PRICESMART INC

General

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 August 31,2026, we had 58 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. With overtwo million membership accounts and over four million cardholders, we believe PriceSmart is an essential part of the shopping experience for consumers and small businesses in PriceSmart’s markets.

PriceSmart sources approximately half of its merchandise from suppliers within Latin America and the Caribbean, with the balance of merchandise sourced from the United States and globally. Product selection includes basic consumable merchandise for consumers and businesses,“Member’s Selection®”private label merchandise and consumable and non-consumable products that are often not otherwise available in our markets.

PriceSmart continually focuses on innovation. Beyond in-club shopping, our Members can shop via our mobile app or online at PriceSmart.com, both of which offer home delivery and curbside pickup via our Click & Go® service. PriceSmart is making significant investments in technology both to improve the digital shopping experience for its Members and to enhance operating efficiencies in the supply chain and the back office.

We seek to be an outstanding place to work and provide safe and pleasant working environments for our over 13,000 employees, along with excellent pay and benefits, including healthcare coverage and retirement benefits.

PriceSmart is committed to improving the quality of life for people living in the communities in which it does business. Through a partnership with Price Philanthropies Foundation, we provide school supplies to approximately 140,000 children and vision screening and eye exams for thousands of children through the Aprender y Crecer program. In addition, the PriceSmart Foundation makes grants to support youth workforce development and small business growth in PriceSmart markets.

We believe that operating our business at the highest standards, providing outstanding jobs for our employees and being good stewards of the communities in which we operate result in PriceSmart being a good investment for our stockholders.

The number of warehouse clubs for each country or territory were as follows:

Our Member-facing warehouse clubs are all located in Latin America and the Caribbean. Our two regional distribution centers located in the United States (Miami) and Costa Rica operate in conjunction with our local distribution centers in all of our multi-club markets, as well as our distribution centers in China. Our corporate headquarters, U.S. buying operations and support service center offices are locatedin the United States. Lastly, we have additional support service centers in some of our markets. Our operating segments currently are the United States, Central America, the Caribbean and Colombia.

In the first quarter of fiscal year 2026, we executed a land lease for our fourth warehouse club in Jamaica, located on South Camp Road (Kingston), approximately six miles southeast from the nearest club in the capital of Kingston. The club is under construction on a three-acre property and is anticipated to open in December 2026.

In the third quarter of fiscal year 2026, we executed a land lease for our eighth warehouse club in Guatemala, located in Villa Nueva, approximately thirteen miles south from the nearest club in the capital of Guatemala City. The club will be built on a five-acre property and is anticipated to open in late winter of 2027.

In the third quarter of fiscal year 2026, we executed a lease for our first warehouse club in Chile in Comuna Las Condes, Santiago. The club will be located within the Mallplaza Los Dominicos shopping center and is anticipated to open in the spring of 2027.

In the fourth quarter of fiscal year 2026, we purchased land and plan to open our eleventh warehouse club in Costa Rica, located in Santo Tomas de Santo Domingo (Heredia), approximately four miles east from the nearest club in Heredia. The club will be built on a six-acre property and is anticipated to open in the spring of 2027.

In the first quarter of fiscal year 2027, we opened our third warehouse club in Jamaica, located in Montego Bay, approximately 100 miles west from the nearest club in the capital of Kingston and built on a five-acre property.

In addition to the club opened in Jamaica in the first quarter of fiscal year 2027, once these four new clubs are open, we will operate 63 warehouse clubs in total.

We continue to evaluate opportunities to expand our warehouse club operations in our existing markets and to assess potential entry in new markets. In Chile, in addition to our planned warehouse club in the Mallplaza Los Dominicos shopping center, we have entered into executory agreements to acquire land for two additional warehouse clubs, subject to normal contingencies.

Merchandising

A fundamental part of our value proposition is making available to our retail and business Members a selection of high-quality merchandise and services sourced within our region and from around the world, at lower prices than our competitors.

