million and $93.7 million were for maintenance and growth expenditures, respectively. Maintenance expenditures are typically for operational fixtures and equipment, building refurbishment, solar, technology and other expenses. Growth expenditures are for new clubs, purchases of previously leased clubs, investments to move existing clubs to better locations, supply chain improvements, and major remodels and expansions.
Short-Term Borrowings and Long-Term Debt
Our financing strategy is to ensure liquidity and access to capital markets while minimizing our borrowing costs. The proceeds of these borrowings were or will be used for general corporate purposes, which may include, among other things, funding for working capital, capital expenditures, acquisitions, dividends and repayment of existing debt. Refer to “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 7 – Debt" for further discussion.
Future Lease and Other Commitments
We place a strong emphasis on managing future lease commitments related to various facilities and equipment that support our operations. We believe our current liquidity and cash flow projections can cover future lease commitments. As of May 31, 2026, we have signed two lease agreements which have not yet commenced. Please refer to "Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 6 – Commitments and Contingencies" for further discussion.
Derivatives
Please refer to “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 8 – Derivative Instruments and Hedging Activities” for further discussion.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on its financial condition or consolidated financial statements.
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Repurchase of Common Stock and Reissuance of Treasury Shares Related to Employee Stock Awards
At the vesting dates for restricted stock awards to our employees, we repurchase a portion of the shares that have vested at the prior day's closing price per share and apply the proceeds to pay the employees' tax withholding requirements, not to exceed the maximum statutory tax rate, related to the vesting of restricted stock awards. The Company expects to continue this practice going forward.
Shares of common stock repurchased by us are recorded at cost as treasury stock and result in the reduction of stockholders’ equity in our consolidated balance sheets. We may reissue these treasury shares in the future.
Critical Accounting Estimates
The preparation of our consolidated financial statements requires that management make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require management to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Management continues to review its accounting policies and evaluate its estimates, including those related to business acquisitions, contingencies and litigation, income taxes, value added taxes, and long-lived assets. We base our estimates on historical experience and on other assumptions that management believes to be reasonable under the present circumstances. Using different estimates could have a material impact on our financial condition and results of operations.
Income Taxes
For interim reporting, we estimate an annual effective tax rate (AETR) to calculate income tax expense. Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid.
We are required to file federal and state income tax returns in the United States and income tax and various other tax returns in multiple foreign jurisdictions, each with changing tax laws, regulations and administrative positions. This requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. We record the benefits of uncertain tax positions in our financial statements only after determining it is more likely than not the uncertain tax positions would sustain challenge by taxing authorities, including resolution of related appeals or litigation processes, if any. We develop our assessment of an uncertain tax position based on the specific facts and legal arguments of each case and the associated probability of our reporting position being upheld, using internal expertise and the advice of third-party experts. However, our tax returns are subject to routine reviews by the various taxing authorities in the jurisdictions in which we file our tax returns. As part of these reviews, taxing authorities may challenge, and in some cases presently are challenging, the interpretations we have used to calculate our tax liability. In addition, any settlement with the tax authority or the outcome of any appeal or litigation process might result, and in some cases has resulted, in an outcome that is materially different from our estimated liability. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. Variations in the actual outcome of these cases could materially impact our consolidated financial statements.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income.
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Tax Receivables
We pay Value Added Tax (“VAT”) or similar taxes, income taxes, and other taxes within the normal course of our business in most of the countries in which we operate related to the procurement of merchandise and/or services we acquire and/or on sales and taxable income. VAT is a form of indirect tax applied to the value added at each stage of production (primary, manufacturing, wholesale and retail). This tax is similar to, but operates somewhat differently than, sales tax paid in the United States. We generally collect VAT from our Members upon the sale of goods and services and pay VAT to our vendors upon the purchase of goods and services. Periodically, we submit VAT reports to governmental agencies and reconcile the VAT paid and VAT received. The net overpaid VAT may be refunded or applied to subsequent returns, and the net underpaid VAT must be remitted to the government.
With respect to income taxes paid, if the estimated income taxes paid or withheld exceed the actual income tax due, this creates an income tax receivable. In most countries where we operate, the governments have implemented additional collection procedures, such as requiring credit card processors to remit a portion of sales processed via credit and debit cards directly to the government as advance payments of VAT and/or income tax. This collection mechanism generally leaves us with net VAT and/or income tax receivables, forcing us to process significant refund claims on a recurring basis. These refund or offset processes can take anywhere from several months to several years to complete.
Minimum tax rules, applicable in some of the countries where the Company operates, require the Company to pay taxes based on a percentage of sales if the resulting tax were greater than the tax payable based on a percentage of income (Alternative Minimum Tax or "AMT"). This can result in AMT payments substantially in excess of taxes the Company would expect to pay based on taxable income. As the Company believes that, in one country where it operates, it should ultimately only be liable for an income-based tax, it has accumulated income tax receivables of $10.3 million and $10.5 million and deferred tax assets of $4.2 million and $3.9 million as of May 31, 2026 and August 31, 2025, respectively, in this country.
The Company’s various outstanding VAT receivables and/or income tax receivables are based on cases or appeals with their own set of facts and circumstances. The Company consults and evaluates with legal and tax advisors regularly to understand the strength of its legal arguments and probability of successful outcomes in addition to its own experience handling these complex tax issues. While the rules related to refunds of income tax receivables in these countries are unclear and complex, the Company has not placed any type of allowance on the recoverability of the remaining tax receivables or deferred tax assets, because the Company believes that it is more likely than not that it will ultimately succeed in its refund requests. Similarly, we have not placed any recoverability allowances on tax receivables that arise from payments we are required to make pursuant to tax assessments that we are appealing because we believe it is more likely than not that we will ultimately prevail in the related appeals. There can be no assurance, however, that the Company will be successful in recovering all tax receivables or deferred tax assets.
Our policy for classification and presentation of VAT receivables, income tax receivables and other tax receivables is as follows:
•Short-term VAT and income tax receivables, recorded as Prepaid expenses and other current assets: This classification is used for any countries where our subsidiary has generally demonstrated the ability to recover the VAT or income tax receivable within one year. We also classify as short-term any approved refunds or credit notes to the extent that we expect to receive the refund or use the credit notes within one year.
•Long-term VAT and income tax receivables, recorded as Other non-current assets: This classification is used for amounts not approved for refund or credit in countries where our subsidiary has not demonstrated the ability to obtain refunds within one year and/or for amounts which are subject to outstanding disputes. An allowance is provided against VAT and income tax receivable balances in dispute when we do not expect to eventually prevail in our recovery of such balances. We do not currently have any allowances provided against VAT and income tax receivables.
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Long-lived Assets
We evaluate quarterly our long-lived assets for indicators of impairment. Indicators that an asset may be impaired are:
•the asset's inability to continue to generate income from operations and positive cash flow in future periods;
•loss of legal ownership or title to the asset;
•significant changes in its strategic business objectives and utilization of the asset(s); and
•the impact of significant negative industry or economic trends.
