UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


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

For the fiscal year ended August 31, ~~2024~~2025


☐			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.)

9740 Scranton Road, San Diego, CA			92121
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 Act:


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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

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 þ 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 þ 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.


Large accelerated filer ☑			Accelerated filer o
Non-accelerated filer o			Smaller reporting company ☐
			Emerging growth company ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financials statements o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) 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 þ

The aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates of the Registrant as of the last day of the Registrant's most recently completed second fiscal quarter was $2,~~165~~338,~~238~~529,~~903~~913 based on the last reported sale price of $8489.1439 per share on the NASDAQ Global Select Market on February 2928, ~~2024~~2025.

As of October 2524, ~~2024~~2025, 30,~~686~~888,~~721~~771 shares of Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on February 65, ~~2025~~2026 are incorporated by reference into Part III of this Form 10-K.

Table of Contents

PRICESMART, INC.

ANNUAL REPORT ON FORM 10-K FOR

THE FISCAL YEAR ENDED AUGUST 31, ~~2024~~2025

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	910
Item 1B.	Unresolved Staff Comments	2223
Item 1C.	Cybersecurity	2224
Item 2.	Properties	2426
Item 3.	Legal Proceedings	2527
Item 4.	Mine Safety Disclosures	2527
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2628
Item 6.	Reserved	2729
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2830
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5251
Item 8.	Financial Statements and Supplementary Data	5655
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5655
Item 9A.	Controls and Procedures	5655
Item 9B.	Other Information	5958
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5958
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	5958
Item 11.	Executive Compensation	5958
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5958
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5958
Item 14.	Principal Accounting Fees and Services	6059
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	6160
Item 16.	Form 10-K Summary	6462
	Signatures	6664

Table of Contents

Forward-Looking Statements

This annual report on Form 10-K contains forward-looking statements concerning PriceSmart, Inc.'s ("PriceSmart", the "Company", "we" or "our") anticipated future revenues and earnings, adequacy of future cash flows, omni-channel initiatives, proposed warehouse club 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 this Annual Report on Form 10-K under the heading Part I. “Item 1A. Risk Factors.” ~~Forward-looking~~These ~~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. 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.

PART I

Item 1. Business

General

PriceSmart was founded in 1996 by Sol and Robert Price, the creators of Price Club, the original warehouse club operator. The mission of PriceSmart is to operate its warehouse club business in Central America, the Caribbean and ~~Colombia~~South America at operating standards as good as, or superior to, warehouse club operations in the United States.

As of August 31, ~~2024~~2025, we had 5456 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 business model. We believe PriceSmart has become one of the most respected and trusted brands in the ~~region.~~countries ~~With~~where ~~nearly~~we operate and with over two million membership accounts, and almost 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 ~~slightly~~approximately ~~more than~~ half of its merchandise from suppliers within Latin America and the ~~region~~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 ~~unique~~ consumable and non-consumable products that are often not otherwise available in our markets.

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

~~PriceSmart~~We ~~seeks~~seek to ~~provide~~be ~~the~~an ~~best~~outstanding ~~working~~place ~~conditions~~to ~~possible~~work ~~for~~and ~~our almost 12,000 employees. We seek to~~ provide safe and pleasant working environments for our over 12,000 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. In partnership with Price Philanthropies Foundation, PriceSmart provides school supplies to approximately ~~150~~140,000 children, and eye exams to thousands of children through ~~its~~the Aprender y Crecer program. In addition, the ~~newly created~~ PriceSmart Foundation makes grants to support ~~work~~youth ~~force~~workforce development, and small business ~~entrepreneurship~~growth ~~and~~in toPriceSmart ~~improve the environment~~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.

Table of Contents

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

Country/Territory	Number ofWarehouse Clubs in Operation as of August 31, 2023	Number ofWarehouse Clubs in Operation as of August 31, 2024	Anticipated Warehouse Club Openings in Fiscal Year 2025
Country/Territory (1)	Number ofWarehouse Clubs in Operation as of August 31, 2024	Number ofWarehouse Clubs in Operation as of August 31, 2025	Anticipated Warehouse Club Openings in Fiscal Year 2026	Anticipated Warehouse Club Openings in Fiscal Year 2027
Colombia	910	10	—	—
Costa Rica	8	89	1—	—
Panama	7	7	—	—
Guatemala	56	67	1—	—
Dominican Republic	5	5	—1	—
Trinidad	4	4	—	—
El Salvador	34	4	—	—
Honduras	3	3	—	—
Nicaragua	2	2	—	—
Jamaica	2	2	—1	1
Aruba	1	1	—	—
Barbados	1	1	—	—
U.S. Virgin Islands	1	1	—	—
Totals	5154	5456	2	1

~~Our~~(1)In ~~warehouse~~July ~~clubs~~2025, ~~one regional distribution center and several smaller local distribution centers are located in Latin America and~~ the ~~Caribbean,~~Company ~~and~~announced ~~our~~its ~~corporate~~plans ~~headquarters,~~to ~~U.S.~~expand ~~buying~~into ~~operations and our larger regional distribution center are located in the United States~~Chile. ~~Our operating segments are the United States, Central America, the Caribbean and Colombia.~~

WeOur ~~have~~member-facing ~~purchased land and plan to open our ninth~~ warehouse ~~club~~clubs inare ~~Costa~~all ~~Rica,~~ located in ~~Cartago,~~Latin ~~approximately~~America 10and ~~miles east from~~ the ~~nearest~~Caribbean. ~~club~~Our indistribution ~~the~~centers, ~~capital~~including oftwo ~~San~~regional ~~Jose.~~distribution ~~The~~centers, ~~club~~which ~~will~~are belocated ~~built~~in onthe aUnited ~~six-acre~~States ~~property~~(Miami) and isCosta ~~anticipated~~Rica, tooperate ~~open~~ in ~~the~~conjunction ~~spring~~with ofour ~~2025.~~local ~~Additionally,~~distribution wecenters ~~expect to formalize a land lease~~ in ~~the~~all ~~first quarter~~ of ~~fiscal~~our ~~year~~multi-club ~~2025~~markets ~~and~~throughout ~~build~~Latin ~~our~~America ~~seventh~~and ~~warehouse~~the ~~club~~Caribbean. inOur ~~Guatemala~~corporate headquarters, ~~located~~U.S. inbuying ~~Quetzaltenango,~~operations ~~approximately~~and ~~122~~support ~~miles~~service ~~west~~center ~~from~~offices ~~the~~are ~~nearest~~located ~~club~~ in the ~~capital~~United ~~of Guatemala City~~States. ~~This~~Lastly, ~~club~~we ~~will~~have beadditional ~~built~~support onservice acenters ~~four-acre property and is anticipated to open~~ in ~~the~~some ~~summer~~ of ~~2025~~our markets. ~~Once~~Our ~~these~~operating ~~two~~segments ~~new~~are ~~clubs~~the ~~are~~United ~~open~~States, weCentral ~~will~~America, ~~operate~~the 56Caribbean ~~warehouse~~and ~~clubs in total~~Colombia.

WeIn ~~also~~the ~~historically~~third ~~exported~~quarter ~~products~~of tofiscal ayear ~~retailer~~2025, inwe ~~the~~purchased ~~Philippines,~~land ~~but~~for ~~effective~~our ~~August~~sixth ~~31,~~warehouse ~~2024,~~club ~~our~~in ~~business~~the ~~relationship~~Dominican ~~with~~Republic, ~~that~~located ~~retailer~~in ~~ceased~~La Romana, ~~except~~approximately ~~for~~73 ~~some~~miles ~~outstanding~~east ~~merchandise~~from ~~orders~~the tonearest beclub ~~fulfilled~~ in ~~fiscal~~the ~~year~~capital ~~2025.~~of ~~However,~~Santo weDomingo. ~~are~~The ~~exploring~~club ~~expansion~~will ofbe ~~our~~built ~~export~~on ~~business~~a infive-acre ~~other~~property ~~markets~~ and ~~recently~~is ~~began~~anticipated ~~exporting~~ to aopen ~~retailer~~ in the ~~Bahamas~~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 summer of 2026.

Additionally, 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, 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 fall of 2026.

Once these three new clubs are open, we will operate 59 warehouse clubs in total.

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. As part of this initiative, we have appointed a country general manager and entered into an executory agreement for a potential site for a new warehouse club in Chile. We have hired local consultants to help us in this process. However, opening PriceSmart warehouse clubs in Chile remains subject to our finding appropriate sites for warehouse clubs and distribution facilities, the results of our continuing market analyses and the receipt of required governmental permits, among other uncertainties.

We also historically exported products to a retailer in the Philippines, but effective August 31, 2024, our business relationship with that retailer ceased, except for $11.9 million of outstanding merchandise orders fulfilled during fiscal year 2025. We recently began exporting to a retailer in the Bahamas and may export to other countries if opportunities that complement our business model arise.

Table of Contents

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 4947% of our net merchandise sales;

•Fresh Foods, including meat, produce, deli, seafood and poultry, representing approximately 3031% 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 56% 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.

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. More recently, we also have opened distribution centers in ~~certain~~all of our ~~high~~multi-~~volume~~club markets to improve efficiency and in-stock rate, reduce lead times on high volume products, and mitigate risks of supply chain disruption. Our focus on lowering operating costs ~~supports~~helps us provide better value and lower prices ~~for~~to our Members, which we believe helps generate Member loyalty and renewals, which in turn leads to increased sales.

Membership. Our membership provides a competitive advantage. Membership targets 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 4849 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 1.67% of net merchandise sales and 3436.18% of operating income in fiscal year ~~2024~~2025. 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. One of our primary initiatives is the expansion of our wellness services, which include our optical, pharmacy and audiology departments. As of August 31, ~~2024~~2025, we had 5355 optical locations, 1422 pharmacies and 2930 audiology locations open. We expect to continue the rollout of audiology in fiscal year 2025. In addition, we expect to have pharmacies in substantially all clubs in Costa Rica, Panama and Guatemala by the end of fiscal year 2025. 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, institutions, and other businesses that purchase products for resale and supplies used in their businesses. These ~~business~~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 49% of our sales come from merchandise sourced in the U.S., Asia and Europe. ~~One~~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~~-based~~ ~~buying~~and ~~team~~in ~~that~~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.

Table of Contents

~~Innovation~~Continuous Improvement. The warehouse club industry has been operating for ~~almost~~over 5049 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 ~~technological~~technology ~~innovations we have developed~~ to enhance our ~~worldwide~~buying ~~sourcing~~process ofto ~~products~~more ~~and~~efficiently ~~make~~source ~~these~~merchandise ~~products~~and ~~available~~procure inproducts ~~our countries~~ in a manner that meets current ~~consumer~~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 ~~developed~~improved ~~better~~our inbound and outbound online communication channels, and we are using data analytics to better understand our Members’ evolving preferences.

Experienced Management Team. Robert E. Price has served as PriceSmart's Interim Chief Executive Officer since February 2023 and has been Chairman of the Board of Directors of the Company since its spin-off from Price Enterprises, Inc. in 1997. He served as Executive Chairman from October 2018 to February 2020. Mr. Price has served as Chief Executive Officer and President of the Company at various times during the Company’s history, including as Chief Executive Officer from April 2006 until July 2010. Mr. Price was a founder of The Price Company, which operated the Price Club, and served as its Chief Executive Officer and a member of its board of directors from the time of The Price Company’s founding in 1976.

John D. Hildebrandt became our Chief Operating Officer in May 2022 and our President in December 2022. He previously served as the Company’s Executive Vice President – Operations since February 2010. Before that office, Mr. Hildebrandt held various management positions with the Company dating back to 1997. Mr. Hildebrandt was a Senior Operations Manager of Price/Costco from 1994 through 1996 and served in various management roles for The Price Company beginning in 1979.

Michael L. McCleary is Executive Vice President and Chief Financial Officer. Mr. McCleary joined the Company in 2003 and has over 30 years of international finance, tax and accounting experience.