We offer merchandise and services in the following categories:

•Consumables, consisting primarily of groceries, cleaning supplies, and health and beauty aids, representing approximately 46% of our net merchandise sales;

•Fresh Foods, including meat, produce, deli, seafood and poultry, representing approximately 32% of our net merchandise sales;

•Hardlines, including electronics, large and small appliances, automotive, hardware, sporting goods, and seasonal products, representing approximately 11% of our net merchandise sales;

•Softlines, including clothing, domestics and home furnishing products, representing approximately 6% of our net merchandise sales;

•Food Service and Bakery, representing approximately 4% of our net merchandise sales; and

•Health Services, including optical, audiology and pharmacy, representing approximately 1% of our net merchandise sales. In the fourth quarter of fiscal year 2026, we discontinued our audiology services. At that time, we offered audiology services in 24 of our warehouse clubs.

Competitive Strengths

Low Operating Costs. Our club format is designed to move merchandise from suppliers to PriceSmart Members at a lower expense ratio than our competitors. We strive to achieve efficiencies in product distribution by minimizing the labor required to stock and display merchandise, limiting non-payroll operating expenses and maintaining low occupancy costs. For example, we offer a limited number of stock keeping units (SKUs) with large pack sizes, which allows us to keep shelves stocked with less labor cost than competitors that offer a greater number of SKUs. Our focus on lowering operating costs helps us provide better value and lower prices to our Members, which we believe helps generate Member loyalty and renewals, which in turn leads to increased sales.

Membership. We believe our membership concept provides a competitive advantage. Although the economies of the countries in which we operate vary significantly country-to-country, our membership across our markets tends to be concentrated in a desirable demographic with strong purchasing power. Data we can access about our Members not only provides better connectivity with our Members, but also enables us to identify and pursue additional opportunities to provide value for our Members. Membership has been a basic operating characteristic in the warehouse club industry, beginning over 50 years ago at Price Club, the first membership warehouse club business. We believe membership promotes Member loyalty, and membership fees contribute to our ability to operate our business on lower margins than conventional retailers and wholesalers. Membership fees were equal to approximately 1.8% of net merchandise sales and 38.6% of operating income in fiscal year 2026. Our Members can sign up for and renew their memberships online, which gives us another valuable digital touch point with them.

We continue to expand our product and services offerings to our Members. As of August 31, 2026, we had 55 optical locations and 26 pharmacy locations open. During the fourth quarter of fiscal year 2026, the Company discontinued operations of its audiology department and reallocated the selling space to be used for merchandise. We continue to focus on services that best support our strategic objectives and growth initiatives. We believe that untapped opportunities exist to enhance the value of our membership further in various areas. We continue to explore opportunities to provide our Members with products and services that are particularly attractive to our unique membership base.

Business Members. Our product selection, larger pack sizes, and low prices appeal to both business and retail consumers. Business Members include a broad cross section of businesses such as restaurants, enterprises, and other businesses that purchase products for resale and supplies used in their businesses. These Business Members represent a significant source of sales and profit and provide purchasing volume that gives us better prices from our suppliers.

Worldwide Sourcing. Approximately 48.7% of our sales come from merchandise sourced in the U.S., Asia and Europe. We believe one of the primary advantages we have compared to most of our local competitors is our buying team, based both in the United States and in our markets, which sources merchandise from suppliers in the U.S. and around the world. Our buyers identify and purchase new and exciting items, including our own “Member’s Selection®” private label products. Many of these products are available only at PriceSmart in the markets in which we operate.

New Executive Officers. PriceSmart appointed several new executive officers during fiscal year 2026.