Management's judgments are based on market and operational conditions at the time of the evaluation and can include management's best estimate of future business activity, which in turn drives estimates of future cash flows from these assets. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market value. Future business conditions and/or activity could differ materially from the projections made by management causing the need for additional impairment charges. We did not record any significant impairment charges during the third quarter of fiscal year 2026 related to the loss of legal ownership or title to assets; significant changes in the Company's strategic business objectives or utilization of assets; or the impact of significant negative industry or economic trends. Loss on disposal of assets recorded during the years reported resulted from improvements to operations and normal preventive maintenance.
Seasonality
Historically, our merchandising businesses have experienced holiday retail seasonality in their markets. In addition to seasonal fluctuations, our operating results fluctuate quarter-to-quarter as a result of economic and political events in markets that we serve, the timing of holidays, weather, the timing of shipments, product mix, and currency effects on the cost of U.S.-sourced products which may make these products more or less expensive in local currencies and therefore more or less affordable. Because of such fluctuations, the results of operations of any quarter are not indicative of the results that may be achieved for a full fiscal year or any future quarter. In addition, there can be no assurance that our future results will be consistent with past results or the projections of securities analysts.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks relating to our operations result primarily from changes in interest rates and changes in currency exchange rates. There have been no material changes in our market risk factors at May 31, 2026 compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
From time to time, we have experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity). This impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products or otherwise fund our operations. For instance, since fiscal year 2017, we have experienced this situation in Trinidad and have been unable to source a sufficient level of tradable currencies. We are working with our banks in Trinidad and government officials to convert all of our Trinidad dollars into tradable currencies. Additionally, during fiscal year 2023, the Honduran Central Bank began limiting the availability and controlling the allocation of U.S. dollars for the conversion from Honduran lempiras to U.S. dollars. We are actively working with our banking partners and government authorities to address this situation. We have and continue to take additional actions in this respect. Refer to “Item 2. Management’s Discussion & Analysis – Factors Affecting the Business” and “Item 2. Management’s Discussion & Analysis – Liquidity and Capital Resources: Financial Position and Cash Flow” for our quantitative analysis and discussion.
Information about the financial impact of foreign currency exchange rate fluctuations for the three- and nine-month periods ended May 31, 2026 is disclosed in “Item 2. Management’s Discussion & Analysis – Other Expense, net.”
Information about the change in the fair value of our hedges and the financial impact thereof for the three- and nine-month periods ended May 31, 2026 is disclosed in “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 8 – Derivative Instruments and Hedging Activities.”
Information about the movements in currency exchange rates and the related impact on the translation of the balance sheets of our subsidiaries whose functional currency is not the U.S. dollar for the three- and nine-month periods ended May 31, 2026 is disclosed in “Item 2. Management’s Discussion & Analysis – Other Comprehensive Income.”
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ITEM 4. CONTROLS AND PROCEDURES
Limitations on Effectiveness of Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the timelines specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Evaluation of Disclosure Controls and Procedures
As required by SEC Rules 13a-15(e) or 15d-15(e), we carried out an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
In the ordinary course of business, we review our system of internal control over financial reporting and make changes to our systems and processes to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems and automating manual processes. There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.1 and 31.2 to this report.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are often involved in claims arising in the ordinary course of business seeking monetary damages and other relief. Based upon information currently available to us, none of these claims is expected to have a material adverse effect on our business, financial condition or results of operations. Refer to Part I. “Item 1. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 6 – Commitments and Contingencies” for additional information regarding our legal proceedings.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I. “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025. There have been no material changes in the Company’s risk factors from those discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)None.
(b)None.
(c)Purchase of Equity Securities by the Issuer and Affiliated Purchasers.
Upon vesting of restricted stock awarded by the Company to employees, the Company repurchases shares and withholds the amount of the repurchase payment to cover employees’ tax withholding obligations. As set forth in the table below, during the quarter ended May 31, 2026, the Company repurchased 693 shares in the indicated months. These were the only repurchases of equity securities made by the Company during the third quarter of fiscal year 2026. The Company does not currently have a stock repurchase program. However, the Board of Directors could choose to commence a stock repurchase program in the future, at its discretion, after its review of the Company’s financial performance and anticipated capital requirements.
The following table sets forth information on our common stock repurchase activity for the quarter ended May 31, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| March 1, 2026 - March 31, 2026 | — | $ | — | — | N/A | |||||||||||||||||||||
| April 1, 2026 - April 30, 2026 | 693 | 162.15 | — | N/A | ||||||||||||||||||||||
| May 1, 2026 - May 31, 2026 | — | — | — | N/A | ||||||||||||||||||||||
| Total | 693 | $ | 162.15 | — | N/A | |||||||||||||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the third quarter of fiscal year 2026, none of our directors or executive officers adopted terminated
ITEM 6. EXHIBITS
(a)Exhibits:
3.1(1) | |||||
3.2(2) | |||||
3.3(3) | |||||
3.4(4) | |||||
3.5(5) | |||||
3.6(6) | |||||
| 10.1* | |||||
| 10.2* | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1*# | |||||
| 32.2*# | |||||
| 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). | ||||
# 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 Current Report on Form 8-K filed with the Commission on February 2, 2024.
(5)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on July 17, 2015.
(6)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 9, 2022.
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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 thereunto duly authorized.
| PRICESMART, INC. | |||||||||||
| Date: | July 8, 2026 | By: | /s/ DAVID N. PRICE | ||||||||
| David N. Price | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | July 8, 2026 | By: | /s/ GUALBERTO HERNANDEZ | ||||||||
Gualberto Hernandez | |||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer and Principal Accounting Officer) | |||||||||||
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EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made as of May 18, 2026, between PriceSmart, Inc. (the “Company”) and Shweta Bhatia (the “Executive”).
WHEREAS, the Company desires to retain and employ the Executive, and the Executive desires to be retained and employed by the Company on the terms contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.Position and Duties.
(a)The Executive shall initially serve as the Company’s Executive Vice President and, effective July 1, 2026, the Executive shall serve as the Company’s Executive Vice President and Chief Information Officer. The Executive will report to the Company’s Chief Executive Officer.
(b)The Executive shall perform those services customary to this office and such other lawful duties that the Company’s Chief Executive Officer may reasonably assign to her. The Executive shall devote all of her business time and best efforts to the performance of her duties under this Agreement and shall be subject to, and shall comply with the Company policies, practices and procedures and all codes of ethics or business conduct applicable to her position, as in effect from time to time. Notwithstanding the foregoing, the Executive shall be entitled to (i) serve as a member of the board of directors of a reasonable number of other companies, subject to the advance approval of the Chief Executive Officer, which approval shall not be unreasonably withheld, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, subject to the advance approval of the Chief Executive Officer, which approval shall not be unreasonably withheld, and (iii) manage the Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere, as determined by the Chief Executive Officer in good faith, with the performance of the Executive’s duties and responsibilities hereunder.
2.Term. This Agreement and the Executive’s employment pursuant to this Agreement shall begin on May 18, 2026 (the “Effective Date”) and end on the first anniversary of the Effective Date, unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement. This Agreement shall renew automatically for another one-year term on each anniversary of the Effective Date, unless either the Company or Executive notifies the other, in writing and in accordance with Section 17 herein, at least 60 days prior to the end of the then-current one-year term (the “Expiration Date”) that either the Company or Executive wishes to terminate this Agreement (in which case this Agreement shall terminate in accordance with Section 4(a) herein). The term of this Agreement shall begin on the Effective Date and end on the Expiration Date, unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement (the “Term”).