David N. Price was elected as a director of the Company in February 2022. He has been with the Company since July 2017 and was promoted to Executive Vice President and Chief Transformation Officer in July 2023. Mr. Price leads several important areas, including Information Technology, PriceSmart.com, and Payment Solutions and Services. Prior to his current 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 August 2021 and December 2022, Mr. Price served as Vice President for Environmental and Social Responsibility. Before that, he was Vice President for Omnichannel Initiatives and Environmental and Social Responsibility. From August 2018 to August 2020, Mr. Price worked as a Director in our E-Commerce division. He holds a Master's degree in International Affairs from the University of California San Diego and a Bachelor of Science from the University of Southern California.

Francisco Velasco has been Executive Vice President - Chief Legal Officer, Registered In-House Counsel, Chief Risk & Compliance Officer and Corporate Secretary of the Company since May 2024. He served as Executive Vice President, General Counsel, Chief Ethics & Compliance Officer and Secretary of the Company from October 2016 to May 2024. Prior to joining PriceSmart, Mr. Velasco served as Division Counsel Latin America for AbbVie Inc., a publicly traded global biopharmaceutical company, and he held in-house legal roles at Abbott Laboratories, Hanes Brands Inc. and Sara Lee Corporation. He began his career in private practice specializing in the Latin America region.

In addition to these executives, many other members of our management team have extensive career experience in the warehouse club business, including some who learned the warehouse club business from their time at Price Club. Their experience and knowledge represent a key strength and competitive advantage for our Company.

Table of Contents

Growth

As we look to the future, our Company is focused on three major drivers of growth:

•Invest in ~~Remodeling~~Adding ~~Current~~New PriceSmart ~~Clubs~~Locations, ~~Adding~~Expanding into New Markets, Remodeling Current PriceSmart ~~Locations~~Clubs and Opening More Distribution Centers

•Increase Membership Value

•Drive Incremental Sales via PriceSmart.com and Enhanced ~~Online,~~ Digital and Technological Capabilities

I.Invest in ~~Remodeling~~Adding ~~Current~~New PriceSmart ~~Clubs~~Locations, ~~Adding~~Expanding into New Markets, Remodeling Current PriceSmart ~~Locations~~Clubs and Opening More Distribution Centers. We ~~believe~~continue ~~that~~to ~~one~~pursue ofopportunities ~~the~~to ~~quickest~~add ~~and~~new ~~most~~warehouse ~~effective~~clubs ~~ways~~in toour ~~increase~~existing ~~sales~~markets and ~~profitability~~to isassess toopportunities ~~increase~~in ~~the~~new ~~size~~markets. ~~and~~We ~~efficiency~~have ofacquired ~~our~~land ~~existing~~for two new warehouse clubs and ~~the~~entered ~~number~~into ofa ~~parking~~land ~~spaces~~lease atfor ~~our~~a ~~high-volume~~third ~~locations.~~new ~~For~~warehouse ~~instance,~~club. weThese ~~are~~warehouse ~~currently~~clubs ~~remodeling~~will be our ~~clubs~~sixth inwarehouse ~~San~~club ~~Pedro~~in ~~Sula,~~the ~~Honduras~~Dominican Republic and ~~Santiago,~~our ~~Dominican~~third ~~Republic.~~and Infourth ~~the~~warehouse ~~fourth~~clubs ~~quarter~~in ofJamaica. ~~fiscal~~Once ~~year~~these ~~2024,~~three wenew ~~completed~~clubs ~~the~~are ~~remodel~~open, ofPriceSmart ~~our~~will ~~warehouse~~operate in59 ~~Port~~warehouse ofclubs ~~Spain,~~in ~~Trinidad~~total. ~~and~~In ~~Tobago~~addition ~~and~~to ~~the~~continued ~~expansion~~growth ofthroughout our ~~warehouse~~current ~~club in Liberia~~markets, ~~Costa~~we ~~Rica. We~~ are ~~also~~continuing ~~currently~~to ~~expanding~~advance our ~~clubs~~planned inexpansion ~~San~~into ~~Salvador~~Chile, Elwhich ~~Salvador~~we ~~and~~have ~~Portmore,~~identified ~~Jamaica.~~as ~~During~~a ~~fiscal~~potential ~~year~~market ~~2024,~~for wemultiple ~~entered~~PriceSmart ~~into~~warehouse aclubs. ~~lease~~As ~~agreement~~part toof ~~relocate~~this ~~and~~initiative, ~~extend~~we ~~the~~have ~~lease~~hired ~~term~~local ~~for~~consultants ~~our~~to ~~Miraflores~~assist ~~club~~us, ~~which~~appointed isa ~~our~~country ~~highest~~general ~~selling~~manager, ~~location~~entered ininto ~~Guatemala.~~an ~~The~~executory ~~new~~agreement ~~warehouse~~for ~~will~~a ~~have~~potential ~~increased~~site ~~sales~~for ~~floor square footage and~~ a ~~greater~~new ~~number~~warehouse ofclub ~~parking~~in ~~spaces,~~Chile ~~along~~and ~~with~~are ~~covered~~actively ~~parking~~reviewing ~~for~~other ~~our~~potential ~~Members~~sites. WeAdditionally, ~~also~~we ~~completed~~believe ~~the~~that ~~purchase~~one of the ~~land~~quickest and ~~building~~most ~~for~~effective ~~our~~ways ~~Via~~to ~~Brasil~~increase ~~club~~sales inand ~~Panama,~~profitability ~~which~~is weto ~~previously~~increase ~~leased.~~the ~~The~~size ~~Via~~and ~~Brasil~~efficiency ~~club~~of ~~had~~our ~~the~~existing ~~highest~~warehouse ~~sales~~clubs ~~volume~~and inthe ~~our~~number ~~Panama~~of ~~market~~parking ~~during~~spaces ~~fiscal~~at ~~year~~our ~~2024~~high-volume locations. WeTo ~~continue~~support tothis ~~pursue~~strategy, ~~opportunities~~we towill ~~add~~begin ~~new~~ warehouse ~~clubs~~club inand ~~our~~parking ~~existing~~lot ~~markets~~expansions and toremodels ~~assess~~in ~~opportunities~~fiscal inyear ~~new~~2026 ~~markets~~at select clubs. WeDuring ~~have~~fiscal ~~plans~~year to2024, ~~open~~we entered into a ~~new~~lease ~~warehouse~~agreement ~~club~~to inrelocate ~~Cartago,~~and ~~near~~extend the ~~capital~~lease ofterm ~~San~~for ~~Jose~~our Miraflores club, inwhich ~~Costa~~is ~~Rica,~~our inhighest ~~the~~selling ~~spring~~location ofin ~~2025~~Guatemala. ~~Additionally,~~The wenew ~~expect~~warehouse towill ~~formalize~~have aincreased ~~land~~sales ~~lease~~floor insquare ~~the~~footage ~~first~~and ~~quarter~~a greater number of ~~fiscal~~parking ~~year~~spaces, ~~2025~~along ~~and~~with ~~build~~covered parking for our ~~seventh~~Members. ~~warehouse~~We ~~club~~expect into ~~Guatemala,~~relocate inour ~~the~~Miraflores ~~city~~club ofto ~~Quetzaltenango,~~this new location in the ~~summer~~first half of ~~2025~~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 full implementation of these distribution centers in China in the first half of fiscal year 2026. We expect 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. ~~such~~In asthe ~~Panama~~first quarter of fiscal year 2026, we adapted our distribution center in Panama to handle cold merchandise and began operation of a new dry distribution center in Guatemala. In fiscal year 2026, ~~and~~we plan to open PriceSmart-run distribution centers in Trinidad and Dominican Republic.

II.Increase Membership Value. We are seeking to attract more Members and retain our current Members by expanding the benefits of being a Member of PriceSmart. As benefits grow and the value of being a PriceSmart Member increases, adjustments to the membership fee may be warranted. We increased this fee by $5 in all but one market on a staggered basis in fiscal year 2024. 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 spend per Member as part of determining how Members see our value. By adding more benefits that Members can only obtain with us, we believe we can achieve growth in the number of Members, which drives Membership income and Net merchandise sales. Recent examples of enhancements we have made to the value of membership include: providing the ability for all of our Members to transact on PriceSmart.com; pickup and delivery service in our clubs; and the implementation and expansion of our Well-being initiative, which offers optical services with free eye exams for our Members and additional members of their families and lower prices on discounted eyeglass frames, audiology services with free hearing exams and deeply discounted hearing aids, and, in some of our markets, pharmacies. Another way we enhance Membership value is by offering private label merchandise under the “Member’s Selection®” brand, which is available only to PriceSmart Members. We believe the “Member’s Selection®” brand carries goodwill and is recognized in our markets for value. Private label products also provide the opportunity to source quality items locally. Select local sourcing has multiple benefits, including support of local communities in which we operate by enhancing business activity and creating direct and indirect jobs, mitigation of foreign currency exchange risk, and reduced supply chain exposure. These initiatives offer additional benefits and services for our Members, whether they choose to shop on-line, in-club, or both. In fiscal year 2024, our private label sales represented 27.6% of total merchandise sales, up from 26.3% for fiscal year 2023, and we plan to continue to invest in the development of additional private label products under the “Member’s Selection®” brand. 4

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~~III~~II.~~Drive~~Increase ~~Incremental~~Membership ~~Sales~~Value. ~~via~~At PriceSmart~~.com~~, ~~and~~we ~~Enhanced~~are ~~Online,~~dedicated ~~Digital~~to attracting new Members and ~~Technological~~fostering ~~Capabilities.~~long-term Weloyalty ~~recognize~~by ~~the~~continually ~~growing~~enhancing ~~expectation~~the value of ~~consumers~~membership. In addition to ~~control~~providing ~~their~~low ~~shopping~~prices ~~experience.~~on ~~Consumers~~merchandise, ~~are~~we ~~more~~seek ~~engaged~~to ~~than~~provide ~~ever~~Members ~~before~~with greater convenience and ~~want~~an expanding range of services. This includes access 24to ~~hours~~PriceSmart.com afor ~~day~~online shopping, seamless club pickup and 7delivery ~~days~~services, aand ~~week~~our comprehensive Well-being initiative. ~~We’ve~~Members ~~continued~~enjoy tooptical ~~tailor~~services ~~our~~with ~~digital~~free ~~experience~~eye toexams, ~~match~~affordably ~~this~~priced ~~expectation~~eyeglass ~~and~~frames, ~~meet~~audiology ~~our~~services ~~Members~~with ~~when~~hearing tests, and ~~where~~competitively ~~they~~priced ~~want~~hearing ~~to shop~~aids. In select markets, pharmacy services further enrich the PriceSmart membership experience. We increased the membership fee by $5 in all but one market during fiscal year 2024, weand ~~completed~~may aconsider ~~country~~further byadjustments ~~country~~as ~~roll~~member ~~out~~benefits ofand ~~our~~value ~~new~~continue ~~PriceSmart~~to grow.~~com~~ ~~website~~A ~~and~~larger ~~mobile~~membership ~~application~~base ~~(Android~~ and ~~iOS)~~higher membership fee contribute to ~~complement~~the ~~our~~bottom line of the business or can be reinvested in~~-club~~ ~~shopping~~providing better pricing to our Members. ~~The~~We ~~website~~focus on growth of our membership base, Member renewal rates and ~~app~~average ~~use~~ticket aas ~~MACH~~part orof ~~headless~~determining ~~architecture~~how Members see the value we offer. A key driver of our membership strategy is the Platinum Membership, which is designed ~~for~~to ~~speed~~offer ~~and~~even ~~scalability.~~more Wevalue ~~can~~to ~~now~~our ~~build~~most ~~and~~engaged ~~release~~Members. ~~new~~Platinum ~~Member~~Members ~~facing~~enjoy ~~digital~~exclusive ~~experiences~~benefits, ~~without~~including aan ~~full~~annual cashback reward on eligible purchases, ~~end~~which directly translates to ~~end,~~savings ~~technology~~that ~~redevelopment~~reward loyalty and increase purchasing power. ~~This~~By ~~provides~~offering ustangible financial rewards, we believe Members can derive maximum value from their membership, particularly when paired with the ~~opportunity~~PriceSmart co-branded credit card which offers an additional cash back incentive for Members with the card. Platinum Members tend to ~~continually~~demonstrate ~~strengthen~~higher renewal rates and ~~expand~~increased ~~the~~spending ~~scope~~compared to other membership tiers. Platinum Membership accounts were 17.9% of our ~~relationship~~total ~~with~~membership ~~each~~base ~~Member~~as ~~and~~of ~~offer~~August ~~new~~31, ~~products~~2025, ~~and~~an ~~services~~increase infrom ~~the~~12.3% ~~future~~as of August 31, 2024. Additionally, weour ~~can~~private-label ~~strengthen~~products ~~our~~that ~~data~~we ~~analytics~~sell ~~around~~under the Member’s ~~behavior~~Selection® onbrand plays a crucial role in enhancing the ~~website~~membership ~~and~~value ~~app~~proposition. toWe ~~better~~believe ~~serve~~these ~~their~~products, ~~preferences~~available only at PriceSmart, deliver superior value while maintaining the high standards that our Members expect. ~~Identification~~Sourced ofwith ~~delivery~~care ~~service~~and ~~areas~~designed to meet daily needs, ~~patterns~~Member’s inSelection® ~~site~~products ~~searches~~range from pantry staples to household essentials, ~~most~~providing ~~viewed~~affordable ~~items~~alternatives ~~and~~without ~~segmented~~compromising ~~homepage~~on ~~offerings~~quality. ~~are~~In afiscal ~~few~~year ~~examples~~2025, our private label sales represented 28.1% of ~~the~~total ~~capabilities~~merchandise sales, up from 27.6% for fiscal year 2024, and we ~~now~~plan ~~have~~to ~~through~~continue ~~our~~to ~~investment~~invest in the ~~digital~~development ~~experience~~of ~~for~~additional private label products under the “Member.’s WeSelection®” ~~are~~brand. ~~also~~By ~~continually~~continuously ~~finding~~enhancing ~~ways~~our tobenefits ~~deploy~~and ~~technology~~maintaining ~~that~~a ~~improves~~strong ~~efficiency.~~focus ~~For~~on ~~example~~membership growth, werenewal ~~have~~rates, and ~~will~~Member ~~continue~~spending, towe ~~enhance~~provide our ~~order~~Members ~~picking~~with ~~technology~~unmatched tovalue, ~~reduce~~no ~~the~~matter ~~time~~how, itwhen ~~takes~~or where they choose to ~~fulfill~~shop. anAs ~~order~~PriceSmart ~~for~~continues ~~the~~to ~~Member.~~grow, ~~This~~we ~~allows~~look usforward to ~~meet~~reinvesting ~~our~~in new benefits and services that enhance the Member's ~~service~~experience, ~~expectations~~creating ~~and~~a ~~expand~~mutually ~~our~~beneficial ~~capacity~~relationship ~~for~~built ~~more~~on ~~orders~~trust, value, and innovation.