David N. Price has served as Chief Executive Officer since September 2025 after joining the company in July 2017, and was elected as a director of the Company in February 2022. Mr. Price previously served as Executive Vice President and Chief Transformation Officer from August 2023 to August 2025, wherein he led several important areas, including Information Technology, PriceSmart.com, and Payment Solutions and Services. Prior to that role, he was the Executive Vice President and Chief of Staff to the Chairman of the Board and the Company’s Interim Chief Executive Officer, Robert Price, from December 2022 to July 2023. Between January 2022 and December 2022, Mr. Price served as Vice President for Environmental and Social Responsibility. Before that, between September 2020 and January 2022 he was Vice President for Omnichannel Initiatives and Environmental and Social Responsibility. From September 2018 to August 2020, Mr. Price worked as a Director in our E-Commerce division.

Shari G. White has served as Executive Vice President – Chief Merchandising Officer since June 2026 after joining the Company in January 2026 as Senior Vice President – Merchandising (U.S. Foods). Prior to joining the Company, Ms. White held various merchandising leadership roles at Petco, a pet specialty retailer, as well as merchandising and private label roles at Target, and marketing and brand management roles at Unilever. Ms. White holds an MBA from the Kellogg School of Management at Northwestern University and a Bachelor of Arts degree from the University of Michigan.

Shweta Bhatia has served as Executive Vice President – Chief Information Officer since July 2026 after joining the Company in May 2026 as Executive Vice President – Information Technology. Prior to joining the Company, she served as Executive Vice President & Chief Technology Officer for Advance Auto Parts, a North American automotive aftermarket parts provider, from January 2025 to August 2025. Previously Ms. Bhatia served as Senior Vice President of Technology for Dollar General Corporation, a North American chain of discount stores, from September 2022 to January 2025, Corporate Vice President, International Technology for Walmart, a large global retailer, from May 2019 to September 2022, and in several roles in the technology function at Kohl’s, a U.S. department store, from July 2007 to April 2019.

Continuous Improvement. The warehouse club industry has been operating for over 50 years, following the founding of Price Club in 1976. The world of merchandising has evolved during this period, particularly with respect to how technology impacts operational efficiencies and how consumers shop. We are leveraging technology to enhance our buying process to more efficiently source merchandise and procure products in a manner that meets current and ever-evolving Member preferences. We operate in multiple markets, many of which are relatively small, with different legal requirements, local buying opportunities, cultural norms, distribution and logistical challenges and Member preferences that require us to source the correct mix of local and imported merchandise. We believe that our future success is highly dependent on our capacity to continue to adapt and innovate to meet the needs of our current and future Members. We also have improved our inbound and outbound online communication channels, and we are using data analytics to better understand our Members’ evolving preferences.

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. During the first quarter of fiscal year 2027, we opened our third warehouse club in Jamaica, located in Montego Bay. We have acquired land for one new warehouse club and entered into leases for three new warehouse clubs. These warehouse clubs will be our fourth warehouse club in Jamaica, our eleventh warehouse club in Costa Rica, our eighth warehouse club in Guatemala, and our first warehouse club in Chile. Once these four new clubs are open, PriceSmart will operate 63 warehouse clubs in total. In addition, in Chile, we have entered into executory agreements for two potential sites for two new warehouse clubs and are actively reviewing other potential sites. As part of our expansion into Chile, we have hired local consultants to assist us, appointed a country general manager, begun building our local team and opened a central office in Chile.

Additionally, we believe that one of the quickest and most effective ways to increase sales and profitability is to increase the size and efficiency of our existing warehouse clubs and the number of parking spaces at our high-volume locations. To support this strategy, we began a parking lot expansion during the fourth quarter of fiscal year 2026 in Via Brasil, Panama. Additionally, in fiscal year 2027, we will begin the remodel of our Barbados club, a parking lot expansion of our Aranda club in Guatemala, and both a parking lot expansion and warehouse remodel of our Fraijanes club in Guatemala. During fiscal year 2023, we entered into a lease agreement to relocate and extend the lease term for our Miraflores club, which is our highest selling location in Guatemala. The new warehouse will have increased sales floor square footage and a greater number of parking spaces, along with covered parking for our Members. We expect to relocate our Miraflores club to this new location in the first half of calendar year 2028.

