UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~February 3028, ~~2025~~2026


o			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

PriceSmart, Inc.

(Exact name of registrant as specified in its charter)


Delaware			33-0628530
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


9797 Aero Drive, Suite 100, San Diego, CA			92123
(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
Common Stock, $0.0001 par value	PSMT	NASDAQ Global Select Market

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.


Yes x			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).


Yes x			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):


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller Reporting Company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes o			No			x

The registrant had 30,~~815~~895,~~417~~879 shares of its common stock, par value $0.0001 per share, outstanding at ~~December~~March 31, ~~2025~~2026.

Table of Contents

PRICESMART, INC.

INDEX TO FORM 10-Q

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	CONSOLIDATED BALANCE SHEETS AS OF NOVEMBER 30, 2025 (UNAUDITED) AND AUGUST 31, 2025	2
	CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2026 (UNAUDITED) AND AUGUST 31, 2025	2
	CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024 - UNAUDITED	4
	CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2026 AND 2025 - UNAUDITED	4
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024 - UNAUDITED	5
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2026 AND 2025 - UNAUDITED	5
	CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024 - UNAUDITED	6
	CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2026 AND 2025 - UNAUDITED	6
	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024 - UNAUDITED	7
	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2026 AND 2025 - UNAUDITED	8
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED	910
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3034
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5462
ITEM 4.	CONTROLS AND PROCEDURES	5463
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	5664
ITEM 1A.	RISK FACTORS	5664
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5664
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	5664
ITEM 4.	MINE SAFETY DISCLOSURES	5664
ITEM 5.	OTHER INFORMATION	5765
ITEM 6.	EXHIBITS	5765

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PriceSmart, Inc.’s (“PriceSmart,” “we,” the “Company” or “our”) unaudited consolidated balance sheet as of ~~November~~February 3028, ~~2025~~2026 and the consolidated balance sheet as of August 31, 2025, the unaudited consolidated statements of income for the three and six months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, the unaudited consolidated statements of comprehensive income for the three and six months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, the unaudited consolidated statements of equity for the three and six months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025, and the unaudited consolidated statements of cash flows for the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 and ~~2024~~2025 are included herein. Also included herein are the notes to the unaudited consolidated financial statements.

Table of Contents

PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	November 30,2025(Unaudited)		August 31,2025
	February 28,2026(Unaudited)		August 31,2025
ASSETS
Current Assets:
Cash and cash equivalents	$	~~206~~156,~~419~~249	$	241,024
Short-term restricted cash	98,~~212~~559		11,061
Short-term investments	~~114~~149,~~160~~712		73,186
Receivables, net of allowance for credit losses of $2 as of November 30, 2025 and August 31, 2025	20,791		17,400
Receivables, net of allowance for credit losses of $2 as of February 28, 2026 and August 31, 2025	22,953		17,400
Merchandise inventories	~~618~~623,~~848~~142		560,730
Prepaid expenses and other current assets	8381,~~189~~305		71,059
Total current assets	1,~~052~~041,~~619~~920		974,460
Long-term restricted cash	3330,~~926~~279		33,206
Property and equipment, net	1,~~035~~071,~~967~~674		996,281
Operating lease right-of-use assets, net	~~119~~125,~~859~~744		113,479
Goodwill	43,~~240~~263		43,238
Deferred tax assets	4244,~~008~~468		41,229
Other non-current assets (includes $552 and $701 as of November 30, 2025 and August 31, 2025, respectively, for the fair value of derivative instruments)	66,279		60,375
Other non-current assets (includes $488 and $701 as of February 28, 2026 and August 31, 2025, respectively, for the fair value of derivative instruments)	79,410		60,375
Investment in unconsolidated affiliates	—		6,889
Total Assets	$	2,~~393~~436,~~898~~758	$	2,269,157
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings	$	73,~~701~~981	$	12,286
Accounts payable	~~571~~556,~~578~~342		506,949
Accrued salaries and benefits	4244,~~327~~875		52,478
Deferred income	4449,~~879~~903		43,061
Income taxes payable	64,~~086~~816		7,265
Other accrued expenses and other current liabilities (includes $3,340 and $551 as of November 30, 2025 and August 31, 2025, respectively, for the fair value of derivative instruments)	71,863		57,627
Other accrued expenses and other current liabilities (includes $2,456 and $551 as of February 28, 2026 and August 31, 2025, respectively, for the fair value of derivative instruments)	81,509		57,627
Operating lease liabilities, current portion	78,~~868~~129		7,930
Long-term debt, current portion	36,598		38,675
Dividends payable	21,683		—
Total current liabilities	788,900		726,271
Long-term debt, current portion	34,004		38,675
Deferred tax liability	653		1,100
Total current liabilities	805,242		726,271
Long-term income taxes payable, net of current portion	5,079		4,424
Deferred tax liability	764		1,100
Long-term operating lease liabilities	129,268		122,244
Long-term income taxes payable, net of current portion	4,489		4,424
Long-term debt, net of current portion	143,735		147,922
Long-term operating lease liabilities	134,835		122,244
Other long-term liabilities (includes $7,269 and $6,196 for the fair value of derivative instruments and $14,203 and $13,628 for post-employment plans as of November 30, 2025 and August 31, 2025, respectively)	21,473		19,824
Long-term debt, net of current portion	129,148		147,922
Total Liabilities	1,089,108		1,021,785
Other long-term liabilities (includes $5,013 and $6,196 for the fair value of derivative instruments and $14,352 and $13,628 for post-employment plans as of February 28, 2026 and August 31, 2025, respectively)	29,241		19,824
Total Liabilities	1,103,719		1,021,785

Table of Contents

Stockholders' Equity:
Common stock $0.0001 par value, 45,000,000 shares authorized; 32,799,742 and 32,688,047 shares issued and 30,816,360 and 30,745,833 shares outstanding (net of treasury shares) as of November 30, 2025 and August 31, 2025, respectively	3		3
Common stock $0.0001 par value, 45,000,000 shares authorized; 32,852,656 and 32,688,047 shares issued and 30,895,879 and 30,745,833 shares outstanding (net of treasury shares) as of February 28, 2026 and August 31, 2025, respectively	3		3
Additional paid-in capital	~~535~~536,~~032~~554		529,354
Accumulated other comprehensive loss	(~~144~~123,~~796~~496)		(161,439)
Retained earnings	1,~~039~~045,~~592~~373		999,426
Less: treasury stock at cost, 1,983,382 shares as of November 30, 2025 and 1,942,214 shares as of August 31, 2025	(125,041)		(119,972)
Less: treasury stock at cost, 1,956,777 shares as of February 28, 2026 and 1,942,214 shares as of August 31, 2025	(125,395)		(119,972)
Total Stockholders' Equity	1,~~304~~333,~~790~~039		1,247,372
Total Liabilities and Equity	$	2,~~393~~436,~~898~~758	$	2,269,157

See accompanying notes.

Table of Contents

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED—AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

	Three Months Ended				Six Months Ended
	November 30,2025		November 30,2024
	February 28,2026		February 28,2025		February 28,2026		February 28,2025
Revenues:
Net merchandise sales	$	1,~~353~~466,~~796~~530	$	1,~~223~~334,~~859~~555	$	2,820,326	$	2,558,414
Export sales	~~127~~359		93,~~618~~987		486		13,605
Membership income	2324,~~420~~459		20,~~199~~915		47,879		41,114
Other revenue and income	54,~~386~~180		4,~~268~~429		9,566		8,697
Total revenues	1,~~382~~495,~~729~~528		1,~~257~~363,~~944~~886		2,878,257		2,621,830
Operating expenses:
Cost of goods sold:
Net merchandise sales	1,~~138~~230,~~182~~128		1,~~029~~126,~~877~~335		2,368,310		2,156,212
Export sales	~~162~~327		93,~~013~~800		489		12,813
Selling, general and administrative:
Warehouse club and other operations	~~131~~139,~~815~~464		~~117~~124,~~855~~232		271,279		242,087
General and administrative	49,~~308~~742		4243,~~565~~034		99,050		85,599
Pre-opening expenses	245		22293		47		315
Loss on disposal of assets	~~333~~402		~~352~~922		735		1,274
Total operating expenses	1,~~319~~420,~~802~~108		1,~~199~~298,~~684~~616		2,739,910		2,498,300
Operating income	6275,~~927~~420		5865,~~260~~270		138,347		123,530
Other income (expense):
Interest income	23,~~949~~632		2,~~220~~735		6,581		4,955
Interest expense	(43,~~420~~959)		(2,~~695~~538)		(8,379)		(5,233)
Other expense, net	(58,~~761~~405)		(65,~~856~~306)		(14,166)		(12,162)
Total other expense	(78,~~232~~732)		(75,~~331~~109)		(15,964)		(12,440)
Income before provision for income taxes and loss of unconsolidated affiliates	5566,~~695~~688		5060,~~929~~161		122,383		111,090
Provision for income taxes	(1517,~~529~~597)		(1316,~~496~~384)		(33,126)		(29,880)
Loss of unconsolidated affiliates	—		(517)		—		(22)
Net income	$	4049,~~166~~091	$	3743,~~428~~760	$	89,257	$	81,188
Net income per share available for distribution:
Basic	$	1.2962	$	1.2145	$	2.91	$	2.66
Diluted	$	1.2962	$	1.2145	$	2.91	$	2.66
Shares used in per share computations:
Basic	30,~~173~~226		30,~~019~~063		30,199		30,041
Diluted	30,~~180~~245		30,~~020~~068		30,212		30,044

See accompanying notes.

Table of Contents

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED—AMOUNTS IN THOUSANDS)

	Three Months Ended				Six Months Ended
	November 30,2025		November 30,2024
	February 28,2026		February 28,2025		February 28,2026		February 28,2025
Net income	$	4049,~~166~~091	$	3743,~~428~~760	$	89,257	$	81,188
Other Comprehensive Income, net of tax:
Other comprehensive income, net of tax:
Foreign currency translation adjustments (1)	1518,~~526~~866		(27,~~853)~~345		34,392		4,492
Defined benefit pension plan:
Net gain (loss) arising during period	3		(71)		6		(8)
Amortization of prior service cost and actuarial gains included in net periodic pensions cost	43		7857		86		135
Total defined benefit pension plan	46		7156		92		127
Derivative instruments: (2)
Unrealized gains (losses) on change in derivative obligations	3,556		(238)
Unrealized gains on change in derivative obligations	698		2,919		4,254		2,681
Unrealized losses on change in fair value of interest rate swaps	(2,485)		(2,140)
Unrealized gains (losses) on change in fair value of interest rate swaps	1,690		(4,170)		(795)		(6,310)
Amounts reclassified from accumulated other comprehensive income to other expense, net for settlement of derivatives	—		~~2,144~~816		—		2,960
Total derivative instruments	12,~~071~~388		(~~234~~435)		3,459		(669)
Other comprehensive income (loss)	16,643		(3,016)
Other comprehensive income	21,300		6,966		37,943		3,950
Comprehensive income	$	5670,~~809~~391	$	3450,~~412~~726	$	127,200	$	85,138

(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 are 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.

Table of Contents

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED—AMOUNTS IN THOUSANDS)

	Three Months Ended
	Common Stock			AdditionalPaid-inCapital		AccumulatedOtherComprehensiveLoss		RetainedEarnings		Treasury Stock			TotalEquity
	Shares	Amount								Shares	Amount
Balance at August 31, 2024	32,571	$	3	$	514,542	$	(164,590)	$	890,272	1,935	$	(117,262)	$	1,122,965
Purchase of treasury stock	—	—		—		—		—		36	(3,292)		(3,292)
Issuance of restricted stock awards	66	—		—		—		—		—	—		—
Forfeiture of restricted stock awards	(3)	—		—		—		—		—	—		—
Stock-based compensation	—	—		4,493		—		—		—	—		4,493
Net income	—	—		—		—		37,428		—	—		37,428
Other comprehensive loss	—	—		—		(3,016)		—		—	—		(3,016)
Balance at November 30, 2024	32,634	$	3	$	519,035	$	(167,606)	$	927,700	1,971	$	(120,554)	$	1,158,578
Balance at August 31, 2025	32,688	$	3	$	529,354	$	(161,439)	$	999,426	1,942	$	(119,972)	$	1,247,372
Purchase of treasury stock	—	—		—		—		—		27	(2,460)		(2,460)
Purchase of treasury stock	—	—		—		—		—		41	(5,069)		(5,069)
Issuance of treasury stock	(65)	—		(4,000)		—		—		(65)	4,000		—
Issuance of restricted stock awards	~~154~~123	—		—		—		—		—	—		—
Forfeiture of restricted stock awards	(422)	—		—		—		—		—	—		—
Stock-based compensation	—	—		54,~~678~~529		—		—		—	—		54,~~678~~529
Net income	—	—		—		—		40,166		—	—		40,166
Dividend paid to stockholders	—	—		—		—		(19,376)		—	—		(19,376)
Other comprehensive income	—	—		—		16,643		—		—	—		16,643
Dividend payable to stockholders	—	—		—		—		(19,411)		—	—		(19,411)
Net income	—	—		—		—		43,760		—	—		43,760
Other comprehensive income	—	—		—		6,966		—		—	—		6,966
Balance at February 28, 2025	32,690	$	3	$	519,564	$	(160,640)	$	932,673	1,933	$	(119,014)	$	1,172,586
Balance at November 30, 2025	32,800	$	3	$	535,032	$	(144,796)	$	1,039,592	1,983	$	(125,041)	$	1,304,790
Purchase of treasury stock	—	—		—		—		—		27	(3,733)		(3,733)
Issuance of treasury stock	(53)	—		(3,379)		—		—		(53)	3,379		—
Issuance of restricted stock awards	108	—		—		—		—		—	—		—
Forfeiture of restricted stock awards	(2)	—		—		—		—		—	—		—
Stock-based compensation	—	—		4,901		—		—		—	—		4,901
Dividend paid to stockholders	—	—		—		—		(21,627)		—	—		(21,627)
Dividend payable to stockholders	—	—		—		—		(21,683)		—	—		(21,683)
Net income	—	—		—		—		49,091		—	—		49,091
Other comprehensive income	—	—		—		21,300		—		—	—		21,300
Balance at February 28, 2026	32,853	$	3	$	536,554	$	(123,496)	$	1,045,373	1,957	$	(125,395)	$	1,333,039

See accompanying notes.

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PRICESMART, INC.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~EQUITY

(UNAUDITED—AMOUNTS IN THOUSANDS)

	Three Months Ended
	Six Months Ended
	November 30,2025		November 30,2024
	Common Stock				AdditionalPaid-inCapital		AccumulatedOtherComprehensiveLoss		RetainedEarnings		Treasury Stock			TotalEquity
Operating Activities:
	Shares		Amount								Shares	Amount
Net income	$	40,166	$	37,428
Balance at August 31, 2024	32,571		$	3	$	514,542	$	(164,590)	$	890,272	1,935	$	(117,262)	$	1,122,965
Adjustments to reconcile net income to net cash provided by operating activities:
Purchase of treasury stock	—		—		—		—		—		63	(5,752)		(5,752)
Depreciation and amortization	23,977		20,862
Issuance of treasury stock	(65)		—		(4,000)		—		—		(65)	4,000		—
Loss on sale of property and equipment	333		352
Issuance of restricted stock awards	189		—		—		—		—		—	—		—
Deferred income taxes	(1,502)		907
Forfeiture of restricted stock awards	(5)		—		—		—		—		—	—		—
Equity in losses of unconsolidated affiliates	—		5
Stock-based compensation	—		—		9,022		—		—		—	—		9,022
Gain on sale of joint venture	(594)		—
Dividend paid to stockholders	—		—		—		—		(19,376)		—	—		(19,376)
Stock-based compensation	5,678		4,493
Dividend payable to stockholders	—		—		—		—		(19,411)		—	—		(19,411)
Change in operating assets and liabilities:
Net income	—		—		—		—		81,188		—	—		81,188
Receivables, prepaid expenses and other current assets, non-current assets, accrued salaries and benefits, deferred membership income and other accruals	(540)		(19,269)
Other comprehensive income	—		—		—		3,950		—		—	—		3,950
Merchandise inventories	(58,118)		(57,172)
Balance at February 28, 2025	32,690		$	3	$	519,564	$	(160,640)	$	932,673	1,933	$	(119,014)	$	1,172,586
Accounts payable	61,845		50,924
Balance at August 31, 2025	32,688		$	3	$	529,354	$	(161,439)	$	999,426	1,942	$	(119,972)	$	1,247,372
Net cash provided by operating activities	71,245		38,530
Purchase of treasury stock	—		—		—		—		—		68	(8,802)		(8,802)
Investing Activities:
Issuance of treasury stock	(53)		—		(3,379)		—		—		(53)	3,379		—
Additions to property and equipment	(38,611)		(28,181)
Issuance of restricted stock awards	262		—		—		—		—		—	—		—
Purchases of short-term investments	(66,675)		(38,313)
Forfeiture of restricted stock awards	(44)		—		—		—		—		—	—		—
Proceeds from settlements of short-term investments	25,662		37,147
Stock-based compensation	—		—		10,579		—		—		—	—		10,579
Purchases of long-term investments	(11,882)		—
Dividend paid to stockholders	—		—		—		—		(21,627)		—	—		(21,627)
Proceeds from dissolution of investment in joint venture	1,057		—
Dividend payable to stockholders	—		—		—		—		(21,683)		—	—		(21,683)
Proceeds from disposal of property and equipment	182		41
Net income	—		—		—		—		89,257		—	—		89,257
Net cash used in investing activities	(90,267)		(29,306)
Other comprehensive income	—		—		—		37,943		—		—	—		37,943
Financing Activities:
Balance at February 28, 2026	32,853		$	3	$	536,554	$	(123,496)	$	1,045,373	1,957	$	(125,395)	$	1,333,039
Proceeds from long-term bank borrowings	—		5,441
Repayment of long-term bank borrowings	(6,144)		(19,943)
Proceeds from short-term bank borrowings	3,429		524
Repayment of short-term bank borrowings	(8,366)		(318)
Purchase of treasury stock	(5,069)		(3,292)
Net cash used in financing activities	(16,150)		(17,588)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(562)		8,514
Net increase (decrease) in cash, cash equivalents	(35,734)		150
Cash, cash equivalents and restricted cash at beginning of period	285,291		136,311
Cash, cash equivalents and restricted cash at end of period	$	249,557	$	136,461
Supplemental disclosure of noncash investing activities:
Capital expenditures accrued, but not yet paid	$	3,552	$	4,962
Right-of-use assets obtained in exchange for lease liabilities	7,910		6,355

See accompanying notes.