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 fiscal year 2025, our digital channel sales reached $306.7 million, a 21.6% increase year-over-year, representing 6.0% of total net merchandise sales. We’re also modernizing our processes and technology. For example, we made substantial progress in our migration to the RELEX platform in fiscal year 2025, and 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 2026, we expect to finalize implementing a new point-of-sale system, Elera, a Toshiba product, in all of our English-speaking markets in the Caribbean, and in fiscal year 2026 we will 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. Lastly, during fiscal year 2026, we will 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 delivery of an outstanding shopping experience while leveraging costs down.

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 true for purchases made online. Because PriceSmart sources merchandise from all over the world and especially in 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 where they are received and assigned to various containers for direct shipment to our locations. Regional and in-country suppliers have shipped directly to our locations. 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 order to improve in-stocks, reduce inventory weeks of supply, reduce logistics costs and improve working capital. 5

InTable ~~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 October 2023, we relocated our distribution center in Panama City, Panama to 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. Lastly, the Company has signed one promissory lease agreement for a future distribution center in Guatemala. In the third quarter of fiscal year 2024, we started using distribution centers run by a third party in four different markets, Guatemala, Honduras, Nicaragua and El Salvador. These new 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 fiscal year 2025. Contents

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. 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 order to improve in-stocks, reduce inventory weeks of supply, reduce logistics costs and improve working capital.

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 fiscal year 2026, we plan to open PriceSmart operated distribution centers in Trinidad and Dominican Republic. In the majority 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. We anticipate full implementation of our distribution center in China starting in the first quarter of fiscal year 2026.

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, ~~2024~~2025 was approximately $40 (excluding tax).

The Company currently offers the Platinum Membership program in all thirteen of its markets, which 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.

6We 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.

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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 $15 for additional add-on membership cards. Only businesses can qualify for a Business Membership, which permits up to three additional members.

Following many years where our annual membership fee for two cards has been $35 in most markets ($75 for Platinum), we recently decided to raise our fee by $5 in all but one market for all membership types. These fee increases took place on a staggered basis in most countries during fiscal year 2024.

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 $3641.27 million and $3136.12 million as of August 31, ~~2024~~2025 and August 31, ~~2023~~2024, 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.

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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. ~~We also prioritize above all the safety of our Members and our employees.~~ Some of our competitors ~~may~~ 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 and Grupo Éxito in Colombia and Cencosud in ~~Colombia~~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 AmazonGlobal and Mercado Libre in ~~Colombia~~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.

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Human Capital

As of August 31, ~~2024~~2025, we had ~~approximately~~over 12,000 employees. Approximately 96% of our employees were employed outside of the United States, and about 1,~~900~~750 employees were represented by labor unions.

Developing a Diverse Workforce Representative of Our Markets

~~Fundamental~~At tothe heart of our mission is the ~~ability~~conviction tothat ~~attract,~~our ~~retain,~~success ~~and~~depends ~~develop~~on apeople, ~~diverse~~their ~~workforce~~talent, ~~representative~~their ofdiversity, ~~the~~and ~~countries~~their inability ~~which~~to ~~we operate~~thrive. We are ~~proud~~committed to ~~hire~~attracting, ~~from the local communities where we operate~~developing, ~~which~~and ~~then~~retaining ~~enhances~~a ~~our~~workforce ~~understanding~~that ofreflects the ~~operating~~rich ~~environment~~cultural and ~~legal~~social ~~framework~~fabric of ~~each~~the ~~country,~~countries soin which we ~~can better serve our Members~~operate. WeBy ~~believe~~drawing wetalent ~~provide~~from ~~our~~local ~~employees~~communities ~~with~~where ~~excellent~~we ~~wages~~operate, aswe ~~well~~not asonly ~~comprehensive~~create ~~benefit~~meaningful ~~programs~~opportunities, ~~which~~but ~~generally include life and health insurance and post-employment savings plans. We~~ also ~~seek~~gain todeeper ~~identify~~insight ~~opportunities~~into toeach ~~support~~country’s ~~local~~operating ~~businesses~~environment and ~~communities,~~legal ~~with~~framework ~~the~~which ~~goal~~we ofbelieve ~~improving~~allows ~~the~~us ~~quality~~to ofserve ~~life~~our inMembers ~~the~~with ~~countries~~even ~~where~~greater werelevance ~~operate~~and impact.

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. These offerings strengthen financial security and well-being for our employees and their families.

Our commitment extends beyond our workforce. We believe volunteering opportunities help build camaraderie and promote teamwork. We actively seek opportunities to support local businesses and contribute to the vitality of the communities around us. In doing so, we aim to elevate the quality of life where we operate, ensuring that our presence creates lasting, positive impact—economically, socially, and environmentally. During fiscal year 2025, our teams achieved almost 12,000 hours of volunteering, having surpassed our goal of 8,000 hours. Our volunteer engagements consisted of various programs that reflected a strong focus on education and community support activities such as back-to-school programs, book delivery programs, and cleaning activities such as beach, park, and river clean-ups in our communities. Our teams also invested significant time in working with children and youth programs, vision programs, and food bank support. These various programs highlight a strong alignment with education, environmental care, and community well-being as the primary areas of volunteer impact.

Talent Development and Learning

~~Providing~~Our ~~employees~~commitment ~~with~~to ~~equal~~developing ~~opportunities~~human ~~for~~capital ~~development~~goes isbeyond aformal ~~key~~training ~~focus~~programs. ~~for~~We ~~PriceSmart,~~focus ~~and~~on wecreating ~~strive~~career topaths ~~provide~~that ~~opportunities~~empower ~~for~~employees ~~each~~at ~~team~~all ~~member~~levels to ~~learn~~see and ~~grow.~~achieve Welong-term ~~believe~~growth awithin ~~focus~~PriceSmart. onBy ~~talent~~investing ~~development~~in ~~leads~~internal tomobility ~~long-serving,~~and ~~loyal~~succession ~~employees~~planning, ~~which~~we ~~improves~~believe ~~efficiencies~~we infoster ~~our~~a ~~operations,~~culture ~~thus~~of ~~resulting~~opportunity inand ~~higher~~advancement, ~~quality~~ensuring ~~service~~continuity toand resilience in our ~~Members~~leadership pipeline. In fiscal year ~~2024~~2025, we ~~held~~conducted more than 62,~~400~~100 corporate talent development ~~learning~~ sessions, ~~which~~including ~~included~~ general leadership training. We provided specialized training into over 2,500 employees on developing a “~~member~~Member-centric mindset,” toalong ~~over~~with ~~2,100 employees, as well as~~ courses on emotional intelligence and ~~psychological~~overcoming ~~safety~~unconscious bias. ~~In addition~~Additionally, we offer a ~~robust~~wide range of courses in technical and language skills, as well as ~~instruction~~wellness inprograms, ~~wellness~~including ~~and~~more than 3,900 meditation sessions through the Calm App, which is provided to our employees at no cost. We also delivered valuable “life tools,” such as ~~the~~workplace ~~principles~~suicide ofprevention, ~~managing~~women’s ~~personal~~wellbeing orand ~~household finances~~menopause, ~~raising~~neurodiversity ~~resilient~~awareness, ~~children~~self-awareness, and ~~how~~fostering toa ~~maintain~~growth ~~healthy~~mindset ~~boundaries~~within ~~and~~teams, awith ~~good~~over ~~work-life~~5,000 ~~balance~~total participant engagements throughout the year.

We also ~~seek~~recognize tothat ~~promote~~fostering ~~from~~an ~~within,~~inclusive ~~allowing~~and usequitable workplace is critical to ~~develop~~sustaining ~~the~~innovation ~~leadership~~and ~~strengths~~engagement. ofOur ~~our~~goal ~~employees~~is to ~~provide~~ensure athat ~~better~~every ~~overall~~employee ~~customer~~has ~~experience~~equal ~~for~~access ~~our~~to ~~Members~~the resources and opportunities needed to thrive.

Importantly, we believe that employee well-being serves as the foundation for performance. Beyond competitive compensation and benefits, our wellness initiatives encompass physical and mental health resources, financial well-being programs, and family support services, reinforcing our holistic approach to caring for our people. By creating a positive, supportive environment, we believe we enable our teams to bring their full potential to work each day, which ultimately strengthens the value we deliver to our Members.

Through these investments in our people, including training, career growth, wellbeing, and inclusion, we believe we are laying the groundwork for sustained organizational excellence. We believe our human capital strategy not only drives operational efficiency and service quality but also deepens employee engagement and loyalty, positioning PriceSmart for long-term success.

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Engaging Our Team through Internal Events – Diversity & Inclusion

~~We strive to create a work environment that fosters a sense of belonging, inclusion, growth and engagement for all our team members.~~ Each month, we ~~facilitate~~organize a ~~wide~~variety ~~range~~ of activities in the countries in which we operate in, including ~~celebrations~~celebrating of birthdays and work anniversaries, volunteering, ~~employee~~recognizing ~~appreciation~~employees, health and wellness events, and recreational ~~opportunities~~activities ~~such~~like asSports ~~futbol~~Day ~~(soccer) games~~ and 5K runs. We also send company-wide ~~communications~~messages to ~~celebrate~~highlight events that ~~recognize~~honor diversity and cultural heritage and to educate team members about ~~the~~their history and ~~significance of these events~~importance.