We are enhancing our distribution and logistics network through the opening of distribution centers in China and in each of our multi-club markets, either operated by PriceSmart or through the use of third-party logistics providers. We completed full implementation of these distribution centers in China in the second quarter of fiscal year 2026. These distribution centers have helped reduce landed costs and lead times (via direct shipments from Asia to our local markets). In addition to our regional distribution center in Costa Rica, we have PriceSmart-operated distribution centers in various stages of development and implementation in other key markets. In the second quarter of fiscal year 2026, we opened a distribution center in Trinidad, and in the third quarter of fiscal year 2026, we opened a distribution center in Colombia. We expect to open three distribution centers during fiscal year 2027, including PriceSmart-operated distribution centers in Jamaica and the Dominican Republic and a third-party-operated distribution center in Chile. We also expect to relocate and consolidate our cold regional distribution center currently located in a separate building into the existing regional distribution center in Miami during fiscal year 2027.

II. Increase Membership Value. At PriceSmart, we are dedicated to attracting new Members and fostering long-term loyalty by continually enhancing the value of membership. In addition to providing low prices on merchandise, we seek to provide Members with greater convenience and an expanding range of services. This includes access to PriceSmart.com for online shopping, seamless club pickup and delivery services, and our comprehensive well-being initiative. Members enjoy optical services with free eye exams and affordably priced eyeglass frames. In select markets, we offer pharmacy services to further enrich the PriceSmart membership experience. During the fourth quarter of fiscal year 2026, the Company ceased offering audiology services and reallocated the selling space to be used for merchandise.

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. Although Platinum Memberships are priced higher than our other tier, Members who choose Platinum pay more in order to get more, through exclusive benefits and enhanced rewards. 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. We believe Members can derive maximum value from their membership by becoming Platinum Members, particularly when pairing Platinum Membership 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 23.4% of our total membership base as of August 31, 2026, an increase from 17.9% as of August 31, 2025.

Additionally, our private-label products that we sell under the "Member’s Selection®" brand play 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 daily needs, "Member’s Selection®" products range from pantry staples to household essentials, providing affordable alternatives without compromising on quality. In fiscal year 2026, our private label sales represented 26.9% of total merchandise sales, down from 28.1% for fiscal year 2025. This decline resulted from our decision to discontinue produce sales under the "Member’s Selection®" brand in the first quarter of fiscal year 2026 as we determined that these products no longer aligned with the value proposition we strive to deliver with our private-label products. Excluding sales of produce under the "Member’s Selection®" brand, our private-label sales, as a percentage of total net merchandise sales, increased by 20 basis points in fiscal year 2026 compared to fiscal year 2025.

Our strategy is to offer our Members a curated selection of high-quality merchandise at prices we believe consistently deliver strong value across our markets. Our model focuses on fast-turning items, with limited variations in styles, sizes, and colors to maximize efficiency and drive savings. We offer a limited number of stock keeping units ("SKUs") with large pack sizes. Our "Treasure Hunt" experience offers the best value on exclusive or one-time-buy merchandise. By continuously enhancing our benefits and maintaining a strong focus on membership growth, renewal rates, and Member spending, we provide our Members with unmatched value, no matter how, when or where they choose to shop.

III. Drive Incremental Sales via PriceSmart.com and Enhanced Digital and Technological Capabilities. We have continued to tailor our digital experience to try to exceed our Members expectations of how, when and where they want to shop. In fiscal year 2026, our digital channel sales reached $387.4 million, a 26.3% increase year-over-year, representing 6.7% of total net merchandise sales. We also continue to modernize our processes and technology across the organization. During fiscal year 2026, we made further progress in our migration to the RELEX supply chain and inventory management software platform. Implementation of the platform with respect to our U.S. vendor set up is substantially complete. However, implementation with respect to our local in-country vendor set up, as well as certain merchandise management components, is taking longer than originally anticipated. As a result, we no longer expect to complete the full implementation by the second quarter of fiscal year 2027 as previously anticipated, but we are continuing to work toward completing implementation as soon as practicable. We believe this upgraded technology will enhance employee productivity, improve inventory management, reduce spoilage and increase in‑stock availability in the long run.