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PRICESMART, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED—AMOUNTS IN THOUSANDS)


	Six Months Ended
	February 28, 2026		February 28, 2025
Operating Activities:
Net income	$	89,257	$	81,188
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	48,249		42,629
Allowance for credit losses	—		2
Loss on sale of property and equipment	735		1,274
Deferred income taxes	(5,049)		(1,557)
Equity in losses of unconsolidated affiliates	—		22
Gain on sale of joint venture	(594)		—
Stock-based compensation	10,579		9,022
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	6,593		1,339
Merchandise inventories	(62,412)		(21,009)
Accounts payable	45,928		13,475
Net cash provided by operating activities	133,286		126,385
Investing Activities:
Additions to property and equipment	(88,346)		(62,812)
Purchases of short-term investments	(131,604)		(68,248)
Proceeds from settlements of short-term investments	55,053		51,310
Purchases of long-term investments	(11,896)		—
Proceeds from dissolution of investment in joint venture	1,057		—
Proceeds from disposal of property and equipment	6,358		242
Net cash used in investing activities	(169,378)		(79,508)
Financing Activities:
Proceeds from long-term bank borrowings	—		5,441
Repayment of long-term bank borrowings	(23,359)		(28,298)
Proceeds from short-term bank borrowings	3,981		7,574
Repayment of short-term bank borrowings	(12,624)		(318)
Cash dividend payments	(21,627)		(19,376)
Purchase of treasury stock	(8,802)		(5,752)
Net cash used in financing activities	(62,431)		(40,729)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	8,319		3,045
Net increase (decrease) in cash, cash equivalents and restricted cash	(90,204)		9,193
Cash, cash equivalents and restricted cash at beginning of period	285,291		136,311
Cash, cash equivalents and restricted cash at end of period	$	195,087	$	145,504

Supplemental disclosure of noncash investing and financing activities:
Capital expenditures accrued, but not yet paid	$	4,232	$	3,066
Dividends declared but not yet paid	21,683		19,411
Finance right-of-use assets obtained in exchange for lease liabilities	9,764		—
Operating right-of-use assets obtained in exchange for lease liabilities	15,902		6,355

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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 statement of cash flows:

	Three Months Ended
	Six Months Ended
	November 30,2025		November 30,2024
	February 28,2026		February 28,2025
Cash and cash equivalents	$	~~206~~156,~~419~~249	$	~~120~~130,~~943~~363
Short-term restricted cash	98,~~212~~559		3,~~309~~476
Long-term restricted cash	3330,~~926~~279		1211,~~209~~665
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	~~249~~195,~~557~~087	$	~~136~~145,~~461~~504

See accompanying notes.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~November~~February 3028, ~~2025~~2026

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 ~~November~~February 3028, ~~2025~~2026, the Company had 56 warehouse clubs in operation in 12 countries and one U.S. territory (ten in Colombia; nine in Costa Rica; seven each in Panama and Guatemala; five in Dominican Republic; four each in Trinidad and El Salvador; three in Honduras; two each in Nicaragua and Jamaica; and one each in Aruba, Barbados and the United States Virgin Islands), of which the Company owns 100% of the corresponding legal entities (see Note 2 - Summary of Significant Accounting Policies). In addition, the Company plans to open one new warehouse club in La Romana, Dominican Republic in ~~the~~May ~~spring of~~ 2026, one warehouse club in each of Montego Bay and South Camp Road (Kingston), Jamaica in the ~~fall~~summer and winter of 2026, respectively, ~~and~~ one warehouse club in Ciudad Quesada, Costa Rica in the ~~fall~~summer of 2026 and one warehouse club in Villa Nueva, Guatemala in the spring of 2027. Once these ~~four~~five new clubs are open, the Company will operate 6061 warehouse clubs. Our operating segments are 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”).

These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025 (the “2025 Form 10-K”). The interim consolidated financial statements include the accounts of PriceSmart, Inc., a Delaware corporation, and its subsidiaries. Intercompany transactions between the Company and its subsidiaries have been eliminated in consolidation.

Throughout this Quarterly Report, we refer to various trademarks and trade names that we use in our business. Other trademarks, service marks or trade names referred to in this Quarterly Report are the property of their respective owners.

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 ~~and subsidiaries in which it has a controlling interest~~. 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 ~~inter-company~~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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 ~~quarter~~six months ended ~~November~~February 3028, ~~2025~~2026. The Company used a market-based valuation model to determine the fair value of the two plots of land the Company received atupon 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.

Cash and Cash Equivalents – The Company considers cash and cash equivalents as all cash on deposit, highly liquid investments with a maturity of three months or less at the date of purchase and proceeds due from credit and debit card transactions in the process of settlement. In addition, the Company invests some of our cash in money market funds which are considered equity securities and are held at fair value in Cash and cash equivalents on the consolidated balance sheets. The fair value of money market funds held was $3133.91 million as of ~~November~~February 3028, ~~2025~~2026 and $32.1 million as of August 31, 2025. We receive interest payments from the money market funds, which are recorded in the Interest income line item under the Total other expense caption within the consolidated statements of income.

Restricted Cash – The following table summarizes the restricted cash reported by the Company (in thousands):

	November 30,2025		August 31,2025
	February 28,2026		August 31,2025
Short-term restricted cash	$	98,~~212~~559	$	11,061
Long-term restricted cash	3330,~~926~~279		33,206
Total restricted cash (1)	$	4338,~~138~~838	$	44,267

(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 $23.09 million, and certificates of deposit and/or security deposits in U.S. dollars of approximately $127.31 million with a few of its lenders as compensating balances for several U.S. dollar and euro denominated loans payable over several years. The ~~increase~~change in restricted cash ~~compared to the prior year~~ is primarily due to security deposits related to our financing transactions we entered into in the fourth quarter of fiscal year 2025 to provide additional U.S. dollar liquidity to our Trinidad subsidiary. The certificates of deposit and/or security deposits will be reduced annually commensurate with the loan balances.

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.

Goodwill – Goodwill totaled $43.23 million as of ~~November~~February 3028, ~~2025~~2026 and $43.2 million as of August 31, 2025. The Company reviews reported goodwill at the reporting unit level for impairment. The Company tests goodwill for impairment at least annually or when events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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 $10.43 million and $10.5 million and deferred tax assets of $4.37 million and $3.9 million as of ~~November~~February 3028, ~~2025~~2026 and August 31, 2025, respectively, in this country. While the rules related to refunds of income tax receivables in this country are unclear and complex, the Company has not placed any type of allowance on the recoverability of these tax receivables, deferred tax assets or amounts that may be deemed underpaid, because the Company believes that it is more likely than not that it will ultimately succeed in its refund requests and appeals of these rules.

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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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the VAT receivables reported by the Company (in thousands):

	November 30,2025		August 31,2025
	February 28,2026		August 31,2025
Prepaid expenses and other current assets	$	8,~~646~~217	$	7,387
Other non-current assets	2628,~~237~~679		28,431
Total amount of VAT receivables reported	$	3436,~~883~~896	$	35,818

The following table summarizes the income tax receivables reported by the Company (in thousands):

	November 30,2025		August 31,2025
	February 28,2026		August 31,2025
Prepaid expenses and other current assets	$	2932,~~078~~413	$	25,169
Other non-current assets	2122,~~268~~295		23,181
Total amount of income tax receivables reported	$	5054,~~346~~708	$	48,350

Lease Accounting – The Company’s leases are operating and finance leases for warehouse clubs and non-warehouse club facilities such as corporate headquarters, 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 second quarter of fiscal year 2026, the Company entered into a finance lease for land to construct a new club. The finance lease resulted in the recognition of a right-of-use asset and corresponding lease liability of approximately $9.9 million as of February 28, 2026. The Company ~~does~~currently has no current portion of the liability as the payments over the next twelve months do not ~~have~~exceed ~~finance~~the ~~leases~~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). The lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. 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~~The ~~Inventories~~lease –expense ~~Merchandise~~for ~~inventories,~~minimum ~~which~~lease ~~include~~payments ~~merchandise~~under ~~for~~operating ~~resale,~~leases ~~are~~is ~~valued~~recognized aton a straight-line basis over the ~~lower~~lease ofterm. ~~cost~~The ~~(average~~lease ~~cost)~~expense orfor ~~net~~minimum ~~realizable~~lease ~~value.~~payments ~~The~~under ~~Company~~finance ~~provides~~leases ~~for~~is ~~estimated~~recognized ~~inventory~~as ~~losses~~amortization of the ROU asset and ~~obsolescence~~interest ~~based~~expense on athe ~~percentage~~related oflease ~~sales~~liability. The ~~provision~~amortization expense is ~~adjusted~~recognized ~~every~~on ~~reporting~~a ~~period~~straight-line tobasis ~~reflect~~over the ~~trend~~lease term based on the initial balance of ~~actual~~the ~~physical~~ROU ~~inventory~~asset and ~~cycle~~is ~~count~~included ~~results~~within Selling, general and administrative expenses on the consolidated statements of income. InThe ~~addition~~interest expense is calculated using the effective interest method, applying the ~~Company~~initial ~~may~~incremental beborrowing ~~required~~rate to ~~take~~the ~~markdowns~~outstanding ~~below~~lease liability at the ~~carrying~~start ~~cost~~of the period, and is included within Interest expense on the consolidated statements of ~~certain~~income. ~~inventory~~Variable tolease ~~expedite~~payments are not included in the ~~sale~~calculation of ~~such~~the ~~merchandise~~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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 statement 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.

Treasury Stock – Shares of common stock repurchased by the Company are recorded at cost, including transaction costs and excise taxes, as treasury stock and result in the reduction of stockholders’ equity in the Company’s consolidated balance sheets. The Company may reissue these treasury shares as part of its stock-based compensation programs or in other transactions. When treasury shares are reissued, the Company uses the first in/first out (“FIFO”) cost method for determining cost of the reissued shares. If the issuance price is higher than the cost, the excess of the issuance price over the cost is credited to additional paid-in capital (“APIC”). If the issuance price is lower than the cost, the difference is first charged against any credit balance in APIC from treasury stock, and the balance is charged to retained earnings. During the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, the Company ~~did~~reissued ~~not~~approximately ~~reissue~~53,000 ~~any~~ treasury shares upon vesting of restricted stock units and the award of restricted stock.

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 nonrecurring 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.

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 cash flow hedges (interest rate swaps and 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 impairment of such non-financial assets was recorded.14

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 a high degree of risk reduction and correlation. 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. These instruments are considered effective hedges and are recorded using hedge accounting. 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. These instruments are also considered to be effective hedges and are recorded using hedge accounting. Under cash flow hedging, the entire gain or loss of the derivative, calculated as the net present value of the future cash flows, is reported on the consolidated balance sheets in accumulated other comprehensive loss. Amounts recorded in accumulated other comprehensive loss are released to earnings in the same period that the hedged transaction impacts consolidated earnings. Refer to “Note 8 - Derivative Instruments and Hedging Activities” for information on the fair value of interest rate swaps and cross-currency interest rate swaps as of ~~November~~February 3028, ~~2025~~2026 and August 31, 2025.

Fair Value Instruments. 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. The contracts are intended primarily to economically address exposure to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. Currently, these contracts are treated for accounting purposes as fair value instruments 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 valued 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. These contracts do not contain any credit-risk-related contingent features and are limited to less than one year in duration.

~~Revenue Recognition – The accounting policies and other disclosures such as the disclosure of disaggregated revenues are described in “Note 3 – Revenue Recognition.”~~15

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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.

1516

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 ~~(loss)~~ for these local currency denominated accounts for the three and six months ended ~~November~~February 3028, ~~2025~~2026 and ~~November~~February 3028, ~~2024~~2025 (in thousands):

	Three Months Ended				Six Months Ended
	November 30,2025		November 30,2024
	February 28,2026		February 28,2025		February 28,2026		February 28,2025
Effect on other comprehensive income (loss) due to foreign currency restatement	$	15,526	$	(2,853)
Effect on other comprehensive income due to foreign currency restatement	$	18,866	$	7,345	$	34,392	$	4,492

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

Six Months Ended

November 30,2025

November 30,2024

February 28,2026

February 28,2025

February 28,2026

February 28,2025

Currency loss

(68,~~240~~289)

(65,~~718~~188)

(14,529)

(11,906)

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. ~~Early adoption is permitted.~~ The Company expects to adopt ASU No. 2023-09 for our annual reporting for the fiscal year ending on August 31, 2026. The Company is evaluating the impact on the Company's consolidated financial statements.

FASB ASC 220 ASU 2024-03—Income Statement (Topic 220): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-0403, 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 ~~has~~is ~~not~~evaluating ~~yet completed its assessment of~~ the impact ~~of ASU No. 2024-03~~ on the Company's consolidated financial statements.

~~NOTE 3 – REVENUE RECOGNITION~~17

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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 has not yet completed its assessment of the impact of ASU No. 2025-06 on the Company's consolidated financial statements.

NOTE 3 – REVENUE RECOGNITION

Performance Obligations

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. ~~The~~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.

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 sheet. 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.18

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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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
	November 30,2025		August 31,2025
	February 28,2026		August 31,2025
Deferred membership income	$	4348,~~443~~346	$	41,739
Other contract performance liabilities	$	3141,~~165~~472	$	20,327

Disaggregated Revenues

In the following table, net merchandise sales are disaggregated by merchandise category (in thousands):

	Three Months Ended				Six Months Ended
	November 30,2025		November 30,2024
	February 28,2026		February 28,2025		February 28,2026		February 28,2025
Foods & Sundries	$	~~637~~669,~~957~~441	$	~~579~~626,~~999~~163	$	1,307,398	$	1,206,070
Fresh Foods	~~415~~454,~~575~~902		~~366~~403,~~284~~829		870,477		770,004
Hardlines	~~144~~162,~~925~~569		~~144~~155,~~195~~260		307,494		299,433
Softlines	8299,~~359~~810		6778,~~888~~262		182,169		146,129
Food Service and Bakery	5965,~~471~~317		5458,~~030~~214		124,788		112,233
Health Services	1314,~~509~~491		1112,~~463~~827		28,000		24,545
Net Merchandise Sales	$	1,~~353~~466,~~796~~530	$	1,~~223~~334,~~859~~555	$	2,820,326	$	2,558,414

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

18The following table sets forth the computation of net income per share for the three and six months ended February 28, 2026 and February 28, 2025 (in thousands, except per share amounts):


	Three Months Ended				Six Months Ended
	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Net income	$	49,091	$	43,760	$	89,257	$	81,188
Less: Allocation of income to unvested stockholders	(181)		(155)		(1,351)		(1,180)
Net income available for distribution	$	48,910	$	43,605	$	87,906	$	80,008
Basic weighted average shares outstanding	30,226		30,063		30,199		30,041
Add dilutive effect of performance stock units (two-class method)	19		5		13		3
Diluted average shares outstanding	30,245		30,068		30,212		30,044
Basic net income per share	$	1.62	$	1.45	$	2.91	$	2.66
Diluted net income per share	$	1.62	$	1.45	$	2.91	$	2.66

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the computation of net income per share for the three months ended November 30, 2025 and November 30, 2024 (in thousands, except per share amounts):

	Three Months Ended
	November 30,2025		November 30,2024
Net income	$	40,166	$	37,428
Less: Allocation of income to unvested stockholders	(1,227)		(1,043)
Net income available for distribution	$	38,939	$	36,385
Basic weighted average shares outstanding	30,173		30,019
Add dilutive effect of performance stock units (two-class method)	7		1
Diluted average shares outstanding	30,180		30,020
Basic net income per share	$	1.29	$	1.21
Diluted net income per share	$	1.29	$	1.21

NOTE 5 – STOCKHOLDERS’ EQUITY

Dividends

~~No dividends were declared by the Company’s Board of Directors during the first three months of fiscal year 2026.~~ The following table summarizes the dividends declared and paid during fiscal ~~year~~years 2026 and 2025 (amounts are per share):

First Payment

~~Second Payment~~

Second Payment

Declared

Amount

RecordDate

DatePaid

~~Amount~~DatePayable

~~RecordDate~~Amount

~~DatePaid~~RecordDate

DatePaid

~~Amount~~

DatePayable

Amount

2/6/2025

1.26

2/18/2025

2/28/2025

$N/A

~~0.63~~

~~8/15/2025~~$

0.63

8/2915/2025

8/29/2025

~~0.63~~

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 65, ~~2025~~2026, the Company’s Board of Directors declared an annual cash dividend in the total amount of $1.2640 per share, with $0.6370 per share paid on February 2827, ~~2025~~2026 to stockholders of record as of February 1817, ~~2025~~2026 and $0.6370 per share ~~paid~~payable on August 2931, ~~2025~~2026 to stockholders of record as of August 1517, ~~2025~~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.