~~The~~We ~~activities~~also werecognize ~~facilitate~~the dorole ~~more~~of ~~than~~communication ~~bring~~and ~~employees~~transparency ~~together.~~in ~~They~~employee ~~create~~engagement. ~~platforms~~Regular ~~for~~town ~~celebrating~~halls ~~our~~in ~~diversity~~every country, ~~enriching~~leadership ~~our experiences~~forums, and ~~fueling~~digital ~~our~~communications ~~shared~~serve ~~journey~~both ~~toward~~to ~~success.~~celebrate Incompany ~~addition~~milestones and to ~~promoting~~provide ~~knowledge~~forums ~~sharing,~~for ~~they empower our~~ employees to ~~grow~~voice ~~personally~~their ideas and ~~professionally,~~perspectives. ~~fostering~~These anexchanges ~~inclusive~~not ~~environment~~only ~~where~~strengthen wethe ~~celebrate~~sense ~~unique~~of ~~perspectives~~community ~~and~~across ~~strengthen~~ our ~~organizational~~geographically ~~culture~~dispersed teams but also enable leadership to remain closely connected to employee experiences on the ground.

The activities we facilitate do more than bring employees together. They create platforms for celebrating our diversity, enriching our experiences, and fueling our shared journey toward success. In addition to promoting knowledge sharing, we believe they empower our employees to grow personally and professionally, fostering an inclusive environment where we celebrate unique perspectives and strengthen our organizational culture.

In addition to these engagement activities, in fiscal year 2025, we launched the program “Women@PSMT” to support the advancement of women in their careers. We had eight chapters consisting of different topics, over 100 sessions, and almost 9,000 total participant engagements from November to August. This program plays an important role in raising awareness, promoting inclusive practices, and ensuring that our female employees feel seen, heard, and valued. Through these efforts, we aim to foster a culture of respect and equity, where every individual can bring their authentic self to work and contribute fully to our mission.

We believe that strong engagement is directly linked to performance, innovation, and retention. By creating inclusive opportunities for connection—whether through cultural celebrations, professional development forums, or wellness activities—we believe we foster collaboration and ensure that our employees feel meaningfully connected to both one another and to the company’s long-term vision.

Looking ahead, we will continue to expand these initiatives in line with our broader human capital and environmental and social responsibility strategies. Our goal is to cultivate an organizational culture that celebrates diversity, encourages engagement, supports overall well-being, and ensures every employee has the opportunity to thrive and develop at PriceSmart. In doing so, we believe we not only strengthen our workforce but also 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 ~~9740~~9797 ~~Scranton~~Aero ~~Road~~Drive, Suite 100, San Diego, California ~~92121~~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.

8Throughout 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.

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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~~proxy ~~Statement~~statement for the ~~fiscal~~2026 ~~year~~annual ~~2024~~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.

Item 1A. Risk Factors

In evaluating the Company’s business, you should consider the following discussion of risk factors, in addition to other information contained in this report and in the Company’s other public filings with the U.S. Securities and Exchange Commission. Any such risks could materially and adversely affect our business, results of operations, cash flow, financial condition, liquidity and prospects. However, the risks described below are not the only risks facing us. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations, cash flow and prospects.

External Factors that Could Adversely Affect Us

Our financial performance is dependent on international operations, which exposes us to various risks.

Our international operations account for nearly all of our total revenues. Our financial performance is subject to risks inherent in operating and expanding our international membership warehouse club business, which include:

•changes in, and inconsistent enforcement of, laws and regulations, including those related to tariffs and taxes;

•the imposition of foreign and domestic governmental controls, including expropriation risks;

•natural disasters;

•trade restrictions, including import-export quotas and general restrictions on importation;

•difficulty and costs associated with international sales and the administration of an international merchandising business;

•crime and security concerns that can adversely affect the economies of the countries in which we operate and which require us to incur additional costs to provide additional security at our warehouse clubs;

•political instability, such as ~~anti-government~~civil ~~protests~~unrest in Panama ~~and~~during ~~Guatemala~~the inthird ~~2023~~quarter ~~and~~of ~~civil~~fiscal ~~unrest~~year 2025 and in Colombia in 2022 and 2021 as well as anti-government protests in Panama and Guatemala in 2023;

•product registration, permitting and regulatory compliance;

•volatility in foreign currency exchange rates;

•limitations on our ability to convert foreign currencies;

•general economic and business conditions;

•pandemics; and

•interruption of our supply chain.

These risks may result in disruption to our sales, banking transactions, operations and merchandise shipments, any of which could have a material adverse effect on our business and results of operations. ~~For~~Fluctuations ~~example,~~in ~~the Colombian peso~~ exchange ~~rate~~rates ~~with~~for ~~the~~foreign ~~U.S.~~currencies ~~dollar~~have ~~devalued~~and ~~approximately~~could ~~15%~~continue ~~on average throughout fiscal year 2023 compared~~ to ~~fiscal~~reduce ~~year~~the ~~2022, reducing our~~ U.S. dollar value of sales, earnings and ~~negatively~~cash ~~affecting~~flows ~~overall~~we ~~demand~~receive ~~for~~from our ~~merchandise in Colombia during that year~~non-U.S. Inmarkets, ~~order to mitigate the significant price~~ increase to our ~~Members~~supply ~~that~~costs ~~would~~(as bemeasured ~~required~~in toU.S. ~~maintain~~dollars) ~~our~~in ~~target~~those ~~margins~~markets, wenegatively ~~absorbed~~impact ~~the~~our ~~increase~~competitiveness in ~~the~~those ~~costs~~markets ofor ~~goods~~otherwise ~~resulting~~adversely ~~from~~impact ~~the devaluation and we took pricing actions on certain product categories that reduced~~ our ~~Total~~business ~~gross~~results ~~margin~~or ~~during~~financial ~~that~~condition. ~~period~~From ~~until~~time ~~the~~to ~~exchange~~time, ~~rate normalized and~~ we ~~were~~have ~~able~~experienced ~~to return to~~ a ~~more~~lack ~~normalized~~of ~~margin~~availability ~~profit~~of U.S. ~~However,~~dollars ifin ~~the~~certain ~~Colombia~~markets ~~peso~~(U.S. ~~were~~dollar toilliquidity). ~~weaken~~This ~~again~~impedes ~~and~~our weability ~~were~~ to ~~again~~convert ~~absorb~~local ~~the~~currencies ~~costs~~obtained ofthrough ~~the~~merchandise ~~devaluation~~sales orinto ~~take~~U.S. ~~pricing~~dollars ~~actions~~ to ~~lower~~settle the ~~cost~~U.S. todollar ~~our~~liabilities ~~Members~~associated towith ~~mitigate~~our aimported ~~decrease~~products inor ~~demand,~~otherwise ~~consolidated~~fund ~~Total~~our ~~gross~~operations. ~~margins~~This ~~could~~illiquidity bealso ~~negatively~~increases ~~impacted.~~our ~~Fluctuations~~foreign in exchange ~~rates~~exposure ~~for~~to ~~foreign~~any ~~currencies~~devaluation ~~have~~of ~~and~~the ~~could~~local ~~continue~~currency relative to ~~reduce~~ the U.S. dollar. ~~value~~For ofmore ~~sales,~~information ~~earnings~~about foreign currency exchange rate risks and ~~cash~~risks ~~flows~~associated wewith ~~receive~~the ~~from~~lack ~~our~~of ~~non-~~U.S. ~~markets~~dollar availability, ~~increase~~see ~~our~~"Financial ~~supply~~and ~~costs~~Accounting ~~(as~~Risks ~~measured~~– inWe ~~U.S.~~are ~~dollars)~~subject into ~~those~~volatility ~~markets,~~in ~~negatively~~foreign ~~impact~~currency ~~our~~exchange ~~competitiveness~~rates inand ~~those~~limits ~~markets~~on orour ~~otherwise~~ability ~~adversely~~to ~~impact~~convert ~~our~~foreign ~~business~~currencies ~~results~~into orU.S. ~~financial condition~~dollars."

910

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~~Our~~Political ~~business~~and ~~depends~~other ~~heavily~~factors onin ~~the~~each ~~uninterrupted operation~~ of our ~~distribution~~markets ~~facilities~~may ~~located~~have insignificant ~~Miami,~~effects ~~Florida~~on ~~and~~our ~~San~~business. ~~Jose,~~For ~~Costa Rica~~example, ~~our~~protestors ~~warehouse~~set ~~clubs~~up ~~located~~roadblocks in ~~Colombia,~~Panama ~~Central~~during ~~America~~October and ~~the~~November ~~Caribbean,~~2023 ~~and~~as ~~our~~a ~~headquarters~~reaction ~~and~~to ~~buying~~an ~~operations~~agreement inbetween ~~San~~the ~~Diego,~~Panamanian ~~California.~~government ~~Our~~and ~~operations~~a ~~were~~mining ~~disrupted~~company, bydisrupting ~~the~~traffic ~~COVID-19~~to ~~pandemic~~our ~~and~~clubs ~~actions~~throughout ~~government~~most ~~authorities~~of inthe ~~our~~market. ~~markets~~In ~~took to mitigate~~ the ~~spread~~third quarter of ~~COVID-19,~~fiscal ~~including~~year ~~travel restrictions~~2025, ~~border~~Panama ~~closings,~~once ~~restrictions~~again onexperienced ~~public~~widespread ~~gatherings,~~protests ~~stay-at-home orders~~ and ~~other~~social ~~quarantine~~unrest ~~and~~against ~~isolation~~the ~~measures~~government. ~~The~~Roadblocks ~~pandemic~~in ~~also~~Guatemala ~~resulted~~ in ~~delays~~October or2023 ~~difficulty~~related ~~sourcing~~to ~~products~~election ~~and~~protests ~~threatened~~also ~~the~~limited ~~health~~access to certain of our ~~employees~~warehouse ~~and Members~~clubs. ~~Pandemics~~Civil orunrest ~~events~~in ofColombia ~~this~~in ~~sort~~response ~~have~~to ~~had,~~tax reform and ~~may~~austerity ~~have~~measures inparalyzed significant portions of the ~~future,~~country’s aninfrastructure ~~adverse~~during ~~effect~~the onthird ~~our~~quarter ~~business~~of fiscal year 2021.

Negative ~~Political~~economic ~~and~~conditions ~~other~~created ~~factors~~or inexacerbated ~~each~~by ofinflation ~~our~~and ~~markets~~higher ~~may~~interest ~~have~~rates ~~significant~~could ~~effects~~adversely onimpact our business. ~~For example, protestors set up roadblocks~~ in ~~Guatemala~~various ~~in October 2023 general elections~~respects. In addition, protestors set up roadblocks in Panama in October and November 2023 disrupting traffic to our clubs throughout most of the market as a reaction to an agreement between the Panamanian government and a mining company. Civil unrest in Colombia paralyzed significant portions of the country’s infrastructure as roadblocks and riots disrupted normal economic activity during the third quarter of fiscal year 2021. Austerity and tax reform measures for Colombia and other Latin American countries with high national debt levels and income disparity pose a risk for political instability.

Negative economic conditions created or exacerbated by inflation, and higher interest rates could adversely impact our business in various respects.

A slowdown in the economies of one or more of the countries in which we operate or adverse changes in economic conditions affecting discretionary consumer spending could adversely affect consumer demand for the products we sell, change the mix of products we sell to a mix with a lower average gross margin, cause a slowdown in discretionary purchases of goods, adversely affect our net sales or result in slower inventory turnover and greater markdowns of inventory.

Sales of food and groceries are especially sensitive to general changes in economic conditions. Economic conditions in our markets can be adversely affected by contractions in financial markets, increased governmental ownership or regulation of the economy, higher interest rates, high rates of inflation or deflation, higher fuel prices, increased barriers to entry such as higher tariffs and taxes, and other macroeconomic factors.

The economic factors that affect our operations may also adversely affect the operations of our suppliers, which can result in an increase in the cost to us of the goods we sell to our customers or, in more extreme cases, in certain suppliers not producing goods in the volume typically available to us.

We are vulnerable to changes in political and economic conditions, including the effects of tariffs and/or international trade wars and disruptions to remittances.