In the first quarter of fiscal year 2027, we completed implementation of a new point-of-sale system, Elera, a Toshiba product, in Costa Rica, our second Spanish-speaking country in Central America. We are in the process of completing implementation in the Dominican Republic, our final country in the Caribbean. We are continuing the rollout of Elera in the remainder of our markets in Central America and Colombia. We believe that with this upgraded technology we can achieve faster checkout times, improve employee productivity and enhance our payment option capabilities.

We completed the first phase of the implementation of Workday's human capital management system in the first quarter of fiscal year 2027. This technology upgrade is enhancing the employee experience with modern, user-friendly tools, while improving processes and efficiencies, strengthening compliance and providing scalable, integrated data to support future growth. We also progressed further in our multi‑phase implementation of the E2Open global trade management platform during fiscal year 2026. This platform is designed to enhance automation, compliance, and controls across global import and export operations. Once fully implemented, we believe this platform will strengthen trade compliance, improve data visibility, and support scalable international growth.

During fiscal year 2026, we continued the migration of our mobile application to fully native iOS and Android architectures to enhance speed, reliability, and accessibility for our Members. By solidifying our digital foundation and enabling faster deployment of new features, we believe we are well positioned to deliver an outstanding shopping experience while continuing to reduce costs.

We also continued development of our Membership Omnichannel Transformation ("MOT"), a unified proprietary platform designed to streamline the full membership lifecycle across all channels and geographies. We expect MOT to consolidate member identity, transaction history, and interaction data into a single system of record, replacing fragmented legacy processes with a consistent, auditable framework. By standardizing how enrollment, renewal, upgrades, and in-club and digital transactions are processed globally, we believe MOT will improve data quality, reduce friction in the member experience, and increase operational efficiency across our teams. We also believe capturing this data through MOT will allow us analytical opportunities to better understand Member preferences and trends.

Distribution Efficiency

We have always believed that distribution efficiency is fundamental for success in selling merchandise in our traditional clubs, and in today’s world, this principle holds especially true for purchases made online. Because PriceSmart sources merchandise from all over the world and especially from the United States, and because we are doing business in countries where infrastructure—roads and ports—is not as developed as in the United States, distribution efficiency is even more significant for us. Our ability to move products efficiently and in a timely manner from the suppliers to our Members is key to the cost structure of our business and, consequentially, to how low we can price our products for our Members.

Historically, our international suppliers and especially our U.S. suppliers have generally shipped their products to our Miami distribution facility, which operates within a Free Trade Zone, where the products are received and assigned to various containers for direct shipment to our locations. Regional and in-country suppliers have shipped directly to our locations. However, as our location sales volumes have grown, we have routed more products from international, regional and local suppliers to regional and local distribution centers.

In addition to our Miami distribution facility, we have a large regional distribution center located in the metropolitan area of San Jose, Costa Rica. This 165,000 square foot facility distributes both dry and refrigerated products primarily to PriceSmart clubs in Costa Rica and also ships some products to other clubs in Central America. In Panama City, Panama we have an approximately 120,000 square foot leased building that serves as a distribution center for our warehouse clubs in Panama. This distribution center operates in a similar way to our distribution center in Costa Rica. In the first quarter of fiscal year 2026, we adapted our distribution center in Panama to handle cold merchandise and began operations of a dry distribution center in Guatemala. In the second and third quarters of fiscal year 2026, we opened one distribution center in each of Trinidad and Colombia. Both properties are leased and are approximately 92,000 and 96,000 square feet, respectively. In some of our markets, we use distribution centers run by a third party. These distribution centers are part of our strategy to streamline a portion of our logistics network and, together with our plans to implement origin consolidation, we believe we will be able to lower freight costs, reduce transit time, and improve working capital by accelerating our sales conversion cycle. In addition, 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. The third-party distribution centers we opened in China during fiscal year 2026 allow us to store and consolidate merchandise by country of destination, improving efficiency and bypassing the United States and thereby avoiding U.S. tariffs on such merchandise.