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, September 1, 2025	$	(161,439)
Beginning balance, December 1, 2025	$	(144,796)
Foreign currency translation adjustments	1518,~~526~~866
Defined benefit pension plans (1)	46
Derivative instruments (2)	12,~~071~~388
Ending balance, November 30, 2025	$	(144,796)
Ending balance, February 28, 2026	$	(123,496)


	Amount
Beginning balance, December 1, 2024	$	(167,606)
Foreign currency translation adjustments	7,345
Defined benefit pension plans (1)	56
Derivative instruments (2)	(435)
Ending balance, February 28, 2025	$	(160,640)

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Amount
Beginning balance, September 1, 2025	$	(161,439)
Foreign currency translation adjustments	34,392
Defined benefit pension plans (1)	92
Derivative instruments (2)	3,459
Ending balance, February 28, 2026	$	(123,496)
	Amount
Beginning balance, September 1, 2024	$	(164,590)
Foreign currency translation adjustments	(24,~~853)~~492
Defined benefit pension plans (1)	71127
Derivative instruments (2)	(~~234~~669)
Ending balance, November 30, 2024	$	(167,606)
Ending balance, February 28, 2025	$	(160,640)
	Amount
Beginning balance, September 1, 2024	$	(164,590)
Foreign currency translation adjustments	3,879
Defined benefit pension plans (1)	275
Derivative instruments (2)	(1,274)
Amounts reclassified from accumulated other comprehensive loss	271
Ending balance, August 31, 2025	$	(161,439)

	Amount
Beginning balance, September 1, 2024	$	(164,590)
Foreign currency translation adjustments	3,879
Defined benefit pension plans (1)	275
Derivative instruments (2)	(1,274)
Amounts reclassified from accumulated other comprehensive loss	271
Ending balance, August 31, 2025	$	(161,439)

(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."

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):

	November 30,2025		August 31,2025
	February 28,2026		August 31,2025
Retained earnings not available for distribution	$	9,~~712~~756	$	9,741

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

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 November 30, 2025 and August 31, 2025, the Company has recorded within other accrued expenses and other current liabilities a total of $1.1 million, for various non-income tax-related tax contingencies.23

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 $10.4 million and $10.5 million and deferred tax assets of $4.3 million and $3.9 million as of November 30, 2025 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.

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 February 28, 2026 and August 31, 2025, the Company has recorded within other accrued expenses and other current liabilities a total of $1.2 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 $4.7 million and $3.9 million as of February 28, 2026 and August 31, 2025, respectively, in this country.

Other Commitments

The Company is committed to non-cancelable construction service obligations for various warehouse club developments and expansions. As of ~~November~~February 3028, ~~2025~~2026 and August 31, 2025, the Company had approximately $837.50 million and $11.5 million, respectively, in contractual obligations for construction services not yet rendered.

As of ~~November~~February 3028, ~~2025~~2026, the Company has signed ~~two~~one lease ~~agreements~~agreement 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 first 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, which increase annually based on the Consumer Price Index. The Company will also pay variable rent payments if the yearly warehouse sales for the location are in excess of a certain threshold.

~~Additionally,~~A ~~the~~collateralized ~~Company~~incremental ~~signed~~borrowing anrate ~~agreement~~was used to ~~lease~~determine ~~a parcel of land on South Camp Road in Kingston, Jamaica for~~ the ~~construction~~present value of aestimated ~~warehouse~~future ~~club.~~minimum ~~The~~lease ~~Company expects to use approximately $27~~commitments.~~6 million~~ ~~in cash to construct the club.~~ The ~~lease~~present ~~will~~value ~~have an initial term~~ of ~~approximately~~estimated 30future ~~years,~~minimum ~~with two 10-year renewal options, and will begin at the earlier of (i) 15 months after the commencement date of the~~ lease orcommitments ~~(ii)~~for ~~the~~this ~~date the PriceSmart club opens to the public. Under the terms of the~~ lease, ~~the~~is ~~Company~~as ~~will~~follows ~~make~~(in ~~monthly fixed base rent payments that increase annually by 2.75%.~~thousands):

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 two leases are as follows (in thousands):


Twelve Months Ended February 28 (except in case of leap year February 29),	Amount


2028	$	701
2029	1,637
2030	1,596
2031	1,557
2032	1,519
Thereafter	19,634
Total future lease payments	$	26,644

Twelve Months Ended November 30,	Amount
2026	$	280
2027	1,570
2028	2,198
2029	2,127
2030	2,058
Thereafter	27,601
Total future lease payments	$	35,834

From time to time, the Company has entered into general 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 November 30, 2025, the Company had entered into three land purchase agreements that, if completed, would result in the use of approximately $13.9 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.

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~The~~From ~~table~~time ~~below~~to ~~summarizes~~time, the Company has entered into land purchase and land purchase option agreements. The Company’s ~~interest~~land inpurchase aagreements ~~real~~are ~~estate~~typically ~~joint~~subject ~~venture~~to asvarious 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 ~~November~~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 February 3028, ~~2025~~2026, (the Company had entered into four land purchase agreements that, if completed, would result in ~~thousands):~~the use of approximately $30.0 million in cash.

The table below summarizes the Company’s interest in a real estate joint venture as of February 28, 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.	50	%	$	4,616	$	2,402	$	(129)	$	(6,889)	$	—	$	—	$	—

(1)In the first quarter of fiscal year 2026, the Company dissolved its joint venture in GolfPark Plaza, S.A.

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 Amountof Facilities		Short-termBorrowings		Letters ofCredit		FacilitiesAvailable		Weighted averageinterest rate
November 30, 2025 - Committed	$	75,000	$	—	$	58	$	74,942	—	%
February 28, 2026 - Committed	$	75,000	$	—	$	—	$	75,000	—	%
November 30, 2025 - Uncommitted	96,000		7,701		—		88,299		7.2
February 28, 2026 - Uncommitted	96,000		3,981		—		92,019		3.3
November 30, 2025 - Total	$	171,000	$	7,701	$	58	$	163,241	7.1
February 28, 2026 - Total	$	171,000	$	3,981	$	—	$	167,019	3.3	%
August 31, 2025 - Committed	$	75,000	$	—	$	—	$	75,000	—	%
August 31, 2025 - Uncommitted	96,000		12,286		—		83,714		9.5
August 31, 2025 - Total	$	171,000	$	12,286	$	—	$	158,714	9.5	%

As of ~~November~~February 3028, ~~2025~~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 of these facilities is a committed credit agreement with one bank for $75.0 million. In exchange for the bank’s commitment to fund any drawdowns the Company requests, the Company pays an annual commitment fee of 0.25%, payable quarterly, on any unused portion of this facility. Additionally, the Company has uncommitted facilities in most of the countries where it operates, with drawdown requests subject to approval by the individual banks each time a drawdown is requested.

~~The following table provides the changes in long-term debt for the three months ended November 30, 2025:~~ 25

(Amounts in thousands)	Current portion of long-term debt		Long-term debt (net of current portion)		Total
Balances as of August 31, 2025	$	38,675	$	147,922	$	186,597	(1)
Repayments of long-term debt	(2,113)		(4,031)		(6,144)
Reclassifications of long-term debt due in the next 12 months	78		(78)		—
Translation adjustments on foreign currency debt of subsidiaries whose functional currency is not the U.S. dollar (2)	(42)		(78)		(120)
Balances as of November 30, 2025	$	36,598	$	143,735	$	180,333	(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.

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table provides the changes in long-term debt for the six months ended February 28, 2026:


(Amounts in thousands)	Current portion of long-term debt		Long-term debt (net of current portion)		Total
Balances as of August 31, 2025	$	38,675	$	147,922	$	186,597	(1)





Repayments of long-term debt	(4,799)		(18,560)		(23,359)
Reclassifications of long-term debt due in the next 12 months	138		(138)		—
Translation adjustments on foreign currency debt of subsidiaries whose functional currency is not the U.S. dollar (2)	(10)		(76)		(86)
Balances as of February 28, 2026	$	34,004	$	129,148	$	163,152	(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 $~~171~~157.18 million. The carrying amount of cash assets assigned as collateral for these loans was $3429.15 million.

As of ~~November~~February 3028, ~~2025~~2026 and August 31, 2025, the Company had approximately $7369.51 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 November 30,	Amount
Twelve Months Ended Feb 28 (except in case of leap year February 29),	Amount
2026	$	36,598
2027	$	34,004
2027	57,109
2028	55,845
2028	26,119
2029	20,510
2029	18,019
2030	11,337
2030	3,162
2031	3,034
Thereafter	3938,~~326~~422
Total	$	~~180~~163,~~333~~152

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.

In addition, the Company is exposed to foreign currency and interest rate cash flow exposure related to non-functional currency long-term debt of one of its wholly owned subsidiaries. To manage this foreign currency and interest rate cash flow exposure, 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.

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

These derivative instruments (cash flow hedging instruments) are designated and qualify as cash flow hedges, with the entire gain or loss on the derivative reported as a component of other comprehensive income (loss). Amounts are deferred in other comprehensive income (loss) and reclassified into earnings in the same income statement line item that is used to present the earnings effect of the hedged item when the hedged item affects 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 (NDFs) that are intended to offset changes in cash flow attributable to currency exchange movements. These contracts are intended primarily to economically address exposure to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar. Currently, these contracts do not qualify for derivative hedge accounting. 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. These contracts do not contain any credit-risk-related contingent features.

24Cash Flow Hedges

As of February 28, 2026, all of the Company’s interest rate swap and cross-currency interest rate swap derivative financial instruments are designated and qualify as cash flow hedges. The Company formally documents the hedging relationships for its derivative instruments that qualify for hedge accounting.

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~Cash~~The ~~Flow~~following ~~Hedges~~table summarizes agreements for which the Company has recorded cash flow hedge accounting for the six months ended February 28, 2026:

As of November 30, 2025, all of the Company’s interest rate swap and cross-currency interest rate swap derivative financial instruments are designated and qualify as cash flow hedges. The Company formally documents the hedging relationships for its derivative instruments that qualify for hedge accounting.

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

$18,700,000

PriceSmart, Inc.

6.00%

10.91

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

$10,000,000

PriceSmart, Inc.

3.00%

7.61

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

$12,500,000

PriceSmart, Inc.

4.00%

9.15

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

$10,000,000

PriceSmart, Inc.

5.00%

11.27

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

$10,000,000

PriceSmart, Inc.

4.00%

11.40

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

$10,000,000

PriceSmart, Inc.

3.00%

9.04

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

$12,500,000

Fifth Third Bank, National Association

Variable rate 1-month SOFR

4.02

1st day of each month beginning on July 1, 2025

June 16, 2025 - June 16, 2035

Panama subsidiary

11-Jul-24

Bank of Nova Scotia ("Scotiabank")

Interest rate swap

$16,500,000

Bank of Nova Scotia

3-month SOFR with a 2.95% floor

4.43

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

$35,700,000

U.S. Bank

Variable rate 3-month SOFR plus 1.70%

3.65

1st day of each month beginning on April 1, 2017

March 1, 2017 - March 1, 2027

~~The following table summarizes agreements for which the Company has recorded cash flow hedge accounting for the three months ended November 30, 2025:~~ 28

Entity

DateEnteredinto

DerivativeFinancialCounter-party

DerivativeFinancialInstruments

InitialUS$NotionalAmount

US$Loan Held With

Floating Leg(swapcounter-party)

Fixed Ratefor PSMTSubsidiary

SettlementDates

EffectivePeriod of swap

Colombia subsidiary

25-Nov-24

Citibank, N.A. ("Citi")

Cross currency interest rate swap

$18,700,000

PriceSmart, Inc.

6.00%

10.91

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

$10,000,000

PriceSmart, Inc.

3.00%

7.61

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

$12,500,000

PriceSmart, Inc.

4.00%

9.15

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

$10,000,000

PriceSmart, Inc.

5.00%

11.27

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

$10,000,000

PriceSmart, Inc.

4.00%

11.40

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

$10,000,000

PriceSmart, Inc.

3.00%

9.04

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

$12,500,000

Fifth Third Bank, National Association

Variable rate 1-month SOFR

4.02

1st day of each month beginning on July 1, 2025

Jun 16, 2025 - June 16, 2035

Panama subsidiary

11-Jul-24

Bank of Nova Scotia ("Scotiabank")

Interest rate swap

$16,500,000

Bank of Nova Scotia

3-month SOFR with a 2.95% floor

4.43

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

$35,700,000

U.S. Bank

Variable rate 3-month SOFR plus 1.70%

3.65

1st day of each month beginning on April 1, 2017

March 1, 2017 - March 1, 2027

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the three and six months ended ~~November~~February 3028, ~~2025~~2026 and ~~November~~February 3028, ~~2024~~2025, the Company included the gain or loss on the hedged items ~~(that is, variable-rate borrowings)~~ in the same line item—interest expense—as the offsetting gain or loss on the related interest rate swaps as follows (in thousands):

Income Statement Classification	Interest expense on borrowings (1)		Cost of swaps (2)		Total
Interest expense for the three months ended November 30, 2025	$	854	$	1,121	$	1,975
Interest expense for the three months ended February 28, 2026	$	740	$	1,139	$	1,879
Interest expense for the three months ended November 30, 2024	$	1,225	$	397	$	1,622
Interest expense for the three months ended February 28, 2025	$	699	$	828	$	1,527
Interest expense for the six months ended February 28, 2026	$	1,594	$	2,260	$	3,854
Interest expense for the six months ended February 28, 2025	$	1,924	$	1,225	$	3,149

(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 interest rate swaps and cross-currency swaps designated as cash flow hedging instruments.

The total notional balance of the Company’s ~~pay-fixed/receive-variable~~ interest rate swaps and cross-currency interest rate swaps was as follows (in thousands):

	Notional Amount as of
Floating Rate Payer (Swap Counterparty)	~~November~~February 3028,~~2025~~2026		August 31,2025
U.S. Bank	$	2726,~~200~~881	$	27,519
Fifth Third Bank, National Association	12,500		12,500
Citibank N.A.	71,200		71,200
Scotiabank	1615,~~171~~992		16,337
Total	$	~~127~~126,~~071~~573	$	127,556

Derivatives listed on the table below were designated as cash flow hedging instruments. The table summarizes the effect of the fair value of interest rate swap and cross-currency interest rate swap derivative instruments that qualify for derivative hedge accounting and its associated tax effect on accumulated other comprehensive income/(loss) (in thousands):

		November 30, 2025						August 31, 2025
		February 28, 2026						August 31, 2025
Derivatives designated as cash flow hedging instruments	Balance SheetClassification	FairValue		Net TaxEffect		NetOCI		FairValue		Net TaxEffect		NetOCI
Cross-currency interest rate swaps	Other non-current ~~liabilities~~assets	$	~~(2,556)~~48	$	~~895~~(16)	$	~~(1,661)~~32	$	—	$	—	$	—
Cross-currency interest rate swaps	Other ~~long-term~~current liabilities	(62,~~356~~101)		~~2,225~~735		(41,~~131~~366)		~~(5,381)~~—		~~1,884~~—		~~(3,497)~~—
Interest rate swaps	Other non-current assets	552		(123)		429		701		(157)		544
Cross-currency interest rate swaps	Other long-term liabilities	(3,969)		1,389		(2,580)		(5,381)		1,884		(3,497)
Interest rate swaps	Other ~~long~~non-~~term~~current ~~liabilities~~assets	~~(913)~~440		~~230~~(99)		~~(683)~~341		~~(815)~~701		~~207~~(157)		~~(608)~~544
Net fair value of derivatives designated as hedging instruments		$	(9,273)	$	3,227	$	(6,046)	$	(5,495)	$	1,934	$	(3,561)
Interest rate swaps	Other long-term liabilities	(1,044)		261		(783)		(815)		207		(608)
Net fair value of derivatives designated as hedging instruments		$	(6,626)	$	2,270	$	(4,356)	$	(5,495)	$	1,934	$	(3,561)

2629

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value Instruments

From time to time the Company enters into non-deliverable forward foreign-exchange contracts. These contracts are treated for accounting purposes as fair value contracts 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 primarily to economically hedge exposure to U.S. dollar merchandise inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the U.S. dollar.

The following table summarizes the non-deliverable forward foreign exchange contracts that are open as of ~~November~~February 3028, ~~2025~~2026:

Financial Derivative(Counterparty)

Subsidiary

DatesEntered into (Range)

Derivative FinancialInstrument

Total NotionalAmounts(in thousands)

Settlement Dates (Range)

Citibank, N.A. ("Citi")

Colombia

2025-~~May~~Sep-2025 - 2124-~~Nov~~Feb-~~2025~~2026

Forward foreign exchange contracts (USD)

18,000

1926-~~Dec~~Mar-~~2025~~2026 - 2226-~~May~~Aug-2026

Forward derivative gains and (losses) on non-deliverable forward foreign-exchange contracts are included in Other income (expense), net, in the consolidated statements of income in the period of change, but the amounts were immaterial for the three- and six-month periods ended ~~November~~February 3028, ~~2025~~2026 and ~~November~~February 3028, ~~2024~~2025.

NOTE 9 – SEGMENTS

The Company and its subsidiaries are principally engaged in the international operation of membership shopping in 56 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.

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.