The U.S. government has implemented significant tariff measures, including a baseline tariff of 10% on products from all countries and higher rates targeting specific countries such as China, Vietnam, and the European Union. The U.S. and/or countries into which we import merchandise and equipment may, in the future, adjust and/or impose new quotas, duties, tariffs or reciprocal tariffs or other restrictions which may affect our operations and our ability to supply merchandise at reasonable prices at our warehouse clubs. This might result in our having to increase prices to our Members to maintain our target margins or our not being able to obtain sufficient supplies of certain products, either of which could adversely affect our sales and profitability. The ultimate impact of any tariffs will depend on various factors, including how long such tariffs remain in place, the ultimate levels of such tariffs and how other countries respond to the U.S. tariffs. Our Miami Distribution Center, which operates within a Free Trade Zone ("FTZ"), helps us avoid some of the economic risks posed by U.S. tariffs, but the use of the FTZ does not fully mitigate the impact of duties on items we purchase from U.S. vendors that are either imported finished goods or that contain significant amounts of imported inputs. We may also choose to re-route merchandise directly from the country of origin directly to the markets where we have warehouse clubs to bypass the impact of U.S. tariffs. However, if we are unable to mitigate tariff-related risks through supply chain adjustments, pricing strategies, or other measures, our financial performance and growth prospects could be negatively affected.

Remittances make up a significant portion of GDP in certain markets, including Guatemala, El Salvador, Nicaragua and Honduras. A remittance is a transfer of money by a foreign worker located in the United States to an individual or family in his or her home country. If deportations of foreign workers from the United States increases, either due to changes in immigration policy, enforcement actions, or legal challenges, it could result in fewer remittances. Additionally, the financial strain of relocation and reintegration of these workers in their home countries may further diminish their disposable income and their ability to provide financial support. A decline in remittance flows could have a direct negative impact on the economies of several of the Latin American nations where we operate, which rely on remittances as a key source of income and poverty alleviation for millions of families. Starting in January 2026, the U.S. government will impose a 1% tax on anyone sending money abroad. With no minimum transaction limit, even small transfers may be taxed, meaning that this tax could reduce net remittances received in our markets from the U.S.

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Our profitability is vulnerable to cost increases.

Future increases in costs, such as the cost of merchandise, wage and benefits costs, shipping rates, freight costs, fuel costs, utilities and other store occupancy costs, may reduce our profitability. We seek to adjust our product sales pricing, operate more efficiently, and increase our comparable store net sales to help offset inflation as well as currency rate changes, changes in tax rates or in the methods used to calculate or collect taxes on our sales or income and other factors that can increase costs. We might not be able to adjust prices, operate more efficiently or increase our comparable store net sales in the future to a great enough extent to offset increased costs. Although we have seen recent inflationary pressures subsiding, substantial product cost increases and commodity price increases have and could continue to impact our financial results and could lead to reduced sales, fewer units sold, and/or margin pressure. Please see Part II. “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” ~~of this Form 10-K~~ for further discussion of the effect of currency rate changes, inflation and other economic factors on our operations.

We face significant competition.

Our international warehouse club business competes with exporters, importers, wholesalers, local retailers and trading companies in various international markets. Some of our competitors have greater resources, buying power and name recognition than we have. We also face competition from online retailers who serve our markets, and we expect that this type of competition will grow and intensify in the future.

10In the countries in which we operate and in Chile, we do not currently face direct competition from membership warehouse club operators. However, we do face competition from various retail formats such as hypermarkets, supermarkets, 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 and Grupo Éxito in Colombia and Cencosud in South America. We have noted that certain retailers are making investments in upgrading their locations or opening new stores which may result in increased competition. Further, it is possible that other warehouse club operators may decide to enter our markets and compete more directly with us in a similar warehouse club format. Our ability to operate profitably in our markets, particularly small markets, may be adversely affected by the existence or entry of competing warehouse clubs or discount retailers.

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In the countries in which we operate, we do not currently face direct competition from membership warehouse club operators. However, we do face competition from various retail formats such as hypermarkets, supermarkets, 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 and Grupo Éxito and Cencosud in Colombia. We have noted that certain retailers are making investments in upgrading their locations or opening of new stores which may result in increased competition. Further, it is possible that other warehouse club operators may decide to enter our markets and compete more directly with us in a similar warehouse club format. Our ability to operate profitably in our markets, particularly small markets, may be adversely affected by the existence or entry of competing warehouse clubs or discount retailers.

We compete in a variety of ways, including the value and prices at which we sell our merchandise, merchandise selection and availability, services offered to Members, location, store hours, safety protocols and the shopping convenience and overall shopping experience we offer. We may be required to implement price reductions to remain competitive if any of our competitors reduce prices in any of our markets. In response to the increasing threat associated with online retailers, we are making technology investments, which may result in increases in the use of cash and reduced profitability in the near term.

Our sales could be adversely affected if one or more major international online retailers were to enter our markets or if other competitors were to offer a superior online experience.

Although online sales are currently a smaller proportion of total sales in our markets for the types of merchandise we offer than in the U.S., online shopping is becoming more prevalent in our markets as we and our competitors begin to offer more opportunities for online shopping and as delivery systems in our markets improve. While major international online retailers have not established a significant penetration in any of our markets, AmazonGlobal continues to expand its online marketplace and ships into most of our markets~~. However~~, and other regional online retailers, such as MercadoLibre, have continued to increase their presence in our markets. InWe ~~the case of Rappi in Colombia, we~~ have a strategic partnership with ~~them~~Rappi in ~~which~~Colombia that allows our Members ~~can~~to use ~~their~~Rappi's platform to place online orders~~; however~~, ~~this~~but ~~may~~we do not behave ~~the~~this ~~case~~arrangement ~~for~~with other online retailers. It is possible that Amazon orwill ~~other~~increase ~~major~~its ~~international~~presence ~~retailers~~or ~~will~~that ~~establish~~other amajor ~~direct~~international ~~presence~~retailers, or smaller regional companies will increase their penetration of online shopping. In either case, sales through our online platform or warehouse clubs could be adversely affected.

~~We are exposed to significant weather events and other natural disaster risks that might not be adequately compensated by insurance, and we are susceptible to the long-term impacts of climate change.~~12

Our operations are subject to volatile weather conditions and natural disasters, such as earthquakes, hurricanes and volcanic activity, which are encountered periodically in the regions in which our warehouse clubs and other facilities are located. Natural disasters could result in physical damage to, or the complete loss of, one or more of our properties, the closure of one or more clubs or distribution centers, limitations on store or club operating hours, the lack of an adequate work force in a market, the inability of customers and employees to reach our clubs, the unavailability of our digital platforms to our customers, disruption in the supply of products or increases in the costs of procuring products. For example, in early fiscal year 2018, operations at our USVI warehouse club were adversely affected by Hurricanes Irma and Maria. The warehouse club was closed for nine days, and after re-opening, the warehouse club operated with limited hours for 16 days due to a government-imposed curfew. Damaged and destroyed roads restricted traffic flow, adversely affecting customer access for some time after the hurricane. Future losses from business interruption may not be adequately compensated by insurance and could have a material adverse effect on our business, financial condition, and results of operations.

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We are exposed to significant weather events and other natural disaster risks that might not be adequately compensated by insurance, and we are susceptible to the long-term impacts of climate change.

Our operations are subject to volatile weather conditions and natural disasters, such as earthquakes, hurricanes and volcanic activity, which occur periodically in the regions in which our warehouse clubs and other facilities are located. Natural disasters could result in physical damage to, or the complete loss of, one or more of our properties, the closure of one or more clubs or distribution centers, limitations on store or club operating hours, the lack of an adequate work force in a market, the inability of customers and employees to reach our clubs, extended power outages and spoilage of our fresh and frozen food products, the unavailability of our digital platforms to our customers, disruption in the supply of products or increases in the costs of procuring products. For example, in early fiscal year 2018, operations at our USVI warehouse club were adversely affected by Hurricanes Irma and Maria. The warehouse club was closed for nine days, and after re-opening, the warehouse club operated with limited hours for 16 days due to a government-imposed curfew. Damaged and destroyed roads restricted traffic flow, adversely affecting customer access for some time after the hurricane. Future losses from business interruption may not be adequately compensated by insurance and could have a material adverse effect on our business, financial condition, and results of operations.

Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions, drought, or rising sea levels) or transition risks (such as regulatory or technology changes) are expected to be widespread and unpredictable. Physical risks include extreme storms that damage or destroy our buildings and inventory or interrupt our business operations and supply chain and temperature changes that increase the heating and cooling costs at clubs and distribution and fulfillment centers. We also may experience changes in energy and commodity prices driven by climate change as well as new regulatory requirements resulting in higher compliance and operational costs, including compliance with newly adopted legislation in California that will require certain companies that do business in California, including PriceSmart, to report annually on their direct Scope 1 and 2 emissions and Scope 3 value chain emissions, and to prepare a report disclosing their climate-related financial risk, as well as measures to reduce and adapt to that risk.

We face difficulties in the shipment of, and risks inherent in the importation of, merchandise to our warehouse clubs.

Our warehouse clubs typically import nearly half or more of the merchandise that they sell. This merchandise originates from various countries and is transported over long distances, over water and over land, which results in:

•substantial lead times needed between the procurement and delivery of products, thus complicating merchandising and inventory controls;

•the possible loss of products due to theft or potential damage to, or destruction of, ships or containers delivering goods;

•product markdowns due to the prohibitive cost of returning merchandise upon importation;

•product registration, tariffs, customs and shipping regulation issues in the locations we ship to and from;

•the possibility of business interruption due to transportation and port strikes;

•ocean freight and duty costs; and

•possible governmental restrictions on the importation of merchandise.

InCivil ~~addition,~~unrest asin acertain ~~result~~countries ofin ~~COVID-19~~which ~~and~~we ~~the~~operate ~~measures~~may ~~designed~~adversely toaffect ~~contain~~ the ~~spread~~flow of ~~the~~goods ~~virus,~~through wethose ~~faced~~countries. ~~and~~For ~~may~~example, ~~again~~protestors ~~face~~set ~~delays~~up orroadblocks ~~difficulty~~in ~~sourcing~~Panama ~~products,~~during ~~which~~October ~~could~~and ~~negatively~~November ~~affect~~2023 ~~our~~as ~~business~~a ~~and~~reaction ~~financial~~to ~~results.~~an ~~Certain~~agreement ofbetween ~~our~~the ~~suppliers~~Panamanian ~~had~~government ~~their~~and ~~manufacturing~~a ~~operations~~mining ~~disrupted~~company, bydisrupting ~~the~~traffic ~~coronavirus~~to ~~outbreak~~our ~~and,~~clubs ~~even~~throughout ~~when~~most ~~goods~~of ~~had~~the ~~been~~market. ~~completed,~~In ~~they~~the ~~often~~third ~~were~~quarter ~~subject~~of tofiscal ~~weeks-long~~year ~~shipping~~2025, ~~delays.~~Panama Ifonce ~~our~~again ~~third-party~~experienced ~~suppliers’~~widespread ~~operations~~protests ~~are~~and ~~curtailed,~~social ~~again,~~unrest oragainst ~~transportation~~the ~~systems~~government. ~~are~~Roadblocks ~~disrupted,~~in weGuatemala ~~may~~in ~~need~~October 2023 relating to ~~seek~~election ~~alternate~~protests ~~sources~~also oflimited ~~supply,~~access ~~which~~to ~~may~~certain beof ~~more~~our ~~expensive~~warehouse clubs. IfCivil ~~the~~unrest ~~production~~in ~~and~~Colombia ~~distribution~~in ~~closures~~response ~~were~~ to ~~resume~~tax ~~for~~reform anand ~~extended~~austerity ~~period~~measures ofparalyzed ~~time,~~significant portions of the ~~impact~~country’s oninfrastructure ~~our~~as ~~supply~~roadblocks ~~chain~~and ~~could~~riots ~~have~~disrupted anormal ~~material~~economic ~~adverse~~activity ~~effect~~during onthe ~~our~~third ~~results~~quarter of ~~operations~~fiscal ~~and~~year ~~cash flows~~2021.