3.Compensation and Related Matters.
(a)Base Salary. During the Term, the Executive’s annual base salary shall be $800,000 (the “Base Salary”). The Base Salary shall be payable in accordance with the
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Company’s normal payroll procedures in effect from time to time and may be increased, but not decreased, at the discretion of the Company.
(b)Bonus. During the Term, the Executive shall be entitled to receive a bonus (the “Bonus”) for each fiscal year, payable in cash in accordance with, and subject to the terms and conditions of, the Company’s bonus or other cash incentive program (each, a “Bonus Program”), if either (or both) are then applicable to Company executives. Any Bonus compensation payable to the Executive shall be payable in accordance with the Company’s Bonus Program (if applicable), subject to the condition that the Executive remain employed by the Company through the end of the relevant Bonus year, except as set forth in Section 5 herein.
(c)Business Expenses. During the Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by her in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers.
(d)Other Benefits. During the Term and subject to any contribution therefor required of employees of the Company, the Executive shall be eligible to participate in all equity, pension, savings and retirement plans, welfare and insurance plans, practices, policies, programs and perquisites of employment applicable generally to other senior executives of the Company, except to the extent any employee benefit plan provides for benefits otherwise provided to the Executive hereunder (e.g., bonuses and severance). Such participation shall be subject to (i) requirements of applicable law, (ii) the terms of the applicable plan documents, (iii) generally applicable Company policies, and (iv) the discretion of the Company’s Board of Directors (the “Board”) or any administrative or other committee provided for under or contemplated by such plan. The Executive shall have no recourse against the Company under this Agreement in the event that the Company should alter, modify, add to or eliminate any or all of its employee benefit plans.
(e)Vacation; Holidays. During the Term, the Executive shall be entitled to take vacation and other holiday time in accordance with the policies applicable to senior executives of the Company generally.
4.Termination. The Executive’s employment may be terminated prior to the expiration of the Term hereof and this Agreement may be terminated under the following circumstances:
(a)Expiration. Executive’s employment shall terminate on the Expiration Date following the Company’s or Executive’s written notice indicating that either the Company or Executive will not renew this Agreement in accordance with Section 2 herein.
(b)Death. The Executive’s employment shall terminate upon her death.
(c)Disability. The Company may terminate the Executive’s employment if the Executive becomes subject to a Disability. For purposes of this Agreement, “Disability” means the Executive is unable to perform the essential functions of her position, with or without a reasonable accommodation, for a period of 90 consecutive calendar days or 180 non-consecutive calendar days within any rolling 12-month period.
(d)Termination by Company for Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” means (i) the Executive’s repeated and habitual failure to perform her duties or obligations hereunder; (ii) engaging in any act that has a direct, substantial and adverse effect on the Company’s interests;
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(iii) personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit; (iv) intentional failure to perform her stated duties; (v) willful violation or reckless disregard of any law, rule or regulation which materially adversely affects her ability to discharge her duties or has a direct, substantial and adverse effect on the Company’s interests; (vi) any material breach of her contract by Executive; or (vii) conduct authorizing termination under Cal. Labor Code § 2924.
(e)Termination by the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause upon 30 days’ prior written notice.
(f)Termination by the Executive. The Executive may terminate her employment at any time for any reason other than a Good Reason, upon 60 days’ prior written notice.
(g)Termination by the Executive for Good Reason. The Executive may terminate her employment for Good Reason. For purposes of this Agreement, “Good Reason” means the existence of any one or more of the following conditions without the Executive’s consent, provided Executive submit written notice to the Company within 45 days that such condition(s) first arose specifying the condition(s): (i) a material change in or reduction of the Executive’s authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive’s position with the Company; (ii) a material reduction in the Executive’s then-current compensation; or (iii) the requirement that Executive relocate to an office location more than fifty (50) miles from San Diego, California. The Executive’s continued employment subsequent to an event that may constitute Good Reason shall not be deemed to be a waiver of her rights under this provision (subject to the 45-day time period specified herein). Upon receipt of written notice from the Executive regarding a condition constituting Good Reason, the Company shall then have 30 days to correct the condition (the “Cure Period”). If such condition is not corrected by the last day of the Cure Period, the Executive’s resignation for Good Reason shall become effective on the 31st day following the Executive’s written notice specifying the events giving rise to a Good Reason termination.
(h)The “Termination Date” means: (i) if the Executive’s employment is terminated by her death under Section 4(b), the date of her death; (ii) if the Executive’s employment is terminated on account of her Disability under Section 4(c), the date on which the Company provides the Executive a written termination notice; (iii) if the Company terminates the Executive’s employment for Cause under Section 4(d), the date on which the Company provides the Executive a written termination notice; (iv) if the Company terminates the Executive’s employment without Cause under Section 4(e), 30 days after the date on which the Company provides the Executive a written termination notice; (v) if the Executive resigns her employment without Good Reason under Section 4(f), 60 days after the date on which the Executive provides the Company a written termination notice; (vi) if the Executive resigns her employment with Good Reason under Section 4(g), the 31st day following the day the Executive provides the Company with written notice of the conditions constituting same, if the Company has not cured such conditions by the 30th day; and (vii) the Expiration Date in the event of a termination pursuant to Section 4(a).
(i)Actions on Termination Date. Executive agrees that on or before the Termination Date, Executive shall resign from all board and officer positions with the Company and its subsidiaries and affiliates, and this Agreement shall constitute an agreement to so resign upon the effective date of Executive’s termination.
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(j)Access to Company Property. Upon delivery of any notice of intent not to renew or any notice of termination, the Company may, immediately or at any time after such notice, preclude Executive from having access to the Company’s facilities, equipment, computers and any related processes and property.
5.Compensation upon Termination.
(a)Accrued Obligations Payable upon any Termination. Upon the termination of Executive’s employment with the Company for any reason, the Company shall pay or provide to the Executive (or Executive’s estate) the following amounts through the Termination Date: any earned but unpaid Base Salary, unpaid expense reimbursements, any vested benefits the Executive may have under any employee benefit plan of the Company, and if a Bonus Program is in existence, any earned but unpaid Bonus for the fiscal year prior to the fiscal year in which the Termination Date occurs (the “Accrued Obligations”) on or before the time required by law but in no event more than 30 days after the Executive’s Termination Date.