2730

Table of Contents

PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables summarize by segment certain revenues, significant expense categories, operating costs and balance sheet items regularly provided to the CODM, (in thousands):

	UnitedStatesOperations		CentralAmericanOperations		Caribbean Operations (1)		Colombia Operations		Reconciling Items (2)		Total
Three Months Ended November 30, 2025
Three Months Ended February 28, 2026
Revenue from external customers	$	~~1,600~~510	$	~~833~~894,~~487~~372	$	~~365~~396,~~308~~517	$	~~182~~204,~~334~~129	$	—	$	1,~~382~~495,~~729~~528
Intersegment revenues	~~546~~557,~~205~~475		8,~~041~~083		2,~~307~~426		2,~~701~~868		(~~559~~570,~~254~~852)		—
Total revenues	~~547~~557,~~805~~985		~~841~~902,~~528~~455		~~367~~398,~~615~~943		~~185~~206,~~035~~997		(~~559~~570,~~254~~852)		1,~~382~~495,~~729~~528
Less (3):
Cost of goods sold	~~162~~327		~~686~~734,~~342~~586		~~299~~325,~~892~~673		~~151~~169,~~948~~869		—		1,~~138~~230,~~344~~455
Intersegment cost of goods sold	~~524~~533,~~518~~405		7,~~833~~884		12,~~698~~384		2,~~647~~811		(~~536~~546,~~696~~484)		—
Warehouse club and other operations	—		7579,~~353~~141		3537,~~824~~705		2022,~~638~~618		—		~~131~~139,~~815~~464
General and administrative (4)	49,~~341~~610		73412		~~163~~155		6612		—		4950,~~643~~189
Intersegment reimbursement of expenses	(2431,~~351~~908)		1619,~~857~~933		79,~~494~~239		—2,736		—		—
Operating income (loss)	(16,~~865)~~551		5560,~~070~~499		2223,~~544~~787		98,~~736~~951		(2224,~~558~~368)		6275,~~927~~420
Interest income from external sources	~~347~~594		1,~~523~~696		1,~~019~~252		6090		—		23,~~949~~632
Interest income from intersegment sources	1,~~303~~348		1,~~709~~605		2—		—		(32,~~014~~953)		—
Interest expense from external sources	(~~443~~413)		(1,~~055~~030)		(1,~~520~~241)		(1,~~402~~275)		—		(43,~~420~~959)
Interest expense from intersegment sources	(1,~~114~~029)		(~~710~~610)		(~~361~~507)		(~~821~~808)		32,~~006~~954		—
Provision for income taxes	(68,~~660~~560)		(56,~~768~~984)		(1,~~617~~372)		(~~1,484~~681)		—		(1517,~~529~~597)
Other segment items (5)	(7782)		(25,~~476~~131)		(32,~~641~~871)		~~433~~(321)		—		(58,~~761~~405)
Net income (loss)	$	(81,~~509~~591)	$	4850,~~293~~045	$	1619,~~426~~048	$	65,~~522~~956	$	(2224,~~566~~367)	$	4049,~~166~~091
Depreciation, property and equipment	(1,960)		(12,177)		(6,123)		(3,717)		—		(23,977)
Depreciation and amortization	(1,986)		(12,222)		(6,373)		(3,691)		—		(24,272)
Long-lived assets (other than deferred tax assets)	100,036		655,472		284,513		216,010		—		1,256,031
Capital expenditures, net	1,941		22,595		22,840		3,039		—		50,415
Goodwill	8,981		24,255		10,004		—		—		43,240
Six Months Ended February 28, 2026
Total assets	264,141		1,216,711		584,714		328,332		—		2,393,898
Revenue from external customers	$	2,111	$	1,727,858	$	761,825	$	386,463	$	—	$	2,878,257
Capital expenditures, net	3,344		14,966		20,599		2,487		—		41,396
Intersegment revenues	1,103,680		16,124		4,733		5,569		(1,130,106)		—
Three Months Ended November 30, 2024
Total revenues	1,105,791		1,743,982		766,558		392,032		(1,130,106)		2,878,257
Revenue from external customers	$	9,618	$	760,296	$	345,382	$	142,648	$	—	$	1,257,944
Intersegment revenues	515,594		9,333		1,825		1,026		(527,778)		—
Total revenues	525,212		769,629		347,207		143,674		(527,778)		1,257,944
Less (3):
Cost of goods sold	~~9,014~~490		~~626~~1,~~283~~420,931		~~282~~625,~~835~~564		~~120~~321,~~758~~814		—		12,~~038~~368,~~890~~799
Intersegment cost of goods sold	~~495~~1,~~426~~057,923		915,~~070~~718		14,~~829~~646		~~988~~5,458		(~~507~~1,~~313~~083,745)		—
Warehouse club and other operations	—		68154,~~058~~494		3373,~~590~~529		1643,~~207~~256		—		~~117~~271,~~855~~279
General and administrative (4)	4298,~~525~~953		~~189~~485		~~134~~318		9176		—		4299,~~939~~832
Intersegment reimbursement of expenses	(2056,~~081~~259)		1336,~~971~~790		616,~~110~~733		—2,736		—		—
Operating income (loss)	(14,~~672)~~684		52115,~~058~~564		2245,~~709~~768		518,~~630~~692		(2046,~~465~~361)		58138,~~260~~347
Interest income from external sources	~~110~~941		13,~~574~~219		~~493~~2,271		43150		—		26,~~220~~581
Interest income from intersegment sources	12,~~708~~652		13,~~482~~313		~~101~~2		—		(35,~~291~~967)		—
Interest expense from external sources	(~~270~~856)		(~~589~~2,084)		(~~491~~2,762)		(12,~~345~~677)		—		(28,~~695~~379)
Interest expense from intersegment sources	(12,~~111~~144)		(~~964~~1,319)		(~~493~~869)		(~~724~~1,629)		35,~~292~~961		—
Provision for income taxes	(415,~~741~~218)		(612,~~847~~753)		(2,~~109~~990)		~~201~~(2,165)		—		(1333,~~496~~126)
Other segment items (5)	~~195~~(158)		(27,~~931~~608)		(26,~~305~~512)		~~(1,820)~~112		—		(614,~~861~~166)
Net income (loss)	$	(510,~~781~~099)	$	4398,~~783~~332	$	1734,~~905~~908	$	112,~~985~~483	$	(2046,~~464~~367)	$	3789,~~428~~257
Depreciation, property and equipment	(1,768)		(10,944)		(5,005)		(3,145)		—		(20,862)
Depreciation and amortization	(3,946)		(24,399)		(12,496)		(7,408)		—		(48,249)
Long-lived assets (other than deferred tax assets)	71100,~~614~~637		~~627~~672,~~942~~512		~~230~~318,~~920~~576		~~186~~215,~~666~~382		—		1,~~117~~307,~~142~~107
Goodwill	8,981		24,250		10,032		—		—		43,263
Total assets	251,031		1,252,791		611,907		321,029		—		2,436,758
Capital expenditures, net	5,285		37,561		43,439		5,526		—		91,811

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill	8,981		24,204		10,030		—		—		43,215
Three Months Ended February 28, 2025
Investment in unconsolidated affiliates	—		6,877		—		—		—		6,877
Revenue from external customers	$	3,987	$	823,871	$	379,866	$	156,162	$	—	$	1,363,886
Total assets	210,842		1,103,690		496,459		276,691		—		2,087,682
Intersegment revenues	492,536		7,688		1,657		1,813		(503,694)		—
Capital expenditures, net	572		15,445		9,890		2,465		—		28,372
Total revenues	496,523		831,559		381,523		157,975		(503,694)		1,363,886
Less (3):
Cost of goods sold	3,801		680,472		313,023		132,839		—		1,130,135
Intersegment cost of goods sold	471,822		7,543		1,606		1,777		(482,748)		—
Warehouse club and other operations	—		71,289		36,089		16,854		—		124,232
General and administrative (4)	42,992		1,185		62		10		—		44,249
Intersegment reimbursement of expenses	(20,781)		13,856		6,503		422		—		—
Operating income (loss)	(1,311)		57,214		24,240		6,073		(20,946)		65,270
Interest income from external sources	546		1,623		511		55		—		2,735
Interest income from intersegment sources	1,415		1,835		100		—		(3,350)		—
Interest expense from external sources	(264)		(608)		(426)		(1,240)		—		(2,538)
Interest expense from intersegment sources	(1,216)		(719)		(544)		(865)		3,344		—
Provision for income taxes	(6,378)		(7,814)		(1,392)		(800)		—		(16,384)
Other segment items (5)	533		(2,329)		(4,162)		635		—		(5,323)
Net income (loss)	$	(6,675)	$	49,202	$	18,327	$	3,858	$	(20,952)	$	43,760
Depreciation, property and equipment	(1,838)		(11,112)		(5,566)		(3,251)		—		(21,767)
Capital expenditures, net	2,060		20,571		7,042		2,999		—		32,672
Six Months Ended February 28, 2025
Revenue from external customers	$	13,605	$	1,584,167	$	725,248	$	298,810	$	—	$	2,621,830
Intersegment revenues	1,008,130		17,021		3,482		2,839		(1,031,472)		—
Total revenues	1,021,735		1,601,188		728,730		301,649		(1,031,472)		2,621,830
Less (3):
Cost of goods sold	12,813		1,306,760		595,855		253,597		—		2,169,025
Intersegment cost of goods sold	967,249		16,613		3,435		2,765		(990,062)		—
Warehouse club and other operations	—		139,347		69,679		33,061		—		242,087
General and administrative (4)	85,520		1,372		196		100		—		87,188
Intersegment reimbursement of expenses	(40,862)		27,827		12,613		422		—		—
Operating income (loss)	(2,985)		109,269		46,952		11,704		(41,410)		123,530
Interest income from external sources	655		3,197		1,004		99		—		4,955
Interest income from intersegment sources	3,123		3,318		201		—		(6,642)		—
Interest expense from external sources	(534)		(1,197)		(917)		(2,585)		—		(5,233)
Interest expense from intersegment sources	(2,328)		(1,683)		(1,037)		(1,588)		6,636		—
Provision for income taxes	(11,118)		(14,661)		(3,502)		(599)		—		(29,880)
Other segment items (5)	729		(5,260)		(6,467)		(1,186)		—		(12,184)
Net income (loss)	$	(12,458)	$	92,983	$	36,234	$	5,845	$	(41,416)	$	81,188
Depreciation, property and equipment	(3,606)		(22,056)		(10,571)		(6,396)		—		(42,629)
Long-lived assets (other than deferred tax assets)	71,123		637,494		228,800		200,425		—		1,137,842
Goodwill	8,981		24,208		10,029		—		—		43,218
Investment in unconsolidated affiliates	—		6,860		—		—		—		6,860
Total assets	213,789		1,106,010		487,795		285,071		—		2,092,665
Capital expenditures, net	2,632		36,016		16,932		5,464		—		61,044
As of August 31, 2025
Long-lived assets (other than deferred tax assets)	$	90,663	$	659,756	$	262,543	$	197,268	$	—	$	1,210,230
Goodwill	8,981		24,254		10,003		—		—		43,238
Investment in unconsolidated affiliates	—		6,889		—		—		—		6,889
Total assets	300,177		1,147,392		534,654		286,934		—		2,269,157

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PRICESMART, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Goodwill	8,981	24,254	10,003	—	—	43,238
Investment in unconsolidated affiliates	—	6,889	—	—	—	6,889
Total assets	300,177	1,147,392	534,654	286,934	—	2,269,157

(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.

(5)Other segment items include other expense, net and loss of unconsolidated affiliates.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated all events subsequent to the balance sheet date as of ~~November~~February 3028, ~~2025~~2026 through the date of issuance of these consolidated financial statements and has determined that, except as set forth below, there are no subsequent events that require disclosure.

29In March 2026, the Company executed a lease agreement for land in Villa Nueva, Guatemala for the purpose of constructing a new warehouse club, which we expect to open in the spring of 2027. The lease agreement will result in the recognition of a lease liability and right-of-use asset of approximately $13.8 million.

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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 ~~November~~February 3028, ~~2025~~2026, we had 56 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 throughout the rest of the world. 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 its supply chain and the back office.

We seek to be an outstanding place to work and provide safe and pleasant working environments for our almost 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’s ~~Aprender y Crecer program,~~ 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 result 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 (1)	Number ofWarehouse Clubs in Operation as of ~~November~~February 3028, ~~2024~~2025	Number ofWarehouse Clubs in Operation as of ~~November~~February 3028, ~~2025~~2026	AnticipatedWarehouse Club Openings in Fiscal Year 2026	AnticipatedWarehouse Club Openings in Fiscal Year 2027
Colombia	10	10	—	—
Costa Rica	8	9	—1	1—
Panama	7	7	—	—
Guatemala	6	7	—	—1
Dominican Republic	5	5	1	—
Trinidad	4	4	—	—
El Salvador	4	4	—	—
Honduras	3	3	—	—
Nicaragua	2	2	—	—
Jamaica	2	2	—1	21
Aruba	1	1	—	—
Barbados	1	1	—	—
U.S. Virgin Islands	1	1	—	—
Totals	54	56	13	32

(1) In July 2025, the Company announced its plans to expand into Chile.

Our ~~member~~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 throughout Latin America and the Caribbean. 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 are the United States, Central America, the Caribbean and Colombia.

In the third quarter of fiscal year 2025, we purchased land for our sixth warehouse club in the Dominican Republic, located in La Romana, approximately 73 miles east from the nearest club in the capital of Santo Domingo. The club will be built on a five-acre property and is anticipated to open in ~~the~~May ~~spring of~~ 2026.

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~~summer 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 the ~~fall~~summer of 2026.

~~Additionally,~~In 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 will be built on a three-acre property and is anticipated to open in the winter of 2026.

~~The~~In ~~opening~~the ~~timeline~~third quarter of fiscal year 2026, we executed a land lease for our ~~anticipated~~eighth ~~Jamaica~~warehouse ~~clubs~~club ~~has~~in ~~been~~Guatemala, ~~adjusted~~located byin ~~approximately~~Villa ~~one~~Nueva, ~~month~~approximately as13 wemiles ~~address~~south from the ~~operational~~nearest ~~disruptions~~club ~~caused~~in bythe ~~Hurricane~~capital ~~Melissa~~of ~~and~~Guatemala ~~support~~City, ~~recovery~~subject ~~efforts~~to ~~across~~ the ~~island~~permits being obtained. WeThe doclub ~~not~~will ~~anticipate~~be ~~any~~built ~~further~~on ~~delays~~a ~~caused~~five-acre byproperty ~~the~~and ~~disruptions~~is ~~from~~anticipated ~~Hurricane~~to ~~Melissa~~open atin ~~this~~the ~~time~~spring of 2027.

Once these ~~four~~five new clubs are open, the Company will operate 6061 warehouse clubs.

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We continue to pursue opportunities to add new warehouse clubs in our existing markets and to assess opportunities in new markets. We are continuing to advance our planned expansion into Chile, which we have identified as a potential market for multiple PriceSmart warehouse clubs. We have entered into executory agreements for two potential sites for two new warehouse clubs in Chile. We have hired local consultants to help us in this process. However, opening PriceSmart warehouse clubs in Chile remains subject to our continuing market analyses, finalizing the agreements of appropriate sites for warehouse clubs, and the receipt of required governmental permits, among other uncertainties. As we continue to advance our land acquisition activities, we have expanded the executive leadership team and entered into a lease for office space in Chile to support these efforts.

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 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, the ~~COVID-19~~disruption ~~pandemic~~of ~~resulted,~~the ~~directly~~global oroil ~~indirectly, in market and~~ supply~~-chain~~ ~~disruptions,~~through ~~which increased~~ the ~~complexity~~Strait of ~~managing~~Hormuz ~~our inventory flow~~ and ~~business~~the ~~and~~conflict ~~resulted~~between ~~in substantial inventory markdowns on certain non-food product categories in~~ the ~~third quarter of fiscal year 2022~~U.S. ~~In addition, shipping~~ and ~~freight~~Iran ~~rates~~have ~~increased~~driven ~~dramatically~~up ~~during~~commodity ~~that~~prices ~~time. Similar challenges could reoccur in the future. While supply chains~~ and ~~transportation~~increased ~~rates~~inflationary ~~have normalized~~pressures, wepotentially ~~continue~~affecting toour ~~work~~costs ~~to hold down~~ and~~/or~~ ~~mitigate~~the ~~price~~affordability ~~increases~~of ~~passed~~our onmerchandise tofor our Members. ~~while~~We ~~maintaining~~are ~~the~~monitoring ~~right~~developments ~~inventory~~with ~~mix~~respect to ~~grow~~the ~~sales.~~ongoing ~~One~~military ~~key~~conflict ~~factor~~with ~~has~~Iran ~~been~~including ~~our~~the ~~expanded~~impact ~~network~~on ofglobal ~~distribution~~commodity ~~centers,~~prices ~~which~~and ~~has~~potential ~~facilitated~~shipping ~~alternative~~and ~~shipping~~logistics ~~routes,~~disruptions. ~~increased~~We ~~merchandise~~may ~~throughput,~~experience ~~and~~increases ~~provided~~in ~~flexibility~~transportation tocosts ~~mitigate~~or ~~our~~delays ~~supply~~in ~~chain~~the ~~challenges~~shipment ~~and~~or ~~risks~~delivery ~~more~~of ~~effectively~~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. InAs ~~the first quarter~~ of ~~fiscal~~February ~~year~~28, 2026, some markets, primarily Colombia and Costa Rica, benefited from currency appreciation, which was partially offset by currency devaluations we experienced in some of the other countries where we operate, primarily ~~the Dominican Republic and~~ Honduras, when compared to ~~the~~February ~~first~~28, ~~quarter of the prior year~~2025. During the first ~~three~~six months of fiscal years 2026 and 2025, approximately 80.9% and 80.0%, respectively, of our net merchandise sales were in currencies other than the U.S. dollar. Of those sales, 48.48% and 5049.26% 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~~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.

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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.