~~Civil~~Moreover, ~~unrest~~each incountry ~~certain countries~~ in which we operate ~~may~~has ~~adversely~~different ~~affect~~governmental ~~the~~rules ~~flow~~and ofregulations ~~goods~~regarding ~~through~~the ~~those~~importation ~~countries.~~of ~~For~~foreign ~~example,~~products. ~~protestors~~Changes ~~set~~to upthe ~~roadblocks~~rules ~~in Panama during October~~ and ~~November~~regulations ~~2023~~governing asthe aimportation ~~reaction~~of tomerchandise anmay ~~agreement~~result ~~between~~in ~~the~~additional ~~Panamanian~~delays, ~~government~~costs ~~and~~or abarriers ~~mining~~in ~~company,~~our ~~disrupting~~deliveries ~~traffic~~of products to our warehouse clubs ~~throughout~~or ~~most~~may ofaffect the ~~market.~~type ~~Roadblocks~~of inproducts ~~Guatemala~~we inselect ~~October~~to ~~2023~~import. ~~relating~~For toexample, ~~election~~in ~~protests~~May ~~also~~2023, ~~limited~~disputes ~~access~~with toNicaraguan ~~certain~~customs ofand ~~our~~tax ~~warehouse~~authorities ~~clubs.~~resulted ~~Civil~~in ~~unrest~~delays in ~~Colombia~~the inissuance ~~response~~of toour ~~tax~~importation ~~reform~~clearance and ~~austerity~~general ~~measures~~delays ~~paralyzed~~in ~~significant~~the ~~portions~~customs ofinspection ~~the~~process. ~~country’s~~These ~~infrastructure~~delays asresulted ~~roadblocks~~in ~~and~~our ~~riots~~being ~~disrupted~~unable ~~normal~~to ~~economic~~import ~~activity~~merchandise ~~during~~into ~~the~~Nicaragua ~~third~~for ~~quarter~~several ofweeks ~~fiscal~~in ~~year~~June ~~2021~~2023.

Moreover, each country in which we operate has different governmental rules and regulations regarding the importation of foreign products. Changes to the rules and regulations governing the importation of merchandise may result in additional delays, costs or barriers in our deliveries of products to our warehouse clubs or may affect the type of products we select to import. In addition, only a limited number of transportation companies service our regions. The inability or failure of one or more key transportation companies to provide transportation services to us, any collusion among the transportation companies regarding shipping prices or terms, changes in the regulations that govern shipping tariffs or the importation of products, or any other disruption to our ability to import our merchandise could have a material adverse effect on our business and results of operations.13

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WeIn ~~are~~addition, ~~subject~~only a limited number of transportation companies service our regions. The inability or failure of one or more key transportation companies to ~~payment~~provide ~~related~~transportation ~~risks~~services to us, ~~including~~any ~~risks~~collusion toamong the ~~security~~transportation companies regarding shipping prices or terms, changes in the regulations that govern shipping tariffs or the importation of ~~payment~~products, ~~card~~or ~~information.~~any other disruption to our ability to import our merchandise could have a material adverse effect on our business and results of operations.

WeAny ~~accept~~significant ~~payments~~interruption ~~using~~in anthe ~~increasing variety of methods, including cash, checks, wire transfers, our co-branded credit cards and a variety of other credit and debit cards. Our~~ operations, ~~like those~~ of ~~most retailers, require the transmission of information associated with cashless payments. As we offer new payment options to~~ our ~~Members,~~distribution wecenters may be subject to additional rules, regulations and compliance requirements, along with the risk of higher fraud losses. For certain payment methods, we pay interchange and other related card acceptance fees, along with additional transaction processing fees. We rely on third parties to provide secure and reliable payment transaction processing services, including the processing of credit and debit cards, and it could disrupt our business if these companies become unwilling or ~~unable~~supply tochain ~~provide these services to us. We are also subject to payment card association and~~ network ~~operating rules, including data security rules, certification requirements and rules governing electronic funds transfers, which~~ could ~~change~~disrupt ~~over time. If we fail to comply with these rules or transaction processing requirements, we may not be able to accept certain payment methods. In addition, if~~ our ~~internal systems are breached or compromised, we may be liable for banks’ compromised card re-issuance costs, we may be subject to fines and higher transaction fees and lose our~~ ability to ~~accept~~provide ~~credit~~adequate ~~and/or~~supplies ~~debit~~of ~~card~~merchandise payments from our Members, and our business and operating results could be adversely affected. Failures or disruptions in data communication and transfer services also could significantly impact our ability to ~~transact payments to vendors and process credit and debit card transactions. Lastly, we or~~ our ~~customers~~warehouse may experience “spoofing” transactions, particularly with respect to wire transfers, which could cause us to make payments to impostor vendors or result in our not receiving timely payment from customers for merchandise we have soldclubs.

We rely on our Miami distribution center, our regional distribution center and several smaller local distribution centers to supply merchandise to our warehouse clubs. Any interruption or failure in the operation of our distribution centers, such as disruptions due to fire, severe weather or other catastrophic events, cyberattacks, network or power outages, labor shortages or disagreements, shipping or infrastructure problems, food safety concerns, integration of new distribution centers, inability of our new distribution centers to perform as expected or contractual disputes with third-party service providers could result in increased expenses and adversely impact our ability to distribute products to our warehouse clubs. Such interruptions could result in lost sales and a loss of Member loyalty, as well as increased costs from third-party service providers.

In addition, unexpected delays in deliveries from vendors or increases in distribution and transportation costs (including through increased labor or fuel costs) could have a material adverse effect on our financial condition, results of operations and cash flows. Labor shortages, work stoppages or other disruptions affecting our supply chain also could negatively affect our business.

We are subject to payment-related risks, including risks to the security of payment card information.

We accept payments using an increasing variety of methods, including cash, checks, wire transfers, our co-branded credit cards and a variety of other credit and debit cards. Our operations, like those of most retailers, require the transmission of information associated with cashless payments. As we offer new payment options to our Members, we may be subject to additional rules, regulations and compliance requirements, along with the risk of higher fraud losses. For certain payment methods, we pay interchange and other related card acceptance fees, along with additional transaction processing fees. We rely on third parties to provide secure and reliable payment transaction processing services, including the processing of credit and debit cards, and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to fee increases by these service providers.

We are also subject to payment card association and network operating rules, including data security rules, certification requirements and rules governing electronic funds transfers, which could change over time. If we fail to comply with these rules or transaction processing requirements, we may not be able to accept certain payment methods. In addition, if our internal systems are breached or compromised, we may be liable for banks’ compromised card re-issuance costs, we may be subject to fines and higher transaction fees and lose our ability to accept credit and/or debit card payments from our Members, and our business and operating results could be adversely affected. Failures or disruptions in data communication and transfer services also could significantly impact our ability to transact payments to vendors and process credit and debit card transactions. Lastly, we or our customers may experience “spoofing” transactions, particularly with respect to wire transfers, which could cause us to make payments to impostor vendors or result in our not receiving timely payment from customers for merchandise we have sold.

We face the possibility of operational interruptions related to union work stoppages.

We currently have unionized employees in three of our markets (Trinidad, Barbados and Panama), and our operations depend on shipping, trucking, ports and other elements of the supply chain that often rely on unionized labor. A work stoppage or other limitation on operations from union or other labor-related matters could occur for any number of reasons, including as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiation of new collective bargaining agreements. For example, while it did not impact our export activities, we experienced a brief disruption to the flow of imported merchandise into our Miami distribution center operations because of the U.S. dockworkers strike in October 2024. A lengthy work stoppage or significant limitation on operations could have a substantial adverse effect on our financial condition and results of operations.

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Risks Associated with Our Business Strategy and Operations

Any failure by us to manage our widely dispersed operations could adversely affect our business.

As of August 31, ~~2024~~2025, we had 5456 warehouse clubs in operation, located in 12 countries and one U.S. territory (ten in Colombia; ~~eight~~nine in Costa Rica; seven each in Panama; ~~six~~and in 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). We ~~will~~ need to continually evaluate the adequacy of our existing infrastructure, systems and procedures, financial controls, operating controls, inventory, and safety controls and make upgrades from time to time. Moreover, we ~~will~~are be required to continually analyze the sufficiency of our inventory distribution channels and systems and may require additional or expanded facilities in order to support our operations. We may not adequately anticipate all the changing demands that will be imposed on these systems. Any failure of our systems or our inability to effectively update our internal systems or procedures as required could have a material adverse effect on our business, financial condition and results of operations.

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We depend on maintaining and expanding our membership base, and any harm to our relationship with our Members could have a material adverse effect on our business, net sales and results of operations.

~~Our membership provides a competitive advantage.~~ Membership has been a basic operating characteristic in the warehouse club industry, beginning over 4849 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. The extent to which we achieve growth in our membership base and sustain high renewal rates materially influences our profitability. Further, our net sales are directly affected by the number of membership cardholders, the frequency with which our Members shop at our clubs and online and the amount they spend, which means the loyalty and enthusiasm of our Members directly impacts our net sales and operating income. Accordingly, anything that would harm our relationship with our existing Members or our ability to continue to attract new Members could materially adversely affect our net sales, membership fee income and results of operations.

Factors that could adversely affect our relationship with our Members include: our failure to provide good value to Members on the goods and services we offer; our failure to provide the expected quality of merchandise; our failure to offer the right mix of merchandise; events that harm our reputation or the reputation of our “Member’s Selection®” brand; our failure to provide convenience online and in-store shopping; increases to our membership fees; and increased competition.

We might not identify in a timely manner or effectively respond to changes in consumer preferences for merchandise, which could adversely affect our relationship with Members, demand for our products and market share.

Our success depends, in part, on our ability to identify and respond to trends in demographics and changes in consumer preferences for merchandise. It is difficult to consistently and successfully predict the products and services our Members will demand. Failure to timely identify or respond effectively to changing consumer tastes, preferences or spending patterns could adversely affect our relationship with our Members, the demand for our products and our market share. If we are not successful at predicting sales trends and adjusting purchases accordingly, we might have too much or too little inventory of certain products. If we buy too much of a product, we might be required to reduce prices or otherwise liquidate the excess inventory, which could have an adverse effect on margins (net sales less merchandise costs) and operating income. For example, we took significant markdowns in the third quarter of fiscal year 2022 when we had excessive amounts of slow-moving inventory because of changing consumer preferences as Members began to resume buying patterns similar to our pre-pandemic sales mix. If we do not have sufficient quantities of a popular product, we might lose sales and profits we otherwise could have made. As our customers expect a more personalized experience, our ability to collect, use, retain, and protect relevant customer data is important to our ability to effectively meet their expectations. Our ability to collect and use that data, however, is subject to a number of external factors, including the impact of legislation or regulations governing data privacy, data-driven technologies such as artificial intelligence, and data security, as well as customer expectations around data collection, retention, and use.

~~Future sales growth depends, in part, on our ability to successfully open new warehouse clubs in our existing and new markets.~~ 15

Sales growth at existing warehouse clubs can be impacted by, among other things, the physical limitations of the warehouse clubs, which restrict the amount of merchandise that can be safely stored and displayed in the warehouse clubs and the number of Members that can be accommodated during business hours. As a result, sales growth will depend, in part, upon our acquiring suitable sites for additional warehouse clubs. Land for purchase or lease, or buildings to be leased, in the size and locations in those markets that would be suitable for new PriceSmart warehouse clubs may be limited in number or not be available or financially feasible. In this regard, we compete with other retailers and businesses for suitable locations. Additionally, local land use, environmental and other regulations restricting the construction and operation of our warehouse clubs may impact our ability to find suitable locations, and increase the cost of constructing, leasing and operating our warehouse clubs. We have experienced these limitations in Colombia, primarily in Bogotá, and in some of our other existing markets, which has negatively affected our growth rates in those markets. Limitations on the availability of appropriate sites for new warehouse clubs in the areas targeted by us could have a material adverse effect on the future growth of PriceSmart.