(b)Termination by the Company without Cause, or by the Executive with Good Reason, or Due to Expiration of the Term following the Company’s Delivery to Executive of a Notice of Intent Not to Renew. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause pursuant to Section 4(e), or the Executive terminates her employment for Good Reason pursuant to Section 4(g), or the Executive’s employment terminates due to the expiration of the Term following the Company’s delivery to Executive of a notice of intent not to renew pursuant to Section 4(a), then the Executive shall be entitled to the following, subject to Section 6:
(i)If a Bonus Program is in existence, the Company shall pay the Executive the pro rata portion of the Bonus earned as of the Termination Date with respect to the bonus year in which the Termination Date occurs (the “Pro-Rata Bonus”);
(ii)Subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to contribute to the premium cost of the Executive’s participation and that of her eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her eligible dependents’ participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Company’s portion of the monthly cost of providing such benefits under its group health plan for such period;
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(iii)The Company shall pay the Executive severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date (but without giving effect to any reduction if one or all of the bases for the Executive’s resignation for Good Reason is a reduction in compensation) in 24 equal installments (totaling twelve months) as set forth in Section 6; and
(iv)As to each restricted stock award, restricted stock unit or similar equity award granted to the Executive by the Company that is outstanding and otherwise unvested on the Termination Date, and notwithstanding anything contained in the applicable award agreement or the Amended and Restated 2013 Equity Incentive Award Plan, as amended (or any successor equity compensation plan), to the contrary, the equity award will vest as of the Termination Date as to the number of shares scheduled to vest in the 12-month period following the Termination Date; provided that as to an award that is subject to performance-based vesting requirements, (A) vesting shall remain subject to satisfaction of the applicable performance criteria, and vesting shall not occur unless and until the applicable performance criteria are determined to have been met, and (B) Executive shall 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.
(c)Termination by the Company for Disability. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for Disability pursuant to Section 4(c), then the Executive shall be entitled to the following subject to Section 6:
(i)If a Bonus Program is in existence, the Company shall pay the Executive a Pro-Rata Bonus;
(ii)Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of her eligible dependents in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 12 months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of her eligible dependents participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Company’s portion of the monthly cost of providing such benefits under its group health plan for such period;
(iii)The Company shall pay the Executive severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in 24 equal installments (totaling twelve months) as set forth in Section 6; provided, however, that the Company shall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive during such 12-month period, and as to which Executive covenants to report to the Company such income on a bi-weekly basis.
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(d)Termination by the Company due to Executive’s Death. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company due to Executive’s death pursuant to Section 4(b), then the Executive’s estate shall be entitled to the following subject to Section 6:
(i)If a Bonus Program is in existence, the Company shall pay the Executive a Pro-Rata Bonus;
(ii)Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of Executive’s eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) for a period of twelve (12) months; provided (x) the Executive’s estate pays the remainder of the premium cost of such participation by payroll deduction (if any) and (y) the Executive’s dependents remain eligible for COBRA coverage. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the participation of Executive’s eligible dependents would give rise to penalties or taxes against the Company under the Act, as determined by the Company in its sole discretion, the Company shall instead make cash payments to the Executive’s estate over the same period in monthly installments in an amount equal to the Company’s portion of the monthly cost of providing such benefits under its group health plan for such period.
(e)Termination by the Company Due to Cause or Due to Expiration of the Term following Executive’s Delivery to the Company of a Notice of Intent Not to Renew or by Executive without Good Reason and Without Notice. If, prior to the expiration of the Term, the Company terminates Executive’s employment for Cause pursuant to Section 4(d), or Executive’s employment terminates due to the expiration of the Term following Executive’s delivery to the Company of a notice of intent not to renew pursuant to Section 4(a) or by Executive without Good Reason and without notice pursuant to Section 4(f), then the Executive shall be entitled only to the Accrued Obligations in Section 5(a) and shall be entitled to no other benefits from the Company.
(f)Termination by Executive without Good Reason and With Notice. If, prior to the expiration of the Term, Executive terminates without Good Reason but provides the minimum of 60 days’ notice of such termination pursuant to Section 4(f), and such notice makes the Termination Date at or after the time period encompassed by the relevant bonus year, then in addition to the Accrued Obligations set forth in Section 5(a), Executive shall be entitled to Executive’s Pro-Rata Bonus, to the extent such a Bonus Program exists. In such event, the Bonus shall be paid on the date the bonuses are paid to other Executives pursuant to the applicable Bonus Program, without reference to the actual Termination Date.
6.Release; Payment. Except for the Accrued Obligations provided for in Section 5(a), any other payments and benefits provided for in Section 5 shall be conditioned on (a) the Executive’s continued compliance with the obligations of the Executive under Sections 8 and 9 and (b) the Executive or, in the event of her death, her estate, executing and delivering to the Company a full release of all claims that the Executive, her heirs and assigns may have against the Company, its affiliates and subsidiaries and each of their respective directors, officers, employees and agents, in a form reasonably acceptable to the Company, which shall include an affirmation by Executive that Executive shall fully comply with Sections 8 and 9 of this Agreement (the “Release”). The Release must become enforceable and irrevocable on or before the sixtieth (60th) day following the Termination Date. If the Executive (or her estate) fails to
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execute without revocation the Release, she shall be entitled to the Accrued Obligations only and no other benefits. The installments of severance provided under Sections 5(b)(iii) and 5(c)(iii) shall commence in the calendar month following the month in which the Release becomes enforceable and irrevocable. If, however, the 60-day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall commence payment of the severance installments in the second year in the later of January and the first calendar month following the month in which the Release becomes effective and irrevocable. The first installment shall include, however, all amounts that would otherwise have been paid to the Executive between the Termination Date and the Executive’s receipt of the first installment, assuming the first installment would otherwise have been paid in the month following the month in which the Termination Date occurs. Any Pro-Rata Bonus payable in Section 5 shall be paid on the later of the date it is to be paid under the applicable Bonus Program and the date that the severance payments commence to be paid under this Section 6.
7.Section 409A Compliance.
(a)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
(b)To the extent that any of the payments or benefits provided for in Section 5 are deemed to constitute non-qualified deferred compensation benefits subject to Section 409A of the Code, the following interpretations apply to Section 5:
(i)Any termination of the Executive’s employment triggering payment of benefits under Section 5 must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. § 1.409A-l(h) before distribution of such benefits can commence. To the extent that the termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A- 1(h) (as the result of further services that are reasonably anticipated to be provided by the Executive to the Company or any of its parents, subsidiaries or affiliates at the time the Executive’s employment terminates), any benefits payable under Section 5 that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b)(i) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs.
(ii)Because the Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date her separation from service becomes effective, any benefits payable under Section 5 that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (A) the business day following the six-month anniversary of the date her separation from service becomes effective, and (B) the date of the Executive’s death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date her separation from service becomes effective, and (B) the Executive’s death, the Company shall pay the Executive in a
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lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid the Executive prior to that date under Section 5 of this Agreement.
(iii)It is intended that each installment of the payments and benefits provided under Section 5 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, the installment severance payments set forth in Section 6 of this Agreement shall be divided into two portions. That number of installments commencing on the first payment date set forth in Section 7 of this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the Code for the year in which the Termination Date occurs (provided the termination of the Executive’s employment is also a separation from service) shall be payable in accordance with Treas. Reg. § 1.409A-l(b)(9)(iii) as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 7(b)(i) and (ii) above.
8.Confidentiality and Restrictive Covenants.