InOur ~~addition,~~operations we are ~~closely~~subject ~~monitoring~~to ~~developments~~volatile weather conditions and natural disasters. For example, in ~~Latin~~October ~~America~~2025, Hurricane Melissa brought catastrophic winds, flash flooding and ~~the~~storm ~~Caribbean~~surge ~~following~~throughout ~~recent~~the ~~U.S.~~island ~~military~~of ~~action~~Jamaica resulting in ~~Venezuela. It~~the isclosure ~~too~~of ~~early~~our toJamaica ~~determine~~clubs ~~how~~for ~~this~~two ~~situation~~days. ~~may~~Although ~~evolve~~our orwarehouse ~~what~~clubs ~~implications~~were itnot ~~could~~significantly ~~have~~affected ~~for~~and ~~PriceSmart. Reactions~~we ~~among~~were ~~regional~~able ~~governments~~to ~~have~~manage ~~varied. We~~our ~~will~~supply ~~continue~~chain to ~~assess~~keep ~~developments~~our warehouse clubs stocked with merchandise, similar natural disasters could adversely impact our overall sales, costs and ~~react~~profit asperformance ~~appropriate~~in the future.

~~Our~~At ~~operations~~times ~~are~~we ~~subject~~face todifficulties ~~volatile~~in ~~weather~~the ~~conditions~~shipment of, and ~~natural~~the ~~disasters.~~risks Ininherent ~~November~~in ~~2020~~the importation of, ~~Hurricanes~~merchandise ~~Eta~~to ~~and~~our ~~Iota~~warehouse ~~brought~~clubs. ~~severe~~One ~~rainfall,~~of ~~winds,~~those ~~and~~difficulties ~~flooding~~is topossible agovernmental ~~significant~~restrictions ~~portion~~on the importation of ~~Central~~merchandise. ~~America,~~In ~~especially~~late ~~Honduras~~May 2023, ~~which~~disputes ~~caused~~with ~~significant~~Nicaraguan ~~damage~~customs toand ~~parts~~tax authorities resulted in delays in the issuance of ~~that~~our ~~country’s~~importation ~~infrastructure~~clearance, and general delays in the customs inspection process. InWhile ~~October~~this ~~2025,~~situation ~~Hurricane~~had ~~Melissa~~occurred ~~brought~~frequently ~~catastrophic~~prior ~~winds~~to May 2023, ~~flash~~we ~~flooding~~generally ~~and~~were ~~storm~~able ~~surge~~to ~~throughout~~plan ~~the~~around ~~island~~these ofimport ~~Jamaica~~blockages ~~resulting~~and inresume ~~the~~imports ~~closure~~within a matter of ~~our~~days. ~~Jamaica~~However, ~~clubs~~the ~~for~~2023 ~~two~~delay ~~days.~~in ~~Although~~obtaining importation clearance resulted in our ~~warehouse~~being ~~clubs~~unable ~~were~~to ~~not~~import ~~significantly~~merchandise ~~affected~~into ~~and~~Nicaragua wefor ~~were~~several ~~able~~weeks toin ~~manage~~June 2023. While our ~~supply~~tax ~~chain~~clearances toand ~~keep~~imports ~~our~~have ~~warehouse~~returned ~~clubs~~to ~~stocked~~a ~~with~~normal ~~merchandise~~cadence, ~~similar~~we ~~natural~~could ~~disasters~~see ~~could~~delays ~~adversely~~of ~~impact~~imports ~~our~~into ~~overall~~Nicaragua ~~sales,~~again ~~costs~~as ~~and~~well ~~profit~~as ~~performance~~in other jurisdictions in ~~the~~which ~~future~~we operate.

AtOur ~~times~~operations wedepend ~~face~~on ~~difficulties in the shipment of~~shipping, ~~and the risks inherent in the importation of~~trucking, ~~merchandise~~ports toand ~~our~~other ~~warehouse~~elements ~~clubs. One~~ of ~~those~~the ~~difficulties~~supply ischain ~~possible~~that ~~governmental~~often ~~restrictions~~rely on ~~the~~unionized ~~importation~~labor. ofA ~~merchandise.~~work Instoppage ~~late~~or ~~May~~other ~~2023,~~limitation ~~disputes~~on ~~with~~operations ~~Nicaraguan~~from ~~customs~~union ~~and~~or ~~tax~~other ~~authorities~~labor-related ~~resulted~~matters incould ~~delays~~occur infor ~~the~~any ~~issuance~~number of ~~our importation clearance~~reasons, ~~and~~including ~~general~~as ~~delays~~a inresult ~~the~~of ~~customs~~disputes ~~inspection~~under ~~process.~~existing ~~While~~collective ~~this~~bargaining ~~situation~~agreements ~~had~~with ~~occurred~~labor ~~frequently~~unions ~~prior~~or toin ~~May~~connection ~~2023,~~with wenegotiation ~~generally~~of ~~were~~new ~~able~~collective tobargaining ~~plan~~agreements. ~~around~~For ~~these~~example, ~~import~~while ~~blockages~~it ~~and~~did ~~resume~~not ~~imports~~impact ~~within~~our aexport ~~matter of days. However~~activities, ~~this~~we ~~last~~experienced ~~delay~~a inbrief ~~obtaining~~disruption ~~importation~~to ~~clearance~~the ~~resulted~~flow inof ~~our~~imported ~~being unable to import~~ merchandise into ~~Nicaragua for several weeks in June 2023. While~~ our ~~tax~~Miami ~~clearances~~distribution ~~and~~center ~~imports~~because ~~have returned to a normal cadence, we could see delays~~ of ~~imports~~the ~~into~~U.S. ~~Nicaragua~~dockworkers ~~again~~strike ~~as well as~~ in ~~other~~October ~~jurisdictions in which we operate~~2024.

~~Our~~Current ~~operations~~uncertainties ~~depend~~about onU.S. ~~shipping,~~tariffs ~~trucking, ports~~ and ~~other~~reciprocal ~~elements~~tariffs ofmay ~~the~~have ~~supply~~an ~~chain~~adverse ~~that~~effect ~~often rely~~ on ~~unionized~~our ~~labor~~Company. AOn ~~work~~February ~~stoppage~~20, or2026, ~~other~~the ~~limitation~~U.S. onSupreme ~~operations~~Court ~~from~~invalidated ~~union~~tariffs orimposed ~~other~~under ~~labor-related~~the ~~matters~~International ~~could~~Emergency ~~occur~~Power ~~for~~Act ~~any~~(the ~~number~~"IEEPA ofDecision"). ~~reasons,~~There ~~including~~remains assignificant auncertainty ~~result~~regarding ofthe ~~disputes~~implementation ~~under~~of ~~existing~~the ~~collective~~IEEPA ~~bargaining~~decision. ~~agreements~~In ~~with~~addition, ~~labor~~immediately ~~unions~~following orthe inIEEPA ~~connection~~decision, ~~with~~the ~~negotiation of new collective bargaining agreements~~U.S. ~~For~~government ~~example,~~initiated ~~while~~new ittariffs ~~did~~under ~~not~~alternative ~~impact~~authorities. ~~our~~Our ~~export~~Miami ~~activities~~Distribution Center, wewhich ~~experienced~~operates within a ~~brief~~Free ~~disruption~~Trade toZone ~~the~~("FTZ"), ~~flow~~has ofhelped ~~imported~~us ~~merchandise~~avoid ~~into~~potential ~~our~~economic ~~Miami~~risks, ~~distribution~~and ~~center~~as ~~operations~~a ~~because~~result, ofwe ~~the~~are ~~U.S.~~not ~~dockworkers~~owed ~~strike~~a ~~in October 2024~~refund.

Current uncertainties about tariffs may have an adverse effect on our Company. The U.S. government has implemented significant tariffs measures, including a baseline tariff of 10% on products from all countries and higher rates targeting specific countries.

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. The OBBBA also includes other targeted measures, including a 1% excise tax on foreign remittances.

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.

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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.

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 ~~November~~February 3028, ~~2025~~2026 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $8076.29 million, a decrease of $2023.36 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, 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 there on the availability of U.S. dollars.

During the period, our Costa Rican 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 February 28, 2026 of U.S. dollar-denominated cash and cash equivalents, short-term investments, and other assets and liabilities in our Costa Rican subsidiary was $101.6 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~~38

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 provide good jobs, fair 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 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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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 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.

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 a land ~~lease~~leases for atwo ~~fourth~~ new warehouse ~~club~~clubs. These warehouse clubs will be our sixth warehouse club in the Dominican Republic, our third and fourth warehouse clubs in Jamaica, ~~and~~ our tenth warehouse club in Costa Rica, and our eighth warehouse club in Guatemala. Once these ~~four~~five new clubs are open, PriceSmart will operate 6061 warehouse clubs in total. In addition to continued growth throughout our current markets, we are continuing to advance our planned expansion into Chile, which we have identified as a potential market for multiple PriceSmart warehouse clubs. As part of this initiative, we have hired local consultants to assist us, appointed a country general manager, and entered into executory agreements for two potential sites for two new warehouse clubs and are actively reviewing other potential sites. 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 will begin warehouse club and parking lot expansions and remodels in fiscal year 2026 in Portmore, Jamaica and Barbados. During fiscal year ~~2024~~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 second half of calendar year 2027. 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 ~~anticipate~~completed full implementation of these distribution centers in China in the ~~first~~second ~~half~~quarter of fiscal year 2026. Our goal is to reduce landed costs and lead times (via direct shipments from Asia to our local markets) and improve our working capital as a result. 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 ~~first~~second quarter of fiscal year 2026, we ~~adapted~~opened our distribution center in ~~Panama~~Trinidad. toIn ~~handle~~addition, ~~cold~~we ~~merchandise~~plan ~~and~~to ~~began~~open ~~operation of a new dry~~ distribution ~~center~~centers in ~~Guatemala.~~Colombia Weand ~~plan~~Jamaica toduring ~~open~~fiscal ~~distribution~~year ~~centers~~2026 and in ~~Trinidad,~~the ~~Colombia and~~ Dominican Republic during fiscal year ~~2026~~2027.

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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. A larger membership base and higher membership fee contribute to the bottom line of the business or can be reinvested in providing better pricing to our Members. We focus on 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 19.35% of our total membership base as of ~~November~~February 3028, ~~2025~~2026, an increase from 14.05% as of ~~November~~February 3028, ~~2024~~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 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 ~~three~~six months of fiscal year 2026, our private-label sales represented 2726.06% of total net merchandise sales, down slightly from 27.74% in the same period of fiscal year 2025~~, and we plan to continue to invest in the development of additional private label products under the “Member’s Selection®” brand~~. 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 7050 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. As PriceSmart continues to grow, we look forward to reinvesting in new benefits and services that enhance the Member experience, creating a mutually beneficial relationship built on trust, value, and innovation.

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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 ~~first~~second quarter of fiscal year 2026, our digital channel sales reached $8994.81 million, a 2923.4% increase year-over-year, representing 6.64% of total net merchandise sales. We’re also modernizing our processes and technology. For example, we have continued making progress in our migration to the RELEX supply chain and inventory management software platform in the ~~first~~second quarter of fiscal year 2026. We expect to complete our implementation in fiscal year 2026. We believe this upgrade enhances employee productivity and is designed to improve inventory management, reduce spoilage and increase in-stock availability, driving both sales and efficiency. In addition, during the first quarter of fiscal year 2026, we finalized implementing a new point-of-sale system, Elera, a Toshiba product, in all of our English-speaking markets in the Caribbean. In the ~~second~~third quarter of fiscal year 2026, we expect to begin implementation in our Spanish speaking Central American markets. We believe with Elera we can achieve faster checkout times, improve employee productivity and enhance our payment option capabilities. In the ~~first~~second quarter of fiscal year 2026, we ~~began~~furthered ~~implementing~~implementation of Workday's human capital management system to replace legacy human resource applications. This upgrade is designed to enhance the employee experience with modern, user-friendly tools, while improving processes, strengthening compliance and providing scalable, integrated data to support future growth. During the ~~first~~second quarter, we advanced our multi-phase implementation of the E2Open Global Trade Management platform designed to enhance automation, compliance, and controls across global import and export operations. We believe this platform will strengthen trade compliance, improve data visibility, and support scalable international growth once fully implemented. Lastly, ~~during~~in the second quarter of fiscal year 2026, we ~~will~~began ~~begin~~ migrating our mobile application to fully native iOS and Android architectures to enhance speed, reliability, and accessibility for our Members. ~~We believe this will shorten the release cycles and deepen integration with our composable commerce stack.~~ Solidifying our foundation and allowing for faster deployment of new features will help us achieve our mission of delivering an outstanding shopping experience while leveraging costs down.

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Financial highlights for the ~~first~~second quarter of fiscal year 2026 included:

•Total revenues increased 9.97% over the comparable prior year period.

•Net merchandise sales increased 109.69% over the comparable prior year period. We ended the quarter with 56 warehouse clubs compared to 54 warehouse clubs at the end of the ~~first~~second quarter of fiscal year 2025. Net merchandise sales - constant currency increased 97.58% 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 ~~November~~March 301, ~~2025~~2026 increased 87.06%. Comparable net merchandise sales - constant currency for the 13 weeks ended ~~November~~March 301, ~~2025~~2026 increased 65.95%.

•Membership income for the ~~first~~second quarter of fiscal year 2026 increased 1516.9% to $2324.45 million over the comparable prior-year period.

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 1113.25% over the prior year period, and merchandise gross ~~profits~~profit as a percent of net merchandise sales ~~remained~~was ~~unchanged at 15~~16.91%, an increase of 50 basis points when compared to the same period in the prior year.

•Selling, general and administrative expenses increased 12.96% compared to the ~~first~~second quarter of fiscal year 2025, primarily due to investments in technology and compensation of our Chief Executive Officer. Selling, general and administrative expenses as a percentage of total revenues in the ~~first~~second quarter of fiscal year 2026 increased to 1312.17% from 12.84% in the same period last year.

•Operating income for the ~~first~~second quarter of fiscal year 2026 was $6275.94 million, an increase of 815.06%, or $410.72 million, compared to the ~~first~~second quarter of fiscal year 2025.

•We recorded aan $78.27 million net loss in total other expense in the ~~first~~second quarter of fiscal year 2026 compared to a $75.31 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 $3.1 million, which was mainly driven by an increase in unrealized losses in value of U.S. dollar denominated monetary assets and liabilities in several of our markets.

•Our effective tax rate ~~increased~~decreased in the ~~first~~second quarter of fiscal year 2026 to 2726.94% from 2627.52% in the ~~first~~second quarter of fiscal year 2025. The ~~increase~~decrease in the effective tax rate is primarily attributable to ~~non-recurring items, primarily from a tax contingency accrual and~~ foreign exchange rate fluctuations.

•Net income for the ~~first~~second quarter of fiscal year 2026 was $4049.21 million, or $1.2962 per diluted share, compared to $3743.48 million, or $1.2145 per diluted share, in the ~~first~~second quarter of fiscal year 2025.

•Adjusted EBITDA for the ~~first~~second quarter of fiscal year 2026 was $8699.97 million compared to $7987.10 million in the same period last year.

Financial highlights for the six months ended February 28, 2026 included:

•Total revenues increased 9.8% over the comparable prior year period.

•Net merchandise sales increased 10.2% over the comparable prior year period. We ended the first six months of fiscal year 2026 with 56 warehouse clubs compared to 54 warehouse clubs at the end of the first six 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 26 weeks ended March 1, 2026 increased 7.8%. Comparable net merchandise sales - constant currency for the 26 weeks ended March 1, 2026 increased 6.2%.

•Membership income for the first six months of fiscal year 2026 increased 16.5% to $47.9 million over the comparable prior-year period.

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 12.4% 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 12.7% compared to the first six months of fiscal year 2025, primarily due to investments in technology and compensation of our Chief Executive Officer. Selling, general and administrative expenses as a percentage of total revenues in the first six months of fiscal year 2026 increased to 12.9% from 12.6% in the same period last year.

•Operating income for the first six months of fiscal year 2026 was $138.3 million, an increase of 12.0%, or $14.8 million, compared to the first six months of fiscal year 2025.

•We recorded a $16.0 million net loss in total other expense in the first six months of fiscal year 2026 compared to a $12.4 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 $2.0 million, which was mainly driven by an increase in unrealized losses in value of U.S. dollar denominated monetary assets and liabilities in several of our markets.

•Our effective tax rate increased in the first six months of fiscal year 2026 to 27.1% from 26.9% in the first six months of fiscal year 2025.

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•Net income for the first six months of fiscal year 2026 was $89.3 million, or $2.91 per diluted share, compared to $81.2 million, or $2.66 per diluted share, in the first six months of fiscal year 2025.

•Adjusted EBITDA for the first six months of fiscal year 2026 was $186.6 million compared to $166.1 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~~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				Six Months Ended
(Amounts in thousands)	February 28, 2026		February 28, 2025		February 28, 2026		February 28, 2025
Net income as reported	$	49,091	$	43,760	$	89,257	$	81,188
Adjustments:
Interest expense	3,959		2,538		8,379		5,233
Provision for income taxes	17,597		16,384		33,126		29,880
Depreciation and amortization	24,272		21,767		48,249		42,629
Interest income	(3,632)		(2,735)		(6,581)		(4,955)
Other expense, net (1)	8,405		5,306		14,166		12,162
Adjusted EBITDA	$	99,692	$	87,020	$	186,596	$	166,137

~~Table~~(1) Primarily consists of ~~Contents~~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 six months ended February 28, 2026 and 2025.