In some cases, we have more than one warehouse club in a single metropolitan area, and we may open new warehouse clubs in certain areas where we already have warehouse clubs. A new warehouse club in an area already served by existing warehouse clubs may draw Members away from existing warehouse clubs and adversely affect comparable store sales performance. We operate in relatively small markets. Given the growth of our sales over the past few years, market saturation could impact the rate of future sales growth.

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WeFuture ~~might~~sales ~~open~~growth ~~warehouse~~depends, ~~clubs~~ in ~~new~~part, ~~markets~~on inour ~~the~~ability ~~future.~~to ~~The~~successfully ~~risks~~open ~~associated with entering a~~ new ~~market~~warehouse ~~include~~clubs ~~potential difficulties~~ in ~~attracting Members due to a lack of familiarity with us and~~ our ~~lack of familiarity with local Member preferences. In addition, entry into new markets may bring us into competition with new competitors or with~~ existing ~~competitors~~and ~~with a large, established market presence. As a result, our~~ new ~~warehouse clubs might not be successful in new~~ markets.

Sales growth at existing warehouse clubs can be impacted by, among other things, the physical limitations of the warehouse clubs, which restrict the amount of merchandise that can be safely stored and displayed in the warehouse clubs and the number of Members that can be accommodated during business hours. As a result, sales growth will depend, in part, upon our acquiring suitable sites for additional warehouse clubs. Land for purchase or lease, or buildings to be leased, in the size and locations in those markets that would be suitable for new PriceSmart warehouse clubs may be limited in number or not be available or financially feasible. In this regard, we compete with other retailers and businesses for suitable locations. Additionally, local land use, environmental and other regulations restricting the construction and operation of our warehouse clubs and distribution facilities, as well as local community actions opposed to the location of our warehouse clubs or distribution facilities at specific sites, may impact our ability to find suitable locations, and increase the cost of constructing, leasing and operating our warehouse clubs and distribution facilities. We have experienced these limitations in Colombia, primarily in Bogotá, and in some of our other existing markets, which has negatively affected our growth rates in those markets. Limitations on the availability of appropriate sites for new warehouse clubs and distribution facilities in the areas targeted by us could have a material adverse effect on the future growth of PriceSmart.

New warehouse club openings may negatively impact our financial results in the short-term due to the effect of opening costs and lower sales and contribution to overall profitability during the initial period following opening. New clubs typically build their sales volume and their customer base over time and, as a result, generally have lower margins and higher operating expenses, as a percentage of net sales, than our more mature clubs. New clubs may not achieve sustained sales and operating levels consistent with our more mature store base on a timely basis or at all. In addition, in some cases, we have more than one warehouse club in a single metropolitan area, and we may open new warehouse clubs in certain areas where we already have warehouse clubs. A new warehouse club in an area already served by existing warehouse clubs may draw Members away from existing warehouse clubs and adversely affect comparable store sales performance. We operate in relatively small markets. Given the growth of our sales over the past few years, market saturation could impact the rate of future sales growth.

We intend to open warehouse clubs in new markets in the future, including Chile. The risks associated with entering a new market include potential difficulties in attracting Members due to a lack of familiarity with us and our lack of familiarity with local Member preferences. In addition, entry into new markets may bring us into competition with new competitors or with existing competitors with a large, established market presence. As a result, our new warehouse clubs might not be successful in new markets.

Failure to grow our e-commerce business through the integration of physical and digital retail channels and the investments we are making to develop a robust e-commerce platform could materially adversely affect our market position, net sales and/or financial performance.

The retail business is quickly evolving, and consumers are increasingly embracing shopping online and through mobile commerce applications. As a result, the portion of total consumer expenditures with all retailers and wholesale clubs occurring online and through mobile commerce applications is increasing, and the pace of this increase could accelerate. As demonstrated by our launch of our PriceSmart.com and our mobile app and the upgrade of our point-of-sale system, we are increasing our investments in e-commerce, technology and other customer initiatives. The success of our e-commerce initiative continues to depend in large measure on our ability to build and deliver a seamless shopping experience across the physical and digital retail channels. Operating an e-commerce platform and fulfillment of online orders is a complex undertaking, and there is no guarantee that the resources we have applied to this effort will result in increased revenues or improved operating performance. If we do not maintain a successful and relevant omni-channel experience for our Members, our ability to compete and our results of operations could be adversely affected. In addition, a greater concentration of e-commerce sales could result in a reduction in the amount of traffic in our warehouse clubs, which would, in turn, reduce the opportunities for cross-club sales of merchandise that such traffic creates and could reduce our sales within our clubs, materially affecting the financial performance of the physical retail side of our operations. In addition, our investments in e-commerce and technology initiatives will adversely impact our short-term financial performance, and our failure to realize the benefits of these investments may adversely impact our financial performance over the longer term.

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We are subject to risks associated with our dependence on third-party suppliers and service providers, and we have no assurances of continued supply, pricing or access to new merchandise.

We have important ongoing relationships with various third-party suppliers of services and merchandise. These include, but are not limited to, local, regional, and international merchandise suppliers, information technology suppliers, equipment suppliers, financial institutions, credit card issuers and processors, and lessors. Significant changes in the relationships or the agreements that govern the terms through which business is conducted could have a material adverse effect on our business, financial condition and results of operations. We have no assurances of continued supply, pricing or access to new merchandise, and any supplier could at any time change the terms upon which it sells to us or discontinue selling to us. One of our significant suppliers operates a warehouse club business and may in the future seek to compete with us in some of our markets. In addition, the manner in which we acquire merchandise, either directly from the supplier’s parent company or through a local subsidiary or distributor, is subject to change from time to time based on changes initiated by the supplier and for reasons beyond our control. Significant changes or disruptions in how we acquire merchandise from these suppliers could negatively affect our access to such merchandise, as well as the cost of merchandise to us and hence our Members, which could have a material adverse effect on our business and results of operations.

Our failure to maintain our brand and reputation could adversely affect our results of operations.

Our success depends on our ability to continue to preserve and enhance our brand and reputation. Damage to the PriceSmart brand could adversely impact merchandise sales, diminish Member trust, reduce Member renewal rates and impair our ability to add new Members. A failure to maintain and enhance our reputation also could lead to loss of new opportunities or employee retention and recruiting difficulties. Negative incidents, such as a data breach or product recall, can quickly erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation. In particular, the propagation of negative publicity on social media, whether merited or not, can have a damaging effect on our business in one or more markets. In addition, we sell many products under our private label “Member’s Selection®” brand. If we do not maintain consistent product quality of our “Member’s Selection®” products, which generally carry higher margins than national brand products carried in our warehouse clubs, our net warehouse sales and gross margin results could be adversely affected and Member loyalty could be harmed. Also, accidents or personal injuries that sometimes occur in our facilities, such as a Member slipping and falling or injuries caused by product falling from a rack, could result in negative publicity or otherwise damage the Company's reputation.

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We face the risk of exposure to product liability claims, a product recall and adverse publicity.

If our merchandise, such as food and prepared food products for human consumption, medication, children's products, pet products and durable goods, do not meet or are perceived not to meet applicable safety standards or our Members’ expectations regarding safety, we could experience lost sales, increased costs, litigation or reputational harm. The sale of these items exposes us to the risk of product liability claims, a product recall and adverse publicity. WeThe sale of these items involves the risk of illness or injury to our Members. Such illnesses or injuries could result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, manufacturing, storage, handling and transportation phases, or faulty design. In particular, we may inadvertently redistribute food products or prepare food products that are contaminated, which may result in illness, injury or death if the contaminants are not eliminated by processing at the food service or consumer level. We package and market fresh produce products within our markets, so we may be exposed to additional risk of product liability and adverse publicity if those fresh food products are contaminated, which may result in illness, injury or death if the contaminants are not eliminated by processing at our packaging service centers.

We generally seek contractual indemnification and proof of insurance from our major suppliers and carry product liability insurance for all products we sell to or package for our Members. However, if we do not have adequate insurance or contractual indemnification available, product liability claims relating to products that are contaminated or otherwise harmful could have a material adverse effect on our ability to successfully market our products and on our financial condition and results of operations. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused illness or injury could have a material adverse effect on our reputation with existing and potential Members and on our business, financial condition and results of operations.

We rely extensively on computer systems to process transactions, summarize results and manage our business. Failure to adequately maintain our systems or disruptions of our systems could harm our business and adversely affect our results of operations.

Given the high number of individual transactions we have each year, we seek to maintain uninterrupted operation of our business-critical computer systems. Our computer systems, including back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, internal or external security breaches, catastrophic events such as fires, earthquakes, tornadoes and hurricanes, and errors by our employees. Our information systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. If our computer systems and back-up systems are damaged or cease to function properly, we may have to make significant investments to fix or replace them, and we may suffer interruptions in our operations in the interim. Any material interruption in our computer systems could have a material adverse effect on our business or results of operations.

We depend on third-party service providers to support transaction and payment processing, data security and other technology services. Any interruption in the operations of these service providers could, in turn, have a material adverse effect on us. For example, in 2022, a third party that supported our point-of-sale system became insolvent, which required us to quickly develop and implement short-term workarounds and delayed our migration to a cloud-based system integrating in-store and online functionality.

From time to time, we make technology investments to improve or replace our information processes and systems that are key to managing our business. The risk of system disruption increases when system changes are undertaken. Targeting the wrong opportunities, failing to make the right investments, or making an investment commitment significantly above or below our needs could result in the loss of our competitive position and adversely impact our financial condition and results of operations. Additionally, the potential problems and interruptions associated with implementing technology initiatives could disrupt or reduce the efficiency of our operations in the short term. These initiatives might not provide the anticipated benefits or may provide them on a delayed schedule or at a higher cost. For example, we have begun migrating to the Elera™ point-of-sale system, which is a Toshiba product, and if we are not able to successfully implement this product, or experience significant delays, it may jeopardize our operations or result in additional costs.

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Not updating our systems on a timely basis could leave us at a disadvantage relative to our competitors. We will be at a competitive disadvantage if, over time, our competitors are more effective than us in their utilization and integration of rapidly evolving technologies, including artificial intelligence and machine learning technologies. Our current ERP (Enterprise Resource Planning) system is no longer supported by the developer of the software, which could increase the risk of a system disruption. In addition, there are newer versions available from the vendors of some of our other internal systems offering greater functionality and reliability that we have not yet implemented. We also continue to rely on other systems we developed internally a number of years ago, and we are in the process of migrating these systems to more industry-standard technologies. Several years ago, we began evaluating options to replace our ERP system. However, we intentionally deferred this project as originally contemplated in order to more thoroughly assess our overall IT landscape. We decided that the risk, cost, and implementation cycle time of a holistic ERP system was not a sound strategy. We instead turned our focus to a coordinated program of upgrading packaged applications and replacing in-house applications with packaged applications designed to improve our capabilities with less risk, and in less time. We are continuing to work on the implementation of a packaged forecast and replenishment system (RELEX) for buying and upgrades to our packaged WMS (Warehouse Management System) and TMS (Transportation Management System) for logistics. We believe these upgrades plus several other projects, such as our point-of-sale system replacement and e-commerce replacement, will modernize our key revenue-generating systems and reduce risk of disruption. However, if we are not successful in this strategy, we might be required to operate with obsolete technology and will be subject to risks of system disruption, which would put us at a disadvantage relative to our competitors.

We have also begun evaluation of a modern financial management application and an integrated human resources information system for timekeeping, payroll and other HR functions to replace older applications that rely mostly on internal support. These initiatives might not provide the anticipated benefits, may provide them on a delayed schedule or at a higher cost or may cause disruptions in our business.

Any failure by us to maintain the security of the information that we hold relating to our Company, Members, employees and vendors, could damage our reputation with them, could disrupt our operations, could cause us to incur substantial additional costs and to become subject to litigation and could materially affect our operating results.

We receive, retain, and transmit personal information about our Members and employees and entrust that information to third-party business associates, including cloud service-providers that perform activities for us. In addition, we and our third-party service providers store and maintain health-related personal information, pharmacy, and medical records in connection with our health and wellness and pharmacy businesses. We also utilize third-party service providers for a variety of reasons, including, without limitation, cloud services, back-office support, and other functions. In addition, our online operations depend upon the secure transmission of confidential information over public networks, including information permitting cashless payments. Each year, computer hackers, cyber terrorists, and others make numerous attempts to access the information stored in companies’ information systems. The increased use of remote work infrastructure has also increased cybersecurity risk, as remote work continues even post COVID-19. Additionally, the rapid evolution of artificial intelligence and integration of machine learning technologies into our internal systems may intensify our cybersecurity risks and create new risks to our business, operations, and financial condition.