(a)The Executive acknowledges that:
(i)the Company (which, for purposes of this Section 8 shall include the Company and each of its subsidiaries and affiliates) operates membership warehouse clubs in Central America, Colombia and the Caribbean (the “Business”);
(ii)the Company is dependent on the efforts of a certain limited number of persons who have developed, or will be responsible for developing the Company’s Business;
(iii)the Company’s Business is international in scope;
(iv)the Business in which the Company is engaged is intensely competitive and that Executive’s employment by the Company will require that she have access to and knowledge of nonpublic confidential information of the Company and the Company’s Business, including, but not limited to, certain/all of the Company’s products, plans for creation, acquisition or disposition of products or publications, strategic and expansion plans, formulas, research results, marketing plans, financial status and plans, budgets, forecasts, profit or loss figures, distributors and distribution strategies, pricing strategies, improvements, sales figures, contracts, agreements, then existing or then prospective suppliers and sources of supply and customer lists, undertakings with or with respect to the Company’s customers or prospective customers, and patient information, product development plans, rules and regulations, personnel information and trade secrets of the Company, all of which are of vital importance to the success of the Company’s business (collectively, “Confidential Information”);
(v)the direct or indirect disclosure of any Confidential Information would place the Company at a serious competitive disadvantage and would do serious damage, financial and otherwise, to the Company’s business;
(vi)by her training, experience and expertise, the Executive’s services to the Company is special and unique;
(vii)the covenants and agreements of the Executive contained in this Section 8 are essential to the business and goodwill of the Company; and
(viii)if the Executive leaves the Company’s employ to work for a competitive business, in any capacity, it would cause the Company irreparable harm.
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(b)Covenant Against Disclosure. All Confidential Information relating to the Business is, shall be and shall remain the sole property and confidential business information of the Company, free of any rights of the Executive. The Executive shall not make any use of the Confidential Information except in the performance of her duties hereunder and shall not disclose any Confidential Information to third parties, without the prior written consent of the Company.
(c)Return of Company Documents. On the Termination Date or on any prior date upon the Company’s written demand, the Executive will return all memoranda, notes, lists, records, property and other tangible product and documents concerning the Business, including all Confidential Information, in her possession, directly or indirectly, that is in written or other tangible form (together with all duplicates thereof) and that she will not retain or furnish any such Confidential Information to any third party, either by sample, facsimile, film, audio or video cassette, electronic data, verbal communication or any other means of communication.
(d)Further Covenant. During the Term and through the second anniversary of the Termination Date, the Executive shall not, directly or indirectly, take any of the following actions, and, to the extent the Executive owns, manages, operates, controls, is employed by or participates in the ownership, management, operation or control of, or is connected in any manner with, any business, the Executive will use her best efforts to ensure that such business does not take any of the following actions:
(i)Persuade or attempt to persuade any customer of the Company to cease doing business with the Company, or to reduce the amount of business any customer does with the Company;
(ii)Take any action that interferes with the Company’s contracts or prospective contracts with its customers; or
(iii)Persuade or attempt to persuade any employee or independent contractor of the Company to leave the service of the Company, where such individual was an employee or independent contractor of the Company within one year prior to the Executive’s Termination Date.
(e)Enforcement. The Executive acknowledges and agrees that any breach by her of any of the provisions of this Section 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches or threatens to commit a breach of any of the provisions of Section 8, the Company shall have the ability to seek the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages): (i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and (ii) the right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by her as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected subsidiaries and/or affiliates. The Executive agrees that in any action seeking specific performance or other equitable relief, she will not assert or contend that any of the provisions of this Section 8 are unreasonable or otherwise unenforceable. Other
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than a material breach of this Agreement, the existence of any claim or cause of action by the Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants. Notwithstanding anything in this Agreement to the contrary, in the event that any claim, action, or suit is brought for the purpose of determining or enforcing the rights of the Company under this Section 8, and the Company is the prevailing party in such claim, action, or suit, the Company shall be entitled to recover from the Executive all reasonable costs and expenses incurred by it, including reasonable attorneys’ fees.
(f)Defend Trade Secrets Act. Nothing in this Agreement shall prohibit the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity including but not limited to the Department of Justice, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures. Under the Defend Trade Secrets Act of 2016, the Company hereby provides notice and Executive hereby acknowledges that Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) is solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
9.Intellectual Property.
(a)Works for Hire. All creations, inventions, ideas, designs, software, copyrightable materials, trademarks, and other technology and rights (and any related improvements or modifications), whether or not subject to patent or copyright protection (collectively, “Creations”), relating to any activities of the Company which were, are, or will be conceived by the Executive or developed by the Executive in the course of her employment or other services with the Company, whether conceived alone or with others and whether or not conceived or developed during regular business hours, and if based on Confidential Information, after the termination of the Executive’s employment, shall be the sole property of the Company and, to the maximum extent permitted by applicable law, shall be deemed “works made for hire” as that term is used in the United States Copyright Act. The Executive agrees to assign and hereby does assign to the Company all Creations conceived or developed from the start of this employment with the Company through to the Termination Date, and after the Termination Date if the Creation incorporates or is based on any Confidential Information.
(b)Assignment. To the extent, if any, that the Executive retains any right, title or interest with respect to any Creations delivered to the Company or related to her employment with the Company, the Executive hereby grants to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and license: (i) to modify all or any portion of such Creations, including, without limitation, the making of additions to or deletions from such Creations, regardless of the medium (now or hereafter known) into which such Creations may be modified and regardless of the effect of such modifications on the integrity of such Creations; and (ii) to identify the Executive, or not to identify her, as one or more authors of or contributors to such Creations or any portion thereof, whether or not such Creations or any portion thereof have been modified. The Executive further waives any “moral” rights, or other rights with respect to attribution of authorship or integrity of such Creations that she may have under any applicable law, whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory.
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Notwithstanding the foregoing, pursuant to California Labor Code Section 2870, the foregoing shall not apply to an invention that Executive developed entirely on her own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
•Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or
•Result from any work performed by the Executive for the Company.
(c)Disclosure. The Executive will promptly inform the Company of any Creations she conceives or develops during the Term. The Executive shall (whether during her employment or after the termination of her employment) execute such written instruments and do other such acts as may be necessary in the opinion of the Company or its counsel to secure the Company’s rights in the Creations, including obtaining a patent, registering a copyright, or otherwise (and the Executive hereby irrevocably appoints the Company and any of its officers as her attorney in fact to undertake such acts in her name). The Executive’s obligation to execute written instruments and otherwise assist the Company in securing its rights in the Creations will continue after the termination of her employment for any reason, the Company shall reimburse the Executive for any out-of-pocket expenses (but not attorneys’ fees) she incurs in connection with her compliance with this Section 9(c).
10.Arbitration.
(a)All disputes between Executive (and Executive’s attorneys, successors, and assigns) and the Company (and its affiliates, subsidiaries, shareholders, directors, officers, employees, agents, successors, attorneys, and assigns) relating in any manner to Executive’s employment or the termination of Executive’s employment, including, without limitation, all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by final and binding arbitration to the fullest extent permitted by law. Arbitrable Claims shall include, but are not limited to, contract (express or implied) and tort claims of all kinds, as well as all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable workers’ compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Arbitrable Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act, the Family Medical Leave Act as well as all claims under any applicable state or federal statute including but not limited to the California Labor Code, and any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, harassment, discrimination, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, fraud, defamation, invasion of privacy, all claims related to disability and all wage or benefit claims, including but not limited to claims for salary, bonuses, profit participation, commissions, stock, stock options, vacation pay, fringe benefits or any form of compensation. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims, except that the Parties may seek interim injunctive relief and other provisional remedies in court as set forth in this Agreement. The Parties hereby waive any rights they may have to trial by jury or any other form of administrative hearing or procedure in regard to the Arbitrable Claims.