	Three Months Ended
(Amounts in thousands)	November 30,2025		November 30,2024
Net income as reported	$	40,166	$	37,428
Adjustments:
Interest expense	4,420		2,695
Provision for income taxes	15,529		13,496
Depreciation and amortization	23,977		20,862
Interest income	(2,949)		(2,220)
Other expense, net (1)	5,761		6,856
Adjusted EBITDA	$	86,904	$	79,117

(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 months ended November 30, 2025 and 2024.

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.

~~COMPARISON OF THE THREE MONTHS ENDED NOVEMBER 30, 2025 AND 2024~~ 43

~~The~~Table ~~following discussion and analysis compares the results~~ of operations for the three-month period ended on November 30, 2025 with the three-month period ended on November 30, 2024 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.Contents

COMPARISON OF THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2026 AND 2025

The following discussion and analysis compares the results of operations for the three- and six-month periods ended on February 28, 2026 with the three- and six-month periods ended on February 28, 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 operate and the percentage growth in net merchandise sales by segment during the three and six months ended ~~November~~February 3028, ~~2025~~2026 and ~~November~~February 3028, ~~2024~~2025:

	Three Months Ended
	November 30, 2025								November 30, 2024
	February 28, 2026								February 28, 2025
	Amount		% of NetSales		Increase from Prior Year		Change		Amount		% of NetSales
Central America	$	~~816~~877,~~633~~068	6059.38	%	$	7169,~~798~~240	98.6	%	$	~~744~~807,~~835~~828	60.96	%
Caribbean	~~359~~390,~~086~~012		26.56		1916,~~447~~068		54.73		~~339~~373,~~639~~944		2728.70
Colombia	~~178~~199,~~077~~450		13.26		3846,~~692~~667		2730.85		~~139~~152,~~385~~783		11.4
Net merchandise sales	$	1,~~353~~466,~~796~~530	100.0	%	$	~~129~~131,~~937~~975	109.69	%	$	1,~~223~~334,~~859~~555	100.0	%


	Six Months Ended
	February 28, 2026								February 28, 2025
	Amount		% of Net Sales		Increase from Prior Year		Change		Amount		% of Net Sales
Central America	$	1,693,701	60.0	%	$	141,038	9.1	%	$	1,552,663	60.7	%
Caribbean	749,098		26.6		35,515		5.0		713,583		27.9
Colombia	377,527		13.4		85,359		29.2		292,168		11.4
Net merchandise sales	$	2,820,326	100.0	%	$	261,912	10.2	%	$	2,558,414	100.0	%

Comparison of Three and Six Months Ended February 28, 2026 and 2025

Overall, total net merchandise sales grew by 9.9% for the second quarter of fiscal year 2026 and grew 10.2% for the six-month period ended February 28, 2026. The second quarter increase resulted from a 7.5% increase in transactions and a 2.2% increase in average ticket. For the six-month period, the increase resulted from a 7.9% increase in transactions and a 2.1% 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 56 clubs in operation as of February 28, 2026 compared to 54 clubs as of February 28, 2025.

Net merchandise sales in our Central America segment increased 8.6% and 9.1%, respectively, during the second quarter and the six months ended February 28, 2026. This increase had a 520 basis point (5.2%) and 550 basis point (5.5%) positive impact on total net merchandise sales growth for the second quarter and the six months ended February 28, 2026. All markets within this segment, except Honduras, had positive net merchandise sales growth for the second quarter. All markets within this segment had positive net merchandise sales growth for the six months ended February 28, 2026. We opened our ninth warehouse club in Costa Rica in April 2025 and our seventh warehouse club in Guatemala in August 2025.

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~~Comparison~~Net ofmerchandise ~~Three~~sales ~~Months~~in ~~Ended~~our ~~November~~Caribbean segment increased 4.3% and 5.0%, respectively, during the second quarter and the six months ended February 3028, ~~2025~~2026. These increases had a 120 basis point (1.2%) and ~~2024~~140 basis point (1.4%) positive impact on total net merchandise sales growth for the second quarter and the six months ended February 28, 2026. All markets within this segment, except USVI, had positive net merchandise sales growth for the second quarter and the six months ended February 28, 2026.

~~Overall,~~ Net merchandise sales ~~grew~~in byour ~~10.6%~~Colombia ~~for~~segment ~~the~~increased ~~first~~30.5% ~~quarter~~and of29.2%, ~~fiscal~~respectively, ~~year~~during ~~2026 compared to~~ the ~~first~~second quarter ofand ~~fiscal~~the ~~year~~six ~~2025.~~months ~~The~~ended ~~first~~February 28, ~~quarter~~2026 ~~increase~~due ~~resulted~~to ~~from~~the anappreciation ~~8.4%~~of ~~increase~~the inColombian ~~transactions~~peso and aan ~~2.1%~~ increase in ~~average ticket. Transactions represent~~ the ~~total~~ number of ~~visits~~transactions. ~~our~~These ~~Members~~increases ~~make~~had ~~to our warehouse clubs resulting in~~ a ~~sale~~350 ~~and~~basis ~~the~~point ~~total number of PriceSmart~~(3.~~com~~5%) ~~curbside pickup via our Click & Go® service~~ and ~~delivery~~330 ~~service~~basis ~~transactions~~point (3.3%) ~~Average~~positive ~~ticket~~impact ~~represents the amount our Members spend~~ on ~~each~~total ~~visit~~net ormerchandise ~~PriceSmart.com~~sales ~~order.~~growth Wefor ~~had~~the 56second ~~clubs~~quarter inand ~~operation~~the assix ofmonths ~~November 30,~~ended ~~2025 compared to 54 clubs as of November~~February 3028, ~~2024~~2026.

~~Net~~The ~~merchandise~~following ~~sales~~table inindicates the impact that currency exchange rates had on our ~~Central~~net ~~America~~merchandise ~~segment~~sales ~~increased~~in ~~9.6%~~dollars ~~during~~and the ~~first~~percentage ~~quarter.~~change ~~This~~from ~~increase~~the ~~had~~three- aand ~~580~~six-month ~~basis~~periods ~~points~~ended (5February 28, 2026.~~8%)~~ ~~positive~~When ~~impact~~we onuse ~~total~~the term "net merchandise sales ~~growth~~- ~~for~~constant ~~the~~currency," ~~first~~it ~~quarter.~~means ~~All~~that ~~markets~~we ~~within~~have ~~this~~translated ~~segment~~current ~~had~~year ~~positive~~ net merchandise sales ~~growth~~at ~~for~~prior ~~the~~year ~~quarter~~monthly ~~ended~~average exchange rates. WeNet ~~opened~~merchandise ~~our~~sales ~~ninth~~- ~~warehouse~~constant ~~club~~currency inresults ~~Costa~~exclude ~~Rica~~the ineffects ~~April~~of ~~2025~~foreign ~~and~~currency ~~our~~translation. ~~seventh~~Impact ~~warehouse~~of ~~club~~foreign incurrency ~~Guatemala~~is inthe ~~August~~effect ~~2025.~~of currency fluctuations on our net merchandise sales.

Net merchandise sales in our Caribbean segment increased 5.7% during the first quarter. This increase had a 160 basis points (1.6%) positive impact on total net merchandise sales growth for the first quarter. All markets within this segment had positive net merchandise sales growth.


	Three Months Ended February 28, 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	$	877,068	$	871,110	$	5,958	8.6	%	7.8	%	0.8	%
Caribbean	390,012		393,874		(3,862)		4.3		5.3		(1.0)
Colombia	199,450		173,826		25,624		30.5		13.8		16.7
Consolidated total	$	1,466,530	$	1,438,810	$	27,720	9.9	%	7.8	%	2.1	%

Net merchandise sales in our Colombia segment increased 27.8% during the first quarter. This increase had a 320 basis point (3.2%) positive impact on total net merchandise sales growth for the first quarter.


	Six Months Ended February 28, 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	$	1,693,701	$	1,684,636	$	9,065	9.1	%	8.5	%	0.6	%
Caribbean	749,098		759,994		(10,896)		5.0		6.5		(1.5)
Colombia	377,527		334,160		43,367		29.2		14.4		14.8
Consolidated total	$	2,820,326	$	2,778,790	$	41,536	10.2	%	8.6	%	1.6	%

~~The~~Overall, ~~following table indicates~~ the ~~impact~~effects ~~that~~of currency ~~exchange~~fluctuations ~~rates~~within ~~had on~~ our ~~net~~markets ~~merchandise~~had ~~sales~~approximately in$27.7 ~~dollars~~million and ~~the~~$41.5 ~~percentage~~million, ~~change~~or ~~from~~210 ~~the~~basis ~~three~~points ~~month period ended November 30, 2025~~(2.1%) ~~When~~and we160 ~~use~~basis ~~the~~points ~~term "net merchandise sales - constant currency~~(1.6%)," itof ~~means~~positive ~~that~~impact weon ~~have translated current year~~ net merchandise sales atfor ~~prior year monthly average exchange rates. Net merchandise sales - constant currency results exclude~~ the ~~effects~~quarter ofand ~~foreign currency translation. Impact of foreign currency is~~ the ~~effect~~six ofmonths ~~currency~~ended ~~fluctuations~~February 28, on2026, ~~our net merchandise sales~~respectively.

	Three Months EndedNovember 30, 2025
	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	$	816,633	$	813,526	$	3,107	9.6	%	9.2	%	0.4	%
Caribbean	359,086		366,120		(7,034)		5.7		7.8		(2.1)
Colombia	178,077		160,334		17,743		27.8		15.0		12.8
Consolidated total	$	1,353,796	$	1,339,980	$	13,816	10.6	%	9.5	%	1.1	%

Currency fluctuations had a $6.0 million and $9.1 million, or 80 basis points (0.8%) and 60 basis points (0.6%), of positive impact on net merchandise sales in our Central America segment for the quarter and the six months ended February 28, 2026, respectively. These currency fluctuations contributed approximately 50 basis points (0.5%) and 30 basis points (0.3%) of positive impact on net merchandise sales for the quarter and the six months ended February 28, 2026, respectively. The Costa Rican colón appreciated against the dollar as compared to the same three- and six-month periods a year ago and was a significant factor in the contribution to the favorable currency fluctuations in this segment.

Overall, the effects of currency fluctuations within our markets had approximately $13.8 million, or 110 basis points (1.1%), positive impact on net merchandise sales for the three months ended November 30, 2025. 45

Currency fluctuations had $3.1 million, or 40 basis points (0.4%), of positive impact on net merchandise sales in our Central America segment for the three months ended November 30, 2025. These currency fluctuations contributed approximately 30 basis points (0.3%) of positive impact on net merchandise sales for the three months ended November 30, 2025. The Costa Rican colón appreciated against the dollar as compared to the same three month period a year ago and was a significant factor in the contribution to the favorable currency fluctuations in this segment.

Currency fluctuations had $7.0 million, or 210 basis points (2.1%), of negative impact on net merchandise sales in our Caribbean segment for the three months ended November 30, 2025. These currency fluctuations contributed approximately 60 basis points (0.6%) of negative impact on total net merchandise sales growth for the three months ended November 30, 2025. The negative impact was primarily driven by the devaluation of the Dominican peso as compared to the same three month period a year ago.

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Currency fluctuations had a $173.79 million and $10.9 million, or 100 basis points (1~~,280~~.0%) and 150 basis points (121.85%), of ~~positive~~negative impact on net merchandise sales in our ~~Colombia~~Caribbean segment for the ~~three~~quarter and the six months ended ~~November~~February 3028, ~~2025~~2026, respectively. These currency fluctuations contributed approximately ~~140~~30 basis points (10.3%) and 40 basis points (0.4%) of ~~positive~~negative impact on total net merchandise sales growth for the ~~three~~quarter and the six months ended ~~November~~February 3028, ~~2025~~2026, respectively. The ~~Colombian~~negative ~~peso~~impact ~~appreciated~~was ~~significantly~~primarily ~~against~~driven by the ~~dollar~~devaluation of the Dominican peso as compared to the same three- and six-month ~~period~~periods a year ago ~~and was a significant factor in the contribution to the favorable currency fluctuations~~.

Currency fluctuations had $25.6 million and $43.4 million, or 1,670 basis points (16.7%) and 1,480 basis points (14.8%), of positive impact on net merchandise sales in our Colombia segment for the quarter and the six months ended February 28, 2026, respectively. These currency fluctuations contributed approximately 190 basis points (1.9%) and 170 basis points (1.7%) of positive impact on total net merchandise sales growth for the quarter and the six months ended February 28, 2026, respectively. The Colombian peso appreciated significantly against the dollar as compared to the same three- and six-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 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 twenty-six-week periods ended ~~November~~March 301, ~~2025~~2026.

The following tables indicate the comparable net merchandise sales in the reportable segments in which we operate and the percentage changes in net merchandise sales by segment during the thirteen- and twenty-six-week ~~period~~periods ended ~~November~~March 301, ~~2025~~2026 and ~~December~~March 12, ~~2024~~2025 compared to the prior year:

	Thirteen Weeks Ended
	November 30, 2025		December 1, 2024
	March 1, 2026		March 2, 2025
	% Increasein ComparableNet Merchandise Sales		% Increasein ComparableNet Merchandise Sales
Central America	5.4.7	%	5.16	%
Caribbean	54.62		58.23
Colombia	2731.93		108.36
Consolidated comparable net merchandise sales	87.06	%	56.7	%

Comparison of Thirteen Weeks Ended November 30, 2025 and December 1, 2024


	Twenty-Six Weeks Ended
	March 1, 2026		March 2, 2025
	% Increase in Comparable Net Merchandise Sales		% Increase in Comparable Net Merchandise Sales
Central America	5.0	%	5.4	%
Caribbean	4.9		6.8
Colombia	29.7		9.3
Consolidated comparable net merchandise sales	7.8	%	6.2	%

~~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 November 30, 2025 increased 8.0%.~~ 46

Comparable net merchandise sales in our Central America segment increased 5.4% for the thirteen week period ended November 30, 2025. All of our markets in Central America had positive comparable net merchandise sales growth for the thirteen week period ended November 30, 2025. The positive comparable net merchandise sales growth for our Central America segment contributed approximately 320 basis points (3.2%) of positive impact on total comparable merchandise sales for the thirteen week period ended November 30, 2025.

Comparable net merchandise sales in our Caribbean segment increased 5.6% for the thirteen week period ended November 30, 2025. This increase contributed approximately 160 basis points (1.6%) of positive impact on total comparable merchandise sales for the thirteen week period ended November 30, 2025.

Comparable net merchandise sales in our Colombia segment increased 27.9% for the thirteen week period ended November 30, 2025. This increase contributed approximately 320 basis points (3.2%) of positive impact on total comparable merchandise sales for the thirteen week period ended November 30, 2025.

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~~When~~ Comparison 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~~Thirteen ~~currency~~and ~~translation. The following tables illustrate the comparable net merchandise sales~~ Twenty-Six ~~constant~~Weeks ~~currency~~Ended ~~percentage~~March 1, ~~growth~~2026 and ~~the impact that changes in foreign currency exchange rates had on our comparable merchandise sales percentage growth for the thirteen week period ended November~~March 302, 2025:

	Thirteen Weeks EndedNovember 30, 2025
	Comparable Net Merchandise Sales Growth		Comparable Net Merchandise Sales - Constant Currency Growth		% Impact of Foreign Currency Exchange
Central America	5.4	%	5.1	%	0.3	%
Caribbean	5.6		7.7		(2.1)
Colombia	27.9		14.7		13.2
Consolidated comparable net merchandise sales	8.0	%	6.9	%	1.1	%

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 March 1, 2026 increased 7.6%. Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the twenty-six-week period ended March 1, 2026 increased 7.8%.

~~Overall,~~Comparable net merchandise sales in our Central America segment increased 4.7% and 5.0% for the ~~mix~~thirteen- ofand ~~currency~~twenty-six-week ~~fluctuations~~periods ~~within~~ended March 1, 2026, respectively. The positive comparable net merchandise sales growth for our ~~markets~~Central ~~had~~America ~~110~~segment contributed approximately 280 basis points (12.18%) and 300 basis points (3.0%) of positive impact on total comparable ~~net~~ merchandise sales for the thirteen- and twenty-six-week periods ended ~~November~~March 301, ~~2025~~2026, respectively.

~~Currency~~Comparable ~~fluctuations~~net ~~within~~merchandise ~~our~~sales ~~Central~~in ~~America~~our Caribbean segment ~~accounted~~increased ~~for approximately 20 basis points (0~~4.2%) ofand ~~positive~~4.9% ~~impact on total comparable merchandise sales~~ for the thirteen- and twenty-six-week ~~period~~periods ended ~~November~~March 301, ~~2025~~2026, respectively. ~~Our~~These ~~Costa~~increases ~~Rica~~contributed ~~market~~approximately ~~was~~120 ~~the~~basis ~~main~~points ~~contributor~~(1.2%) toand ~~the~~140 ~~positive~~basis ~~impact~~points as(1.4%) ~~the~~of ~~market~~positive ~~experienced~~impact ~~currency~~on ~~appreciation~~total ~~when~~comparable ~~compared~~merchandise tosales for the ~~same~~ thirteen- and twenty-six-week ~~period~~periods ~~last~~ended ~~year.~~March 1, 2026, respectively.

~~Currency~~Comparable ~~fluctuations~~net ~~within~~merchandise sales in our ~~Caribbean~~Colombia segment ~~accounted~~increased 31.3% and 29.7% for the thirteen- and twenty-six-week periods ended March 1, 2026, respectively. This increase contributed approximately 60360 basis points (03.6%) and 340 basis points (3.4%) of ~~negative~~positive impact on total comparable merchandise sales for the thirteen- and twenty-six-week ~~period~~periods ended ~~November~~March 301, ~~2025.~~2026, ~~Our Dominican Republic market was the main contributor as this market experienced currency devaluation when compared to the same period last year~~respectively.