PriceSmart's Membership Policy

We offer three types of memberships: Diamond, Business and Platinum.

The Diamond Membership is targeted at individuals and families. The annual fee for a Diamond Membership (entitling Members to two cards), in most markets as of August 31, 2026 was approximately $40 (excluding tax).

The Company currently offers the Platinum Membership program in all thirteen of its markets. Platinum Membership entitles Members to two cards. The annual fee for a Platinum Membership in most markets is approximately $80 (excluding tax). The Platinum Membership provides Members with a 2% rebate on most items, up to an annual maximum of $500. Platinum Members can apply this rebate to future purchases at the warehouse club at the end of the annual membership period. The rebate is issued annually to Platinum Members on March 1 and expires August 31. Any rebate amount not redeemed by August 31 is recognized as breakage revenue.

We promote our Business and Business Platinum Memberships by offering certain merchandise targeted primarily to businesses such as restaurants, hotels, convenience stores, offices and institutions. In most markets, our Business Members pay an annual membership fee of approximately $40, or approximately $80 for Business Platinum, for a primary and secondary membership card and approximately $10 or $15 for additional add-on membership cards based on membership type. Only businesses can qualify for a Business Membership, which permits up to three additional members.

Members can sign-up and renew their memberships as well as choose auto-renewal online.

We recognize membership income over the 12-month term of the membership. Deferred membership income was $50.6 million and $41.7 million as of August 31, 2026 and August 31, 2025, respectively. Our membership agreements provide that if our Members cancel their membership in the first 60 days, they will receive a full refund. After the initial 60-day period, Members may receive a refund for the prorated share of their remaining membership fee if they so request.

Our Intellectual Property Rights

It is our policy to obtain appropriate intellectual property rights protection for trademarks by filing applications for registration of eligible trademarks with the U.S. Patent and Trademark Office and in certain foreign countries. We also rely on copyright and trade secret laws to protect our proprietary rights. We attempt to protect our trade secrets and other proprietary information through confidentiality and non-disclosure agreements with our employees, consultants and suppliers. There can be no assurance, however, that we will be successful in protecting our proprietary rights. While we believe that our trademarks, copyrights and other proprietary know-how have significant value, changing technology and the competitive marketplace make our future success dependent principally upon our employees’ technical competence and creative skills for continuing innovation.

Our Competition

Our international merchandising business competes with a wide range of international, regional, national and local retailers, and traditional wholesale distributors. We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, shopping convenience and the overall shopping experience we offer. Some of our competitors have greater resources, buying power and name recognition. In the countries in which we operate and in Chile, we do not currently face direct competition from U.S. membership warehouse club operators. However, we do face competition from various retail formats such as hypermarkets, supermarkets, convenience stores, cash and carry outlets, home improvement centers, electronic retailers and specialty stores, including those within Latin America that are owned and operated by large U.S. and international retailers, including Walmart, Inc. in Central America, Grupo Éxito in Colombia and Cencosud in South America. We have competed effectively in our markets in the past and expect to continue to do so in the future due to the unique nature of the membership warehouse club format. It is possible that additional warehouse club operators may decide to enter our markets and compete more directly with a similar warehouse club format. We also face competition from online retailers, such as Amazon Global and Mercado Libre in South America, and last-mile delivery services that serve our markets, and we expect that this type of competition will grow and intensify in the future. Lastly, we face competition from wholesalers selling food and/or general merchandise, which more directly competes with our business-to-business sales.