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(b)Claims shall be arbitrated in accordance with the then-existing National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA Employment Rules”), as augmented by this Agreement. Arbitration shall be initiated as provided by the AAA Employment Rules, although the written notice to the other Party initiating arbitration shall also include a statement of the claims asserted and all the facts upon which the claims are based. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. All arbitration hearings under this Agreement shall be conducted at the AAA office located nearest to San Diego, California. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section.
(c)All disputes involving Arbitrable Claims shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the Parties within 30 days of the effective date of the notice initiating the arbitration. If the Parties cannot agree on an arbitrator, then the complaining Party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have only such authority to award equitable relief, damages, costs, and fees as a court would have for the particular claims asserted and any action of the arbitrator in contravention of this limitation may be the subject of court appeal by the aggrieved Party. No other aspect of any ruling by the arbitrator shall be appealable, and all other aspects of the arbitrator’s ruling shall be final and non-appealable. The arbitrator shall have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law. The arbitrator shall be required to issue a written arbitration decision including the arbitrator’s essential findings, conclusions and a statement of award. The Company shall pay all arbitration fees in excess of what the Executive would have to pay if the dispute were decided in a court of law. The arbitrator shall have exclusive authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this Agreement is void or unenforceable.
(d)Notwithstanding the foregoing, in order to provide for interim relief pending the finalization of arbitration proceedings hereunder, nothing in this Section 10 shall prohibit the Parties from pursuing, a claim for interim injunctive relief, for other applicable provisional remedies, and/or for related attorneys’ fees in a court of competent jurisdiction in order to prevent irreparable harm pending the conclusion of the arbitration.
(e)If for any reason all or part of this arbitration provision is held to be invalid, illegal, or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other part of this arbitration provision or any other jurisdiction, but this provision shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable part or parts of this arbitration provision had never been contained herein, consistent with the general intent of the Parties, as evidenced herein, insofar as possible.
11.Indemnification. This Agreement incorporates, but does not supersede, Executive’s Indemnity Agreement with the Company, which survives the execution of this Agreement in all respects.
12.Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter.
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13.Successors. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after her termination of employment but prior to the completion by the Company of all payments due her under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to her death (or to her estate, if the Executive fails to make such designation). The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
14.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
15.Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.
16.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
17.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.
18.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.
19.Governing Law. This is a California contract and shall be construed under and be governed in all respects by the laws of California for contracts to be performed in that State and without giving effect to the conflict of laws principles of California or any other State. In the event of any alleged breach or threatened breach of this Agreement, the Executive hereby consents and submits to jurisdiction in the State of California.
20.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
21.[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and year first above written.PriceSmart, Inc.
By: /s/ Francisco Velasco
Name: Francisco Velasco
Title: Executive Vice President – Chief Legal Officer, Chief Risk & Compliance Officer and Assistant Secretary
/s/ Shweta Bhatia
Shweta Bhatia
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SEPARATION AGREEMENT WITH WAIVER AND RELEASE OF CLAIMS
This Separation Agreement with Waiver and Release of Claims (“Agreement”) by and between Wayne Sadin (“Executive”) and PriceSmart, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) is made as of the date Executive signs this Agreement below (the “Execution Date”).
RECITALS
WHEREAS, Executive is employed by the Company pursuant to an Employment Agreement dated as of July 1, 2023, as amended June 18, 2024 and June 17, 2025 (the “Employment Agreement”);
WHEREAS, in accordance with the Employment Agreement, Executive’s employment will terminate upon the end of the Term of the Employment Agreement, July 1, 2026 (the “Separation Date”), subject to the terms and conditions set forth in this Agreement; and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any of the Releasees as defined in the Waiver and Release of Claims, including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
a.Separation Benefits. Provided Executive signs this Agreement within ten (10) days of receiving it, signs the Waiver and Release of Claims attached as Exhibit A following the Separation Date and within the time allotted in the Release of Claims, does not revoke the Waiver and Release of Claims in the time provided for therein, and complies with his obligations hereunder, Executive will receive an annual cash incentive award for fiscal year 2026, without pro ration, of up to (but in no event to exceed) $305,009.00, less applicable withholdings and deductions (the “Separation Benefits”) for which Executive would otherwise not be eligible by virtue of the Separation Date. Such payment shall be made at the time all other bonuses are paid pursuant to the Company’s annual cash incentive award program (and in no event later than November 15, 2026) and shall be subject to, and measured exclusively based on, achievement of performance metrics previously established with respect to corporate performance for fiscal year 2026.
b.Accrued Obligations and Benefits. Executive’s health insurance benefits shall cease on the Separation Date, subject to Executive’s right to continue his health insurance under COBRA. Except as otherwise provided for herein, Executive’s participation in all benefits and incidents of employment, including, but not limited to, vesting in equity-based awards, perquisites of employment, and the accrual of bonuses, vacation, and paid time off, shall cease as of the Separation Date. Executive will receive his earned but unpaid base salary, unpaid expense reimbursements (which must be submitted no later than 15 days following the Separation Date), and any vested benefits accrued through the Separation Date on or before the time required by law, but in no event more than thirty (30) days following the Separation Date. Expenses will be reimbursed
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in accordance with the Company’s expense reimbursement policy and in no event later than the end of Fiscal Year 2026.
c.Payment of Salary and Receipt of All Benefits. Executive acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, reimbursable expenses, commissions, stock, restricted stock, restricted stock units, performance stock units, stock options, vesting, and any and all other benefits and compensation due to Executive, up through and including the Execution Date.
d.Nondisparagement. Executive and the Company agree not to make any statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage Executive or the Company or any of its subsidiaries or affiliates or their respective current and former officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive or the Company from making truthful statements that are required by applicable law, regulation or legal process or from disclosing or discussing an act of sexual abuse or facts related to an act of sexual abuse to any other person. Executive acknowledges that the only persons whose statements may be attributed to the Company for purposes of this Section shall be the Company’s Chief Executive Officer, President, Chief Financial Officer and members of the Company’s Board of Directors.
e.Breach. The Company and Executive acknowledge and agree that any material breach of this Agreement by the other party, including, without limitation, the provisions of the Employment Agreement that remain in effect, shall entitle the non-breaching party to obtain damages and, in the case of the Company, will entitle the Company immediately to recover and/or cease providing the consideration provided to Executive under this Agreement.
f.No Admission of Liability. Executive understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Executive, whether known or unknown. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Executive or to any third party.
g.Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.
h.Arbitration.
a.All disputes between Executive (and Executive’s attorneys, successors, and assigns) and the Company (and its affiliates, subsidiaries, shareholders, directors, officers, employees, agents, successors, attorneys, and assigns) relating in any manner to Executive’s employment or the termination of Executive’s employment, including, without limitation, all disputes arising under the Employment Agreement and this Agreement (“Arbitrable Claims”), shall be resolved by final and binding arbitration to the fullest extent permitted by law. Arbitrable Claims shall include, but are not limited to, contract (express or implied) and tort claims of all
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kinds, as well as all claims based on any federal, state, or local law, statute, or regulation, excepting only claims under applicable workers’ compensation law and unemployment insurance claims. By way of example and not in limitation of the foregoing, Arbitrable Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the Family Medical Leave Act, as well as all claims under any applicable state or federal statute, and any claims asserting wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, harassment (excluding any sexual assault or sexual harassment dispute, as defined by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, unless the claimant elects otherwise after the claim arises), discrimination, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, fraud, defamation, invasion of privacy, all claims related to disability and all wage or benefit claims, including but not limited to claims for salary, bonuses, profit participation, commissions, stock, stock options, vacation pay, fringe benefits or any form of compensation. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims, except that either Party may seek interim injunctive relief and other provisional remedies in court as set forth in this Agreement. The Parties hereby waive any rights they may have to trial by jury or any other form of administrative hearing or procedure in regard to the Arbitrable Claims.