~~Currency~~When ~~fluctuations~~we ~~within~~use ~~our~~the ~~Colombia~~term ~~segment~~"comparable ~~accounted~~net ~~for~~merchandise ~~approximately~~sales ~~150~~- ~~basis~~constant ~~points~~currency," ~~(1.5%)~~it ofmeans ~~positive~~that ~~impact~~we onhave ~~total~~translated current year comparable net merchandise sales ~~for~~at ~~the~~prior ~~thirteen~~year ~~week~~monthly ~~period~~average ~~ended~~exchange ~~November 30, 2025~~rates. ~~This~~Comparable ~~reflects~~net merchandise sales - constant currency results exclude the ~~appreciation~~effects of foreign currency translation. The following tables illustrate the ~~Colombian~~comparable ~~peso's~~net merchandise sales - constant currency percentage growth and the impact that changes in foreign currency exchange ~~rate~~rates ~~when~~had ~~compared~~on toour comparable merchandise sales percentage growth for the ~~same~~thirteen- ~~period~~and atwenty-six-week ~~year~~periods ~~ago.~~ended March 1, 2026:


	Thirteen Weeks Ended March 1, 2026
	Comparable Net Merchandise Sales Growth		Comparable Net Merchandise Sales - Constant Currency Growth		% Impact of Foreign Currency Exchange
Central America	4.7	%	4.0	%	0.7	%
Caribbean	4.2		5.1		(0.9)
Colombia	31.3		14.7		16.6
Consolidated comparable net merchandise sales	7.6	%	5.5	%	2.1	%


	Twenty-Six Weeks Ended March 1, 2026
	Comparable Net Merchandise Sales Growth		Comparable Net Merchandise Sales - Constant Currency Growth		% Impact of Foreign Currency Exchange
Central America	5.0	%	4.5	%	0.5	%
Caribbean	4.9		6.3		(1.4)
Colombia	29.7		14.7		15.0
Consolidated comparable net merchandise sales	7.8	%	6.2	%	1.6	%

Overall, the mix of currency fluctuations within our markets had 210 basis points (2.1%) and 160 basis points (1.6%) of positive impact on comparable net merchandise sales for the thirteen- and twenty-six-week periods ended March 1, 2026, respectively.

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Currency fluctuations within our Central America segment accounted for approximately 40 basis points (0.4%) and 30 basis points (0.3%) of positive impact on total comparable merchandise sales for the thirteen- and twenty-six-week periods ended March 1, 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.

Currency fluctuations within our Caribbean segment accounted for approximately 20 basis points (0.2%) and 40 basis points (0.4%) of negative impact on total comparable merchandise sales for the thirteen- and twenty-six-week periods ended March 1, 2026, respectively. Our Dominican Republic market was the main contributor as this market experienced currency devaluation when compared to the same period last year.

Currency fluctuations within our Colombia segment accounted for approximately 190 basis points (1.9%) and 170 basis points (1.7%) of positive impact on total comparable merchandise sales for the thirteen- and twenty-six-week periods ended March 1, 2026, respectively. This reflects the appreciation of the Colombian peso's foreign currency exchange rate when compared to the same period last year.

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Membership Income

Membership income is recognized ratably over the one-year life of the membership.

	Three Months Ended
	November 30, 2025										November 30, 2024
	February 28, 2026										February 28, 2025
	Amount		% of Total Operating Income		Increase from Prior Year		% Change		MembershipIncome % toNet MerchandiseSales		Amount		% of Total Operating Income
Membership income - Central America	$	13,~~497~~924			$	1,~~723~~729	14.62	%	1.76	%	$	1112,~~774~~195
Membership income - Caribbean	56,~~985~~220				~~535~~584		910.84		1.76		5,~~450~~636
Membership income - Colombia	34,~~938~~315				~~963~~1,231		3239.49		2.2		23,~~975~~084
Membership income - Total	$	2324,~~420~~459	3732.24	%	$	3,~~221~~544	1516.9	%	1.7	%	$	20,~~199~~915	3432.70	%
Number of accounts - Central America	1,141,943				75,570		7.1	%			1,066,373
Number of accounts - Caribbean	510,819				23,760		4.9				487,059
Number of accounts - Colombia	386,796				29,148		8.1				357,648
Number of accounts - Total	2,039,558				128,478		6.7	%			1,911,080

Comparison of Three Months Ended November 30, 2025 and November 30, 2024


	Six Months Ended
	February 28, 2026										February 28, 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	$	27,421			$	3,451	14.4	%	1.6	%	$	23,970
Membership income - Caribbean	12,205				1,120		10.1		1.6		11,085
Membership income - Colombia	8,253				2,194		36.2		2.2		6,059
Membership income - Total	$	47,879	34.6	%	$	6,765	16.5	%	1.7	%	$	41,114	33.3	%

Number of accounts - Central America	1,164,936				92,388		8.6	%			1,072,548
Number of accounts - Caribbean	519,969				26,639		5.4				493,330
Number of accounts - Colombia	398,770				34,134		9.4				364,636
Number of accounts - Total	2,083,675				153,161		7.9	%			1,930,514

~~The~~Comparison ~~number~~ of ~~Member~~Three ~~accounts~~and asSix ofMonths ~~November 30,~~Ended ~~2025 was 6.7% higher than the number of accounts as of November~~February 3028, ~~2024.~~2026 ~~Membership~~and ~~income increased 15.9% over the three month period ended November~~February 3028, 2025 ~~compared to the same prior-year period.~~

~~Membership~~The ~~income,~~number ~~which~~of isMember ~~recognized~~accounts ~~ratably~~as ~~over the 12-month term~~ of ~~the membership~~February 28, ~~increased~~2026 inwas ~~all~~7.9% ofhigher ~~our~~than ~~segments in~~ the ~~three~~number ~~month~~of ~~period~~accounts ~~ended~~as ~~November~~of February 3028, 2025. ~~The~~Membership ~~consolidated increase in membership~~ income isincreased ~~primarily~~16.9% ~~due~~and ~~to an increase in the platinum membership base since the prior year~~16.5% Inover ~~our Central America segment, membership income increased compared to~~ the ~~first~~ three- ~~months~~and ofsix-month ~~fiscal~~periods ~~year~~ended ~~2025~~February 28, ~~primarily attributable to the opening of two new clubs. In our Caribbean segment~~2026, ~~membership income increased compared to the first three months of fiscal year 2025 due to an increase in membership accounts. In our Colombia segment~~respectively, ~~membership income increased~~ compared to the ~~first~~same ~~three months of fiscal~~ prior-year ~~2025 due to the appreciation of the Colombian peso and an increase in membership accounts~~periods.

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 19.3% of our total membership base as of November 30, 2025, an increase from 14.0% as of November 30, 2024. Platinum Members tend to have higher renewal rates than our Diamond Members. During the first quarter 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.49

Our trailing twelve-month renewal rate was 89.3% and 87.8% for the periods ended November 30, 2025 and November 30, 2024, respectively. This compares to a trailing twelve-month renewal rate of 88.8% for the twelve-month period ended August 31, 2025.

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Membership income, which is recognized ratably over the 12-month term of the membership, increased in all of our segments in the three- and six-month periods ended February 28, 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. Additionally, in our Central America segment, membership income increased compared to the second quarter and the first six months of fiscal year 2025, due to the opening of two new clubs. In our Caribbean segment, membership income increased compared to the second quarter and the first six months of fiscal year 2025 due to an increase in Platinum Membership accounts. In our Colombia segment, membership income increased compared to the second quarter and the first six months of fiscal year 2025 due to the appreciation of the Colombian peso, an increase in the number of membership accounts and an increase in Platinum Membership accounts as a percentage of total accounts.

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 19.5% of our total membership base as of February 28, 2026, an increase from 14.5% as of February 28, 2025. Platinum Members tend to have higher renewal rates than our Diamond Members. During the first quarter 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 90.2%, an all-time high for the Company, and 87.0% for the periods ended February 28, 2026 and February 28, 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 ~~primarily~~ 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~~, and advertising income for our seasonal catalog~~.

Three Months Ended

November 30, 2025

November 30, 2024

February 28, 2026

February 28, 2025

Amount

Increase/(Decrease) from Prior Year

% Change

Amount

Miscellaneous income

43,~~326~~348

~~709~~(429)

19(11.64)

3,~~617~~777

Rental income

~~1,060~~832

~~409~~180

6227.86

~~651~~652

Other revenue

54,~~386~~180

~~1,118~~(249)

26(5.26)

4,~~268~~429

Comparison of Three Months Ended November 30, 2025 and November 30, 2024


	Six Months Ended
	February 28, 2026						February 28, 2025
	Amount		Increase from Prior Year		% Change		Amount
Miscellaneous income	$	7,674	$	279	3.8	%	$	7,395
Rental income	1,892		590		45.3		1,302
Other revenue	$	9,566	$	869	10.0	%	$	8,697

~~The~~Comparison ~~primary driver~~ of ~~the~~Three ~~increase~~and inSix ~~other~~Months ~~revenue~~Ended ~~for~~February 28, ~~the~~2026 ~~three~~and ~~months ended November~~February 3028, 2025 ~~was an increase in Miscellaneous income primarily driven by an increase in advertising income for our seasonal catalog when compared to the prior year.~~

44The primary driver for the decrease in other revenue for the three-month period ended February 28, 2026 was a decrease in Miscellaneous income primarily driven by a decrease in interest-generating portfolio revenue. In some of our markets we renegotiated our co-branded credit card earnings tiers, earning lower incentive fees but increasing the rewards that Members earn. The primary driver of the increase in other revenue for the six-month period ended February 28, 2026 was an increase in Miscellaneous income primarily driven by an increase in advertising income for our seasonal catalog partially offset by lower incentive fees from our co-branded credit cards when compared to the prior year.

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Results of Operations

	Three Months Ended
Results of Operations Consolidated	~~November~~February 3028, ~~2025~~2026		~~November~~February 3028, ~~2024~~2025		Increase
(Amounts in thousands, except percentages and number of warehouse clubs)
Net merchandise sales
Net merchandise sales	$	1,~~353~~466,~~796~~530	$	1,~~223~~334,~~859~~555	$	~~129~~131,~~937~~975
Total gross margin	$	~~215~~236,~~614~~402	$	~~193~~208,~~982~~220	$	2128,~~632~~182
Total gross margin percentage	1516.91%		15.96%		—0.5%
Revenues
Total revenues	$	1,~~382~~495,~~729~~528	$	1,~~257~~363,~~944~~886	$	~~124~~131,~~785~~642
Percentage change from prior period					9.97%
Comparable net merchandise sales
Total comparable net merchandise sales increase	87.06%		56.7%		20.39%
Total revenue margin
Total revenue margin	$	~~244~~265,~~385~~073	$	~~219~~233,~~054~~751	$	2531,~~331~~322
Total revenue margin percentage	17.7%		17.41%		0.36%
Selling, general and administrative
Selling, general and administrative	$	~~181~~189,~~458~~653	$	~~160~~168,~~794~~481	$	2021,~~664~~172
Selling, general and administrative percentage of total revenues	1312.17%		12.84%		0.3		%
Operational data
Adjusted EBITDA(1)	$	8699,~~904~~692	$	7987,~~117~~020	$	712,~~787~~672
Warehouse clubs at period end	56		54		2
Warehouse club sales floor square feet at period end	2,732		2,646		86

(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	~~November~~February 3028,~~2025~~2026		% of Total Revenue		~~November~~February 3028,~~2024~~2025		% of Total Revenue
Operating income by segment
Central America	$	5560,~~070~~499	4.0	%	$	5257,~~058~~214	4.12	%
Caribbean	2223,~~544~~787		1.6		2224,~~709~~240		1.8
Colombia	98,~~736~~951		0.76		56,~~630~~073		0.4
United States	(16,~~865)~~551		(0.1)4		(1,~~672~~311)		(0.1)
Reconciling Items (1)	(2224,~~558~~368)		(1.6)		(20,~~465~~946)		(1.65)
Operating income - Total	$	6275,~~927~~420	45.60	%	$	5865,~~260~~270	4.68	%

(1)The reconciling items reflect the amount eliminated upon consolidation of intersegment transactions.

4551

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	Six Months Ended
Results of Operations Consolidated	February 28, 2026		February 28, 2025		Increase
(Amounts in thousands, except percentages and number of warehouse clubs)
Net merchandise sales
Net merchandise sales	$	2,820,326	$	2,558,414	$	261,912
Total gross margin	$	452,016	$	402,202	$	49,814
Total gross margin percentage	16.0%		15.7%		0.3%

Revenues
Total revenues	$	2,878,257	$	2,621,830	$	256,427
Percentage change from prior period					9.8%

Comparable net merchandise sales
Total comparable net merchandise sales increase	7.8%		6.2%		1.6%

Total revenue margin
Total revenue margin	$	509,458	$	452,805	$	56,653
Total revenue margin percentage	17.7%		17.3%		0.4%

Selling, general and administrative
Selling, general and administrative	$	371,111	$	329,275	$	41,836
Selling, general and administrative percentage of total revenues	12.9%		12.6%		0.3		%

Operational data
Adjusted EBITDA(1)	$	186,596	$	166,137	$	20,459
Warehouse clubs at period end	56		54		2
Warehouse club sales floor square feet at period end	2,732		2,646		86

(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.


	Six Months Ended
Results of Operations Consolidated	February 28, 2026		% of Total Revenue		February 28, 2025		% of Total Revenue
Operating income by segment
Central America	$	115,564	4.0	%	$	109,269	4.2	%
Caribbean	45,768		1.6		46,952		1.8
Colombia	18,692		0.6		11,704		0.4
United States	4,684		0.2		(2,985)		(0.1)
Reconciling Items (1)	(46,361)		(1.6)		(41,410)		(1.6)
Operating income - Total	$	138,347	4.8	%	$	123,530	4.7	%

(1)The reconciling items reflect the amount eliminated upon consolidation of intersegment transactions.

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The following table summarizes the selling, general and administrative expense for the periods disclosed:

	Three Months Ended
	November 30,2025		% ofTotal Revenue		November 30,2024		% ofTotal Revenue
	February 28,2026		% ofTotal Revenue		February 28,2025		% ofTotal Revenue
Warehouse club and other operations	$	~~131~~139,~~815~~464	9.53	%	$	~~117~~124,~~855~~232	9.41	%
General and administrative	49,~~308~~742		3.63		4243,~~565~~034		3.42
Pre-opening expenses	245		—		22293		—
Loss on disposal of assets	~~333~~402		—0.1		~~352~~922		—0.1
Total Selling, general and administrative	$	~~181~~189,~~458~~653	1312.17	%	$	~~160~~168,~~794~~481	12.84	%

Comparison of Three Months Ended November 30, 2025 and November 30, 2024


	Six Months Ended
	February 28, 2026		% of Total Revenue		February 28, 2025		% of Total Revenue
Warehouse club and other operations	$	271,279	9.4	%	$	242,087	9.2	%
General and administrative	99,050		3.5		85,599		3.3
Pre-opening expenses	47		—		315		—
Loss on disposal of assets	735		—		1,274		0.1
Total Selling, general and administrative	$	371,111	12.9	%	$	329,275	12.6	%

Comparison of Three and Six Months Ended February 28, 2026 and February 28, 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 six months ended ~~November~~February 3028, ~~2025~~2026 ~~remained~~was ~~flat~~16.1% atand 1516.90%, 50 basis points (0.5%) and 30 basis points (0.3%) higher than the comparable prior year periods, respectively. The increases in total gross margin for the second quarter and first six months of fiscal year 2026 are primarily due to shifts in product mix when compared to the same periods in the prior~~-year~~ ~~period~~year.

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 ~~increased~~as 30a ~~basis~~percent ~~points~~of ~~(0.3%)~~Total revenues for each of the three ~~month~~and ~~period~~six months ended ~~November~~February 3028, ~~2025~~2026 ~~compared~~was to17.7%, 60 basis points (0.6%) and 40 basis points (0.4%) higher than the comparable prior year ~~period~~periods, ~~primarily~~respectively. ~~due~~The tothree- ~~increases~~and insix-month ~~membership~~increase ~~income~~is ~~and~~primarily ~~other~~due ~~income~~to ofincreases 10in ~~basis~~our ~~points~~warehouse ~~(0.1%)~~sales ~~each~~margins as awell ~~percentage~~as ofincreases ~~total~~in ~~revenues~~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. ~~In total~~Selling, ~~selling,~~ general and administrative expenses increased $2021.72 million for the ~~first~~second quarter of fiscal year 2026 compared to the same prior-year period, and increased as a percentage of total revenues by 30 basis points (0.3%) to 1312.17% of total revenues for the ~~first~~second quarter of fiscal year 2026 compared to 12.84% of total revenues for the ~~first~~second quarter of fiscal year 2025.

~~Warehouse~~Selling, ~~club~~general and ~~other~~administrative ~~operations~~ expenses increased ~~to 9~~$41.5%8 ofmillion ~~total revenues~~ for the first ~~quarter~~six months of fiscal year 2026 compared to ~~9.4% for~~ the same prior-year period~~. This is primarily due to our Colombia market~~, ~~which~~and increased as a percentage of total revenues ~~year~~by ~~over~~30 ~~year~~basis ~~due~~points (0.3%) to ~~the~~12.9% ~~impact~~ of total revenues for the ~~appreciation~~first six months of ~~the~~fiscal ~~Colombian~~year ~~peso~~2026 oncompared ~~our~~to ~~warehouse~~12.6% ~~club~~of ~~and~~total ~~other~~revenues ~~operations~~for ~~expenses~~the infirst ~~Colombia~~six months of fiscal year 2025.