Human Capital

As of August 31, 2026, we had over 13,000 employees. Approximately 96% of our employees were employed outside of the United States, and about 1,800 employees were represented by labor unions.

Developing a Diverse Workforce Representative of Our Markets

Our ability to serve our Members and execute our business strategy depends on the talent, capabilities and engagement of our workforce. We seek to attract, develop and retain employees who reflect the cultural and social diversity of the countries in which we operate. By recruiting locally, we not only create meaningful opportunities in the communities where we do business, but also gain deeper insight into each country's operating environment and legal framework.

We are a “People First Company,” and we believe our employees are our greatest strength. We believe we provide our employees with competitive wages paired with comprehensive benefits programs that often include health and life insurance, as well as long-term savings and retirement plans, which support the financial security and overall well-being of our employees and their families.

Talent Development and Learning

We invest in learning, career development, internal mobility and succession planning to support the continued personal growth of our employees and the long-term strength of our leadership pipeline. Our talent development strategy is designed to give employees at all levels opportunities to build skills, pursue career growth and prepare for expanded responsibilities. During fiscal year 2026, we conducted more than 230 corporate talent development sessions, resulting in more than 8,800 participant engagements across the organization. These sessions addressed leadership development, technical and professional capabilities and employee well-being, and are designed to help employees develop the knowledge and skills needed to contribute to our operational performance and long-term business objectives.

We also continued to invest in developing women leaders through our Women@PriceSmart program, which provided career development and inclusion support through more than 70 sessions during fiscal year 2026. In addition, during fiscal year 2026, 25 high-performing women participated in our Women in Leadership Development Program. The intentional development of women leaders is designed to strengthen our succession pipeline and increase representation of women in senior leadership roles.

Engaging Our Team through Internal Events – Diversity & Inclusion

Across the countries in which we operate, we organize activities throughout the year intended to strengthen employee connection, recognition, and sense of belonging. These activities include birthday and work anniversary celebrations, employee recognition programs, volunteer initiatives, health and wellness events, and recreational activities.

During fiscal year 2026, our employees contributed approximately 17,000 volunteer hours, exceeding our annual goal by approximately 2,400 hours, supporting educational, community, environmental, vision care and food bank initiatives that builds camaraderie and promotes teamwork.

Communication and transparency are also important components of employee engagement. Regular town halls, local meetings, and digital communications provide opportunities to share business priorities, recognize milestones, celebrate achievements, and invite employee feedback. These forums help strengthen connections across our geographically dispersed workforce and allow leaders to remain closely connected to employee experiences throughout our markets.

Looking ahead, we intend to continue advancing these initiatives in alignment with our broader human capital and environmental and social responsibility strategies. We seek to cultivate an organizational culture that values diversity, encourages engagement, supports employee well-being, and provides employees with opportunities to develop and grow. In doing so, we aim to strengthen our workforce and enhance the value we provide to our Members, and local communities.

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.

Other Information

PriceSmart, Inc. was incorporated in the State of Delaware in 1994. Our principal executive offices are located at 9797 Aero Drive, Suite 100, San Diego, California 92123. Our telephone number is (858) 404-8800. Our website home page on the internet is www.pricesmart.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K.

Throughout this Annual 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 Annual Report are the property of their respective owners.

Available Information

The PriceSmart, Inc. investor relations website or internet address is https://investors.pricesmart.com. On this website we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, the proxy statements for our annual meetings of stockholders and the annual report to the stockholders as soon as reasonably practicable after electronically filing such material with or furnishing it to the U.S. Securities and Exchange Commission (SEC). Our SEC reports can be accessed through the investor relations section of our website under “SEC Filings.” Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. We will make available our annual report on Form 10-K and our annual proxy statement for the 2026 annual meeting of stockholders at the internet address https://materials.proxyvote.com/741511 as soon as reasonably practicable after electronically filing such material with or furnishing it to the SEC.