b.Claims shall be arbitrated in accordance with the then-existing National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA Employment Rules”), as augmented by this Agreement. Arbitration shall be initiated as provided by the AAA Employment Rules, although the written notice to the other Party initiating arbitration shall also include a statement of the claims asserted and all the facts upon which the claims are based. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. All arbitration hearings under this Agreement shall be conducted at the AAA office located nearest to San Diego, California. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section.
c.All disputes involving Arbitrable Claims shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the Parties within thirty (30) days of the effective date of the notice initiating the arbitration. If the Parties cannot agree on an arbitrator, then the complaining Party shall notify the AAA and request selection of an arbitrator in accordance with the AAA Employment Rules. The arbitrator shall have only such authority to award equitable relief, damages, costs, and fees as a court would have for the particular claims asserted and any action of the arbitrator in contravention of this limitation may be the subject of court appeal by the aggrieved Party. No other aspect of any ruling by the arbitrator shall be appealable, and all other aspects of the arbitrator’s ruling shall be final and non-appealable. The arbitrator shall have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law. The arbitrator shall be required to issue a written arbitration decision, including the arbitrator’s essential findings, conclusions and a statement of award. The Company shall pay all arbitration fees in excess of what Executive would have to pay if the dispute were decided in a court of law. The arbitrator shall have exclusive
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authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this Agreement is void or unenforceable.
d.Notwithstanding the foregoing, in order to provide for interim relief pending the finalization of arbitration proceedings hereunder, nothing in this Section 10 shall prohibit the Parties from pursuing a claim for interim injunctive relief, for other applicable provisional remedies, and/or for related attorneys’ fees in a court of competent jurisdiction in order to prevent irreparable harm pending the conclusion of the arbitration. In the event of any alleged breach or threatened breach of this Agreement, Executive hereby consents and submits to jurisdiction in the State of California.
e.If for any reason all or part of this arbitration provision is held to be invalid, illegal, or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other part of this arbitration provision or any other jurisdiction, but this provision shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable part or parts of this arbitration provision had never been contained herein, consistent with the general intent of the Parties, as evidenced herein, insofar as possible.
i.Trade Secrets and Confidential Information/Company Property. Executive reaffirms and agrees to observe and abide by the terms of the Company’s Policy with Respect to Handling of Confidential Information, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information. Executive’s signature below constitutes his certification that he has returned (or will have returned prior to the Separation Date) all documents and other items provided to Executive by the Company, developed or obtained by Executive in connection with his employment with the Company, or otherwise belonging to the Company.
j.Further Covenants. During the term of this Agreement and for a period of two (2) years following the Release Effective Date (as defined in the Waiver and Release of Claims) (the “Restricted Period”), Executive shall not, directly or indirectly, take any of the following actions, and, to the extent Executive owns, manages, operates, controls, is employed by or participates in the ownership, management, operation or control of, or is connected in any manner with, any business, Executive will use his best efforts to ensure that such business does not take any of the following actions:
a.Persuade or attempt to persuade any customer of the Company to cease doing business with the Company, or to reduce the amount of business any customer does with the Company;
b.Take any action that interferes with the Company’s contracts or prospective contracts with its customers; or
c.Persuade or attempt to persuade any employee or independent contractor of the Company to leave the service of the Company.
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k.Enforcement. Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 9 and 10 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if Executive breaches or threatens to commit a breach of any of the provisions of the Restrictive Covenants, the Company shall have the ability to seek the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages): (a) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; (b) the right and remedy to require Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected subsidiaries and/or affiliates; and (c) as liquidated damages (but not as a penalty) for any breach of Section 10, Executive shall forego or repay to the Company an amount equal to the annual bonus contemplated by to Section 1 (except for any minimum amount that the Company may deem sufficient consideration for the release provided in the Waiver and Release of Claims). Executive acknowledges and agrees that the time and expenses involved in proving in any forum the actual damage or loss suffered by the Company if there is a breach of Section 10 make this case appropriate for liquidated damages. Neither the breach of any of the Restrictive Covenants nor the payment of liquidated damages shall affect the continuing validity or enforceability of this Agreement. Executive agrees that in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of the Restrictive Covenants are unreasonable or otherwise unenforceable. Other than a material breach of this Agreement, the existence of any claim or cause of action by Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.
l.No Cooperation with Third Party Claim. Except as specifically provided in this Agreement, during the Restricted Period, Executive agrees that he will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees (as defined in the Waiver and Release of Claims), unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Executive agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees during the Restricted Period, Executive shall state no more than that he cannot provide counsel or assistance.
m.Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Executive represents and warrants that he has the
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capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Executive warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
n.Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
o.Acknowledgement. Executive acknowledges and agrees that he remains bound by and subject to the terms of the Employment Agreement that survive termination of his employment to the extent necessary to effectuate the terms contained therein including, without limitation, Executive’s covenants of confidentiality and non-solicitation, which covenants are reaffirmed herein. Such covenants include, without limitation, Executive’s agreement not to use or disclose Confidential Information (as such term is defined in the Employment Agreement). Executive acknowledges and agrees he has returned (or will return on or prior to the Separation Date) all Company property and other tangible products and documents belonging to the Company pursuant to Section 8(c) of the Employment Agreement.
p.Indemnity. The Company acknowledges and agrees that Executive’s Indemnity Agreement with the Company remains in full force and effect. The foregoing shall not be interpreted to limit any rights of indemnification the Company may owe Executive under law.
q.Entire Agreement. This Agreement, together with the Waiver and Release of Claims attached as exhibits hereto, and the terms of the Employment Agreement that survive the termination of Executive’s employment, represent the entire Agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive’s relationship with the Company.
r.Amendment. This Agreement may be amended or modified only by a written instrument signed by Executive and a duly authorized representative of the Company.
s.Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions.
t.Attorneys’ Fees. If any action or proceeding relating to this Agreement is brought against any party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).
u.Counterparts. This Agreement may be executed in counterparts and by facsimile or pdf, and each counterpart and facsimile or pdf shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.
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{signature page follows}
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In order to receive the Separation Benefits, Executive must: (i) sign below and return this Agreement within ten (10) days of receiving it; (ii) sign the Waiver and Release of Claims attached as Exhibit A following the Separation Date and within the time allotted in the Waiver and Release of Claims; (iii) not revoke the Waiver and Release of Claims in the time provided for therein; and (iv) comply with Executive's obligations hereunder.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
Executive, an individual
Dated: ___5/19/26___________________ /s/Wayne Sadin
Wayne Sadin
PriceSmart, Inc.