General and administrative expenses increased to 3.6% of total revenues for the first quarter of fiscal year 2026 compared to 3.4% of total revenues for the first quarter of fiscal year 2025. The increase 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.53

Operating income increased to $62.9 million (4.6% of total revenues) in the first quarter of fiscal year 2026 compared to $58.3 million (4.6% of total revenues) for the first quarter of fiscal year 2025.

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Warehouse club and other operations expenses increased to 9.3% and 9.4% of total revenues for the second quarter and first six months of fiscal year 2026 compared to 9.1% and 9.2% for the second quarter and first six months of fiscal year 2025, respectively. The increases for the second quarter and first six months of fiscal year 2026 compared with the same periods in the prior year are primarily due to our Colombia market, which increased as a percentage of total revenues year over year due to the impact of the appreciation of the Colombian peso on our warehouse club and other operations expenses in Colombia.

General and administrative expenses increased to 3.3% and 3.5% of total revenues for the second quarter and first six months of fiscal year 2026, compared to 3.2% and 3.3% of total revenues for the second quarter and first six months of fiscal year 2025, respectively. The increases for the three- and six-month periods of fiscal year 2026 compared with the same periods in the prior year are 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 investments in technology is expected to increase in subsequent periods as the Company begins to execute on its planned initiatives.

Operating income increased to $75.4 million (5.0% of total revenues) and $138.3 million (4.8% of total revenues) in the second quarter and first six months of fiscal year 2026, compared to $65.3 million (4.8% of total revenues) and $123.5 million (4.7% of total revenues) for the second quarter and first six 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

November 30,2025

November 30,2024

February 28,2026

February 28,2025

Amount

Change

Amount

Interest income

23,~~949~~632

~~729~~897

2,~~220~~735

Comparison of Three Months Ended November 30, 2025 and November 30, 2024


	Six Months Ended
	February 28, 2026				February 28, 2025
	Amount		Change		Amount
Interest income	$	6,581	$	1,626	$	4,955

~~Net~~Comparison ~~interest~~of ~~income~~Three ~~increased~~and ~~for~~Six ~~the~~Months ~~three~~Ended ~~months ended November~~February 3028, ~~2025,~~2026 ~~primarily~~and ~~due~~February 28, ~~to an increase in amounts on deposit when compared to the prior year.~~2025

Net interest income increased for the three and six months ended February 28, 2026, primarily due to an increase in amounts on deposit when compared to the prior year.

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Interest Expense

	Three Months Ended
	November 30,2025				November 30,2024
	February 28,2026				February 28,2025
	Amount		Change		Amount
Interest expense on loans	$	3,~~646~~212	$	1,~~053~~120	$	2,~~593~~092
Interest expense related to hedging activity	1,~~121~~139		~~724~~311		~~397~~828
Less: Capitalized interest	(347)		(52)		(295)
Interest expense on finance lease	185		185		—
Interest expense	$	4,420	$	1,725	$	2,695
Less: Capitalized interest	(577)		(195)		(382)
Interest expense	$	3,959	$	1,421	$	2,538

Comparison of Three Months Ended November 30, 2025 and November 30, 2024


	Six Months Ended
	February 28, 2026				February 28, 2025
	Amount		Change		Amount
Interest expense on loans	$	6,859	$	2,174	$	4,685
Interest expense related to hedging activity	2,260		1,035		1,225
Interest expense on finance lease	185		185		—
Less: Capitalized interest	(925)		(248)		(677)
Interest expense	$	8,379	$	3,146	$	5,233

~~Interest~~Comparison ~~expense~~of ~~reflects~~Three ~~borrowings by PriceSmart, Inc.~~ and ~~our~~Six ~~wholly~~Months ~~owned~~Ended ~~foreign subsidiaries to finance new land acquisition and construction for new warehouse clubs and distribution centers~~February 28, ~~warehouse~~2026 ~~club expansions, the capital requirements of warehouse club~~ and ~~other operations~~February 28, ~~and ongoing working capital requirements.~~2025

Interest expense ~~increased~~reflects ~~for~~borrowings ~~the~~and ~~three~~finance ~~month~~leases ~~period~~entered ~~ended~~into ~~November 30,~~by ~~2025~~PriceSmart, ~~primarily~~Inc. ~~due~~and toour anwholly ~~increase~~owned inforeign ~~outstanding~~subsidiaries ~~debt when compared~~ to ~~the~~finance ~~prior~~new ~~year~~land ~~period.~~acquisition ~~The~~and ~~increase~~construction infor ~~outstanding~~new ~~debt~~warehouse ~~was~~clubs ~~primarily~~and indistribution ~~our~~centers, ~~Trinidad~~warehouse ~~subsidiary~~club inexpansions, ~~which~~the wecapital ~~entered~~requirements ~~into~~of ~~financing~~warehouse ~~transactions~~club toand ~~provide~~other ~~additional~~operations, ~~U.S.~~foreign ~~dollar~~currency ~~liquidity~~transactions, inand ~~the~~ongoing ~~fourth~~working ~~quarter~~capital ~~of fiscal year 2025~~requirements.

Interest expense increased for the three- and six-month periods ended February 28, 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.

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

November 30,2025

November 30,2024

February 28,2026

February 28,2025

Amount

Change

% Change

Amount

Other expense, net

(58,~~761)~~405

13,~~095~~099

~~(16~~58.0)4

(65,~~856)~~306


	Six Months Ended
	February 28, 2026						February 28, 2025
	Amount		Change		% Change		Amount
Other expense, net	$	14,166	$	2,004	16.5	%	$	12,162

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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 and six months ended ~~November 30~~February 28, ~~2025~~2026, the primary driver of Other expense, net ~~was~~were $4.16 million and $7.9 million of losses due to revaluation of monetary assets and liabilities (primarily U.S. dollars) compared to $30.31 million inand ~~the~~$3.4 ~~prior~~million, ~~year~~respectively, ~~period.~~of ~~Additionally,~~losses ~~during~~for the three and six months ended ~~November~~February 3028, 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 quarter and six months ended February 28, 2026, our markets contributed $23.17 million and $6.7 million, respectively, 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 $35.41 million inand $8.5 million, respectively, of transaction costs for the ~~prior~~three ~~year~~and ~~period~~six months ended February 28, 2025.

Provision for Income Taxes

Three Months Ended

November 30,2025

November 30,2024

February 28,2026

February 28,2025

Amount

Change

Amount

Provision for income taxes

1517,~~529~~597

21,~~033~~213

1316,~~496~~384

Effective tax rate

2726.94%

2627.52%

Comparison of Three Months Ended November 30, 2025 and November 30, 2024


	Six Months Ended
	February 28, 2026				February 28, 2025
	Amount		Change		Amount
Provision for income taxes	$	33,126	$	3,246	$	29,880
Effective tax rate	27.1%				26.9%

~~For~~Comparison ~~the~~of ~~three~~Three ~~months~~and ~~ended~~Six ~~November 30,~~Months ~~2025,~~Ended ~~the effective tax rate was 27.9% compared to 26.5% for the prior-year period. The increase in the effective rate versus the prior year was primarily attributable to non-recurring items~~February 28, ~~primarily~~2026 ~~from a tax contingency accrual~~ and ~~foreign~~February 28, ~~exchange rate fluctuations.~~2025

~~Other~~For ~~Comprehensive~~the ~~Income~~three months ended February 28, 2026, the effective tax rate was 26.4% compared to 27.2% for the prior-year period. The decrease in the effective rate versus the prior year was primarily attributable to foreign exchange rate fluctuations.

	Three Months Ended
	November 30,2025						November 30,2024
	Amount		Change		% Change		Amount
Other Comprehensive Income (Loss)	$	16,643	$	19,659	651.8	%	$	(3,016)

For the six months ended February 28, 2026, the effective tax rate was 27.1% compared to 26.9% for the prior-year period.

~~Comparison of Three Months Ended November 30, 2025 and November 30, 2024~~56

Other comprehensive income for the first 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 first three 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 Colombia and Costa Rica subsidiaries.

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Other Comprehensive Income


	Three Months Ended
	February 28, 2026						February 28, 2025
	Amount		Change		% Change		Amount
Other Comprehensive Income	$	21,300	$	14,334	205.8	%	$	6,966


	Six Months Ended
	February 28, 2026						February 28, 2025
	Amount		Change		% Change		Amount
Other Comprehensive Income	$	37,943	$	33,993	860.6	%	$	3,950

Comparison of Three and Six Months Ended February 28, 2026 and February 28, 2025

Other comprehensive income for the second 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 second quarter, the largest translation adjustments were related to the appreciation of the local currency against the U.S. dollar of our Costa Rica and Dominican Republic subsidiaries. During the first six 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.

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 wethat ~~commenced in the fourth quarter of fiscal year 2023 and~~ 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.

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The following table summarizes the cash and cash equivalents, including restricted cash, held by our foreign subsidiaries and domestically (in thousands):

	November 30,2025		August 31,2025
	February 28,2026		August 31,2025
Amounts held by foreign subsidiaries	$	~~215~~157,~~390~~981	$	222,770
Amounts held domestically	3437,~~167~~106		62,521
Total cash and cash equivalents, including restricted cash	$	~~249~~195,~~557~~087	$	285,291

The following table summarizes the short-term investments held by our foreign subsidiaries and domestically (in thousands):

	November 30,2025		August 31,2025
	February 28,2026		August 31,2025
Amounts held by foreign subsidiaries	$	~~114~~149,~~160~~712	$	73,186
Amounts held domestically	—		—
Total short-term investments	$	~~114~~149,~~160~~712	$	73,186

As of ~~November~~February 3028, ~~2025~~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.

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 ~~November~~February 3028, ~~2025~~2026 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $8076.29 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.

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Our cash flows are summarized as follows (in thousands):

	Three Months Ended
	Six Months Ended
	November 30,2025		November 30,2024		Change
	February 28,2026		February 28,2025		Change
Net cash provided by operating activities	$	71133,~~245~~286	$	38126,~~530~~385	$	326,~~715~~901
Net cash used in investing activities	(90169,~~267~~378)		(2979,~~306~~508)		(6089,~~961~~870)
Net cash used in financing activities	(1662,~~150~~431)		(1740,~~588~~729)		1(21,~~438~~702)
Effect of exchange rates	(562)		8,514		(9,076)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	8,319		3,045		5,274
Net increase (decrease) in cash and cash equivalents	$	(35,734)	$	150	$	(35,884)
Net increase (decrease) in cash, cash equivalents and restricted stock	$	(90,204)	$	9,193	$	(99,397)

Net cash provided by operating activities totaled $71133.23 million and $38126.54 million for the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 and ~~November~~February 3028, ~~2024~~2025, respectively. For the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, net cash provided by operating activities increased primarily due to a $1810.76 million ofincrease ~~overall~~in net ~~positive~~income ~~changes~~without innon-cash ~~our~~items ~~various operating assets~~ and ~~liabilities~~a ~~mainly~~$5.3 ~~due~~million tonet ~~decreases~~positive change in our ~~VAT~~various ~~receivables~~operating assets and ~~increases in accrued platinum rewards~~liabilities, aspartially ~~well~~offset asby shifts in working capital due to higher overall inventory balances which contributed $109.0 million toof ~~the~~cash ~~overall~~used ~~increase~~in operating activities.

Net cash used in investing activities totaled $90.3 million and $29.3 million for the three months ended November 30, 2025 and November 30, 2024, respectively. The $61.0 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 $39.8 million, an $11.9 million increase in purchases of long-term investments and a $10.4 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 three-month period a year ago. This was partially offset by $1.1 million of cash received due to the dissolution of our joint venture.58

Net cash used in financing activities totaled $16.2 million and $17.6 million for the three months ended November 30, 2025 and November 30, 2024, respectively. The $1.4 million decrease in net cash used in financing activities is primarily the result of an $8.4 million decrease in net repayments of long term bank borrowings during the first three months of fiscal year 2026, partially offset by a $5.1 million increase in the net repayments of short-term bank borrowings and a $1.8 million increase in purchases of treasury stock upon vesting of restricted stock awards to cover employees' tax withholding obligations compared to the same period a year ago.

The following table summarizes the dividends declared and paid during fiscal year 2025 (amounts are per share):

First Payment

Second Payment

Declared

Amount

RecordDate

DatePaid

Amount

RecordDate

DatePaid

Amount

2/6/2025

1.26

2/18/2025

2/28/2025

0.63

8/15/2025

8/29/2025

0.63

On February 6, 2025, the Company’s Board of Directors declared an annual cash dividend in the total amount of $1.26 per share, with $0.63 per share paid on February 28, 2025 to stockholders of record as of February 18, 2025 and $0.63 per share paid on August 29, 2025 to stockholders of record as of August 15, 2025. 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 $38.6 million for the three months ended November 30, 2025, of which $18.5 million and $20.1 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.

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Net cash used in investing activities totaled $169.4 million and $79.5 million for the six months ended February 28, 2026 and February 28, 2025, respectively. The $89.9 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 $59.6 million, a $25.5 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 six-month period a year ago, and an $11.9 million increase in purchases of long-term investments. This was partially offset by a $6.1 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.

Net cash used in financing activities totaled $62.4 million and $40.7 million for the six months ended February 28, 2026 and February 28, 2025, respectively. The $21.7 million increase in net cash used in financing activities is primarily the result of a $15.9 million increase in net repayments of short-term bank borrowings during the first six months of fiscal year 2026, 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.

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 $88.3 million for the six months ended February 28, 2026, of which $35.2 million and $53.1 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 ~~November~~February 3028, ~~2025~~2026, we have signed ~~two~~one lease ~~agreements~~agreement which ~~have~~has not yet commenced. Please refer to "Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 6 – Commitments and Contingencies" for further discussion.

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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.

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

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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 sale of goods and services and pay VAT to our vendors upon 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.

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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.

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•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.

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 ~~first~~second 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.

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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 ~~November~~February 3028, ~~2025~~2026 compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

Information about the financial impact of foreign currency exchange rate fluctuations for the three- and six-month ~~period~~periods ended ~~November~~February 3028, ~~2025~~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 month period ended November 30, 2025 is disclosed in “Item 1. Financial Statements: Notes to Consolidated Financial Statements, Note 8 – Derivative Instruments and Hedging Activities.”62

~~Information~~Table ~~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 month period ended November 30, 2025 is disclosed in “Item 2. Management’s Discussion & Analysis – Other Comprehensive Income.”Contents

Information about the change in the fair value of our hedges and the financial impact thereof for the three- and six-month periods ended February 28, 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 six-month periods ended February 28, 2026 is disclosed in “Item 2. Management’s Discussion & Analysis – Other Comprehensive Income.”

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.

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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 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 ~~November~~February 3028, ~~2025~~2026, the Company repurchased 4126,~~168~~534 shares in the indicated months. These were the only repurchases of equity securities made by the Company during the ~~first~~second 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 ~~November~~February 3028, ~~2025~~2026:

Period	Total Numberof SharesPurchased	Average PricePaid Per Share		Total Numberof SharesPurchasedas Part ofPubliclyAnnouncedPlans orPrograms	MaximumNumber ofShares ThatMay Yet BePurchasedUnder thePlans orPrograms
September 1, 2025 - September 30, 2025	—	$	—	—	N/A
December 1, 2025 - December 31, 2025	—	$	—	—	N/A
October 1, 2025 - October 31, 2025	41,168	123.15		—	N/A
January 1, 2026 - January 31, 2026	26,534	140.70		—	N/A
November 1, 2025 - November 30, 2025	—	—		—	N/A
February 1, 2026 - February 28, 2026	—	—		—	N/A
Total	4126,~~168~~534	$	~~123~~140.1570	—	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

OnDuring ~~November 14,~~the ~~2025,~~second ~~Francisco~~quarter ~~Velasco,~~of ~~our~~fiscal ~~Executive~~year ~~Vice President - Chief Legal Officer~~2026, ~~Chief~~none ~~Risk~~of &our ~~Compliance~~directors ~~Officer,~~or ~~and~~executive ~~Registered~~officers ~~In-House~~adopted ~~Counsel,~~or ~~adopted~~terminated a Rule 10b5-1 Trading Plan., ~~Mr.~~or ~~Velasco’s~~a “non-Rule 10b5-1 ~~Trading~~trading ~~Plan~~arrangement” ~~provides~~(as ~~for~~defined ~~the~~in ~~sale~~Item of408(c) ~~up to 1,352 shares~~ of ~~the~~Regulation ~~Company's common stock during the period beginning on February 13, 2026 and ending December 31, 2026~~S-K).

During the first quarter of fiscal year 2026, except as described above, none of our other directors or executive officers adopted or terminated a Rule 10b5-1 Trading Plan, or a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

ITEM 6. EXHIBITS

(a)Exhibits:

3.1(1)			Amended and Restated Certificate of Incorporation of the Company.
3.2(2)			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.3(3)			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.4(4)			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.5(5)			Second Amended and Restated Bylaws of the Company.
3.6(6)			Amendment to Second Amended and Restated Bylaws of PriceSmart, Inc.
10.1*			Amendment to Employment Agreement between the Company and Paul Kovaleski dated September 4, 2025.
10.2*			Amendment to Employment Agreement between the Company and Wayne Sadin dated September 4, 2025.
10.3*			Amendment to Employment Agreement between the Company and Francisco Velasco dated September 4, 2025.
10.4*			Amendment to Employment Agreement between the Company and John Hildebrandt dated September 4, 2025.
31.1*			Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*#			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*#			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			Inline XBRL Instance Document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith as an exhibit.

# 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.

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(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:	~~January~~April 78, 2026	By:	/s/ DAVID N. PRICE
			David N. Price
			Chief Executive Officer
			(Principal Executive Officer)
Date:	~~January~~April 78, 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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