Dated: ___5/21/26___________________ By /s/Francisco Velasco
Name: Francisco Velasco
Its: EVP - Chief Legal Officer
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Exhibit A
WAIVER AND RELEASE OF CLAIMS
1.Executive enters into this the Waiver and Release of Claims pursuant to the Agreement between Executive and the Company. Capitalized terms used but not defined herein have the meanings given to them in the Agreement. Executive agrees that the Separation Benefits represent settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). Executive, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Release Effective Date (as defined below), including, without limitation:
a. any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company or ownership of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967 (the “ADEA”); the Older Workers Benefit Protection Act; the Executive Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor
Code; the California Workers’ Compensation Act; the California Fair Employment and Housing Act; the Florida Civil Rights Act; the Florida Minimum Wage Act; the Florida Whistleblower Act; the Florida Workers’ Compensation retaliation provisions; Article X, Section 24 of the Florida Constitution; the Florida Fair Housing Act; the Texas Labor Code (including Chapters 21, 61, and 451); the Texas Whistleblower Act; the Texas Uniform Trade Secrets Act;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
h. any and all claims for attorneys’ fees and costs.
The releases described herein shall not be applicable to any claim(s) to enforce, or for breach of, the Agreement. The releases described herein also shall not be applicable to future claims which do not yet exist. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not release claims that cannot be released as a matter of law.
2.California Civil Code Section 1542; Unknown Claims.
a.California Civil Code Section 1542. Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.
b.Unknown Claims. Executive acknowledges that he has been advised to consult with legal counsel and that he is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the releasee. Executive, being aware of said principle, agrees to expressly waive any rights he
may have to that effect, as well as under any other statute or common law principles of similar effect.
3.No Pending or Future Lawsuits. Executive represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Executive also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any of the other Releasees. Executive represents and affirms that he is unaware of any injury or illness that may give rise to a workers’ compensation claim and that he has sustained no injury or illness at or as a result of his work with the Company. Executive represents that he has not filed a claim with any state Workers’ Compensation system.
4.Limitations. Nothing in the Agreement or this Waiver and Release of Claims prohibits Executive from reporting possible violations of federal law or regulation to any government agency or entity, including, but not limited to, the Securities and Exchange Commission, the Equal Employment Opportunity Commission (the “EEOC”), or any similar state agency (including the California Civil Rights Department, the Florida Commission on Human Relations, and the Texas Workforce Commission), or making other disclosures that are protected under the whistleblower provisions of applicable law. Executive does not need prior authorization of the Company to make any such reports or disclosures and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Waiver and Release of Claims shall affect the EEOC’s rights and responsibilities to enforce the Civil Rights Act of 1964, as amended, the ADEA, the National Labor Relations Act or any other applicable law, nor shall anything in this Waiver and Release of Claims be construed as a basis for interfering with Executive’s protected right to file a timely charge with, or participate in an investigation or proceeding conducted by, the EEOC, the National Labor Relations Board (the “NLRB”), or any other state, federal or local government entity; provided, however, if the EEOC, the NLRB, or any other state, federal or local government entity commences an investigation on Executive’s behalf, Executive specifically waives and releases his right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation or otherwise, nor will you seek or accept reinstatement to Executive’s former position with the Company.
5.Acknowledgements. Executive acknowledges that he has carefully read and fully understands this Waiver and Release of Claims. Executive acknowledges that he has not relied on any statement, written or oral, which is not set forth in the Agreement or this Waiver and Release of Claims. Executive further acknowledges that he is hereby advised in writing to consult with an attorney prior to executing this Waiver and Release of Claims; that he is not waiving or releasing any rights or claims that may arise after the date of execution of this Waiver and Release of Claims; that he is releasing claims under the ADEA; that he executes this Waiver and Release of Claims in exchange for monies in addition to those to which he is already entitled; that the Company gave Executive a period of at least twenty-one (21) days within which to consider this Waiver and Release of Claims and a period of seven (7) days following his execution of this Waiver and Release of Claims to revoke his ADEA waiver as provided below; that if Executive voluntarily executes this Waiver and Release of Claims prior to the expiration
of the 21st day, he will voluntarily waive the remainder of the twenty-one (21) day consideration period; that any changes to this Waiver and Release of Claims by Executive once it has been presented to Executive will not restart the 21 day consideration period; and Executive enters into this Waiver and Release of Claims knowingly, willingly and voluntarily in exchange for the Separation Benefits. To receive the Separation Benefits provided in the Agreement, this Waiver and Release of Claims must be signed and returned to Francisco Velasco, Executive Vice President, Chief Legal and Compliance Officer and Assistant Secretary, at 9797 Aero Drive, Suite 100, San Diego, California 92123 or at, if by email delivery, fvelasco@pricesmart.com, no earlier than the Separation Date and no later than July 22, 2026. Nothing in this Waiver and Release of Claims constitutes a waiver any rights Executive has under the Agreement. Executive acknowledges and represents that, other than the consideration set forth in the Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, reimbursable expenses, commissions, stock, restricted stock, restricted stock units, performance stock units, stock options, vesting, and any and all other benefits and compensation due to Executive, up to the date Executive executes this Waiver and Release of Claims.
6.Revocation Right. Executive may revoke his release of his ADEA claims up to seven (7) days following his signing this Waiver and Release of Claims. Notice of revocation must be received in writing by Francisco Velasco, at the Company, at 9797 Aero Drive, Suite 100, San Diego, California 92123, or at, if by email delivery, fvelasco@pricesmart.com, no later than the seventh day (excluding the date of execution) following the execution of this Waiver and Release of Claims. The ADEA release is not effective or enforceable until expiration of the seven-day period. However, the ADEA release becomes fully effective, valid and irrevocable if it has not been revoked within the seven-day period immediately following Executive’s execution of this Waiver and Release of Claims. The Parties agree that if Executive exercises his right to revoke this Waiver and Release of Claims, then he is not entitled to any of the Separation Benefits set forth in the Agreement. This Waiver and Release of Claims shall become effective eight (8) days after Executive’s execution if he has not revoked his signature as herein provided (such date, the “Release Effective Date”).
{signature page follows}
I hereby provide this Waiver and Release of Claims as of the date indicated below and acknowledge that the execution of this Waiver and Release of Claims is in further consideration of the Separation Benefits set forth in the Agreement, to which I acknowledge I would not be entitled if I did not sign this Waiver and Release of Claims. I intend that this Waiver and Release of Claims become a binding agreement by and between me and the Company if I do not revoke my acceptance within seven (7) days.
__________________________________
Wayne Sadin
Dated:
Exhibit 31.1
Certification
I, David N. Price, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of PriceSmart, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 8, 2026 | /s/ DAVID N. PRICE | ||||||
| David N. Price Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
Certification
I, Gualberto Hernandez, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of PriceSmart, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | July 8, 2026 | /s/ GUALBERTO HERNANDEZ | ||||||
| Gualberto Hernandez Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of PriceSmart, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended May 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | July 8, 2026 | /s/ DAVID N. PRICE | ||||||
| David N. Price Chief Executive Officer (Principal Executive Officer) | ||||||||
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of PriceSmart, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended May 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | July 8, 2026 | /s/ GUALBERTO HERNANDEZ | ||||||
| Gualberto Hernandez Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.