The use of data by our business and our business associates is regulated in all of our operating countries. Privacy and information-security laws and regulations change, and compliance with them may result in cost increases due to, among other things, systems changes and the development of new processes. If we or those with whom we share information fail to comply with these laws and regulations, we could be subjected to legal risk as a result of non-compliance.

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We orrely ~~our~~extensively ~~third-party~~on ~~service~~computer ~~providers~~systems ~~may be unable~~ to ~~anticipate~~process ~~one or more of the rapidly evolving and increasingly sophisticated means by which computer hackers~~transactions, ~~cyber~~summarize ~~terrorists~~results and ~~others~~manage ~~may attempt to defeat~~ our ~~security measures or those of our third-party service providers and breach our or our third-party service providers' information systems~~business. ~~Cyber~~Failure ~~threats are rapidly evolving and are becoming increasingly sophisticated. As cyber threats evolve and become more difficult~~ to ~~detect~~adequately ~~and~~maintain ~~successfully defend against, one or more hackers, cyber terrorists or others might defeat~~ our ~~security measures or those of our third-party service providers and obtain the personal information of Members~~systems, ~~employees and vendors that we hold~~ or todisruptions which our third-party service providers have access, and we or our third-party service providers may not discover any security breach and loss of information for a significant period of time after the security breach occurs. We or one of our third-party service providers also may be subject to ~~a ransomware or cyber-extortion attack~~them, ~~which~~ could ~~significantly~~harm ~~disrupt~~ our ~~operations.~~business Inand ~~the~~adversely ~~enterprise~~affect ~~context, ransomware attacks involve restricting access to computer systems or vital data until a ransom is paid. Error or malfeasance by~~ our ~~employees~~results ~~and consultants, faulty password management or other irregularities may result in a defeat~~ of ~~our or our third-party service providers’ security measures and breach our or our third-party service providers’ information systems (whether digital or otherwise)~~operations.

~~Any~~Given ~~breach~~the high volume of ~~our~~individual ~~security~~transactions ~~measures~~we orprocess ~~those~~each year, we seek to maintain the uninterrupted operation of our ~~third~~business-~~party~~critical ~~service~~computer ~~providers~~systems. ~~and~~Our ~~loss~~computer ofsystems, ~~our~~including ~~confidential~~back-up ~~information~~systems, ~~which~~are ~~could~~subject beto ~~undetected~~damage ~~for~~or ainterruption ~~period~~from ofpower ~~time~~outages, orcomputer ~~any~~and ~~failure~~telecommunications byfailures, uscomputer toviruses, ~~comply~~security ~~with~~breaches, ~~applicable~~catastrophic ~~privacy~~events such as fires, earthquakes, tornadoes and hurricanes, and errors by our employees. Our information ~~security~~systems ~~laws~~are ~~and~~not ~~regulations~~fully redundant, ~~could~~and ~~cause~~our usdisaster torecovery ~~incur~~planning ~~significant~~cannot ~~costs~~account tofor ~~protect~~all ~~any~~eventualities. ~~Members~~If our computer systems and/ backup systems are damaged or ~~employees~~fail ~~whose~~to ~~personal~~function ~~data~~properly, ~~was~~we ~~compromised~~may ~~and~~have to ~~restore~~make ~~Member~~significant investments to repair or replace them, and ~~employee~~we ~~confidence~~may suffer interruptions in usour ~~and~~operations toin ~~make~~the ~~changes~~interim. toAny material interruption in our ~~information~~computer systems ~~and~~could ~~administrative~~have ~~processes~~a tomaterial ~~address~~adverse ~~security~~effect ~~issues~~on ~~and~~our ~~compliance~~business ~~with~~or ~~applicable~~results ~~laws~~of ~~and regulations~~operations.

InWe ~~addition,~~depend ~~such~~on ~~events~~third-party ~~could~~service ~~have~~providers ato ~~material~~support ~~adverse~~transaction ~~effect~~and onpayment ~~our reputation with our Members~~processing, ~~employees,~~data ~~vendors~~security and ~~stockholders,~~other astechnology ~~well~~services. asAny ~~our~~interruption ~~results~~in ofthe operations, ~~financial~~of ~~condition~~these ~~and~~service ~~liquidity;~~providers could, ~~result~~ in ~~the~~turn, ~~release~~have toa ~~the~~material ~~public~~adverse ofeffect ~~confidential~~on ~~information~~us. ~~about~~For ~~our~~example, ~~operations and financial condition and performance; and could result~~ in ~~litigation~~2022, ~~against~~a usthird-party orprovider ~~the~~supporting ~~imposition~~our point-of-sale ~~penalties~~system orbecame ~~liabilities. Moreover~~insolvent, arequiring ~~security breach could require~~ us to ~~devote~~quickly ~~significant~~develop ~~management~~and ~~resources~~implement toshort-term ~~address~~workarounds ~~the problems created by the security breach~~ and todelaying ~~expend~~our ~~significant~~migration ~~additional resources~~ to ~~upgrade~~a ~~further~~cloud-based ~~the~~system ~~security~~integrating ~~measures~~in-store ~~that we employ to guard such important personal information against cyberattacks~~ and ~~other~~online ~~attempts to access such information, resulting in a disruption of our operations~~functionality.

WeFrom ~~regularly~~time ~~reassess~~to ~~these~~time, ~~risks~~we inmake ~~response~~technology investments to ~~the~~improve ~~evolving~~or ~~cybersecurity~~replace ~~landscape,~~key information processes and ~~any~~systems ~~significant~~that support our business. The risk of system disruption increases when changes are ~~promptly~~made ~~communicated~~ to ~~executive~~these ~~management~~processes and ~~our~~systems. ~~Board~~Targeting orthe ~~Audit~~wrong ~~Committee.~~opportunities, ~~There~~failing ~~are~~to nomake ~~assurances~~the ~~that~~right ~~our~~investments, ~~cybersecurity~~or ~~risk~~making ~~management~~an ~~program,~~investment ~~policies,~~commitment ~~controls,~~significantly above or ~~procedures~~below ~~will~~our beneeds ~~fully~~could ~~implemented,~~result ~~complied~~in ~~with,~~the orloss ~~effectively~~of ~~protect~~ our ~~systems~~competitive position and ~~information.~~adversely Weimpact ~~have~~our ~~not~~financial ~~identified~~condition and ~~are~~results ~~not~~of ~~aware~~operations. ofAdditionally, ~~any~~the ~~risks~~potential ~~from~~problems ~~cybersecurity~~and ~~threats,~~interruptions ~~including~~associated aswith aimplementing ~~result~~technology ofinitiatives ~~any~~could ~~prior~~disrupt ~~cybersecurity~~or ~~incidents,~~reduce ~~which~~the ~~have~~efficiency ~~materially~~of ~~affected~~our oroperations ~~are~~in ~~reasonably~~the ~~likely~~short toterm. ~~materially~~These ~~affect~~initiatives ~~us,~~might ~~including~~not ~~our~~deliver ~~operations,~~the ~~business~~anticipated ~~strategy~~benefits, ~~results~~or ofthey ~~operations,~~may provide them on a delayed schedule or ~~financial~~at ~~condition.~~a ~~Despite~~higher ~~our~~cost. ~~security~~For ~~measures~~example, ~~however,~~we ~~there~~are ~~can~~in bethe nomidst ~~assurance~~of ~~that~~migrating ~~we,~~to orthe ~~third~~Toshiba ~~parties~~Elera™ ~~with~~point-of-sale ~~which~~system and if we ~~interact,~~cannot ~~will~~successfully ~~not~~implement this product, or experience asignificant ~~cybersecurity~~delays, ~~incident~~it inmay ~~the~~jeopardize ~~future~~our ~~that~~operations ~~will~~or ~~materially~~result ~~affect~~in usadditional costs.

~~Our~~Not ~~use~~updating ofour systems on a timely basis could leave us at a disadvantage relative to our competitors. We will be at a competitive disadvantage if, over time, our competitors are more effective than we are in utilizing and integrating rapidly evolving technologies, including artificial intelligence and machine learning. Our current ERP (Enterprise Resource Planning) system is no longer supported by its developer, which could increase the risk of a disruption. In addition, newer versions of some of our other internal systems offered by the vendors, offer greater functionality and reliability that we have not yet implemented. We also continue to rely on other systems we developed internally a number of years ago, and we are in the process of migrating these systems to more industry-standard technologies. Several years ago, we began evaluating options to replace our ~~business~~ERP orsystem. However, we intentionally deferred this project as originally contemplated in order to more ~~rapid~~thoroughly ~~adoption~~assess our overall IT landscape. We decided that the risk, cost, and implementation cycle time of ~~artificial~~a ~~intelligence~~holistic byERP system was not a sound strategy. We instead turned our ~~competitors~~focus ~~could~~to ~~result~~a coordinated program of upgrading packaged applications and replacing in-house ~~harm~~applications with packaged applications designed to improve our ~~brand~~capabilities with less risk, and ~~adversely~~in ~~affect~~less time. We are continuing to work on the implementation of a packaged forecast and replenishment system (RELEX) for buying and upgrades to our ~~results~~packaged WMS (Warehouse Management System), TMS (Transportation Management System) and GTM (Global Trade Management) for logistics. We believe these upgrades plus several other projects, such as our point-of-sale ~~operations~~system replacement and e-commerce/mobile application upgrade, will modernize our key revenue-generating systems and reduce the risk of disruption. However, if we are not successful with this strategy, we might be required to operate with obsolete technology and face the risk of system disruption, putting us at a disadvantage relative to our competitors.

~~Some~~We ofhave ~~our~~also ~~computer~~begun ~~systems~~implementing ~~currently,~~modern ~~and~~package ~~might~~Human inCapital ~~the~~Management ~~future,~~systems ~~incorporate~~for ~~artificial~~time ~~intelligence~~& attendance (~~“AI”~~UKG) ~~solutions~~, ~~including~~core ~~machine~~HR ~~learning~~functions ~~and generative AI tools that collect~~(Workday), ~~aggregate,~~ and ~~analyze~~payroll ~~data~~ to ~~assist~~replace inolder ~~the~~applications ~~development~~that ofrely ~~our~~primarily ~~services~~on ~~and products and in the use of~~ internal ~~tools that~~ support ~~our business~~. These ~~applications~~initiatives may become increasingly important in our operations over time. This emerging technology presents a number of risks inherent in its use. For example, AI algorithms are based on machine learning and predictive analytics, which can create accuracy issues, unintended biases, and discriminatory outcomes that could harm our brand, reputation, business, or customers. Additionally, any investments we make in AI technologies might not ~~actually~~deliver ~~make~~the usanticipated ~~more~~benefits, ~~efficient. Our competitors or other third parties~~ may ~~incorporate~~do AIso ~~into~~on ~~their~~a ~~businesses~~delayed ~~more~~schedule ~~rapidly~~ or ~~more~~at ~~successfully~~a ~~than~~higher uscost, which could hinder our ability to compete effectively and adversely affect our results of operations. The technologies underlying AI are rapidly developing, and it is not possible to predict all of the legal, operational or ~~technological~~may ~~risks~~disrupt ~~related to the use of AI. While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and~~ our ~~obligation to comply with them could entail significant costs, negatively affect our~~ business~~, or limit our ability to incorporate certain AI capabilities into our business~~.

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Any failure by us to maintain the security of the information we hold relating to our Company, Members, employees, and vendors, could damage our reputation with them, disrupt our operations, cause us to incur substantial additional costs, expose us to litigation, and materially affect our operating results.

We receive, retain, and transmit personal information about our Members and employees, and we entrust that information to third-party business associates, including cloud service-providers that perform activities for us. In addition, we and our third-party service providers store and maintain health-related personal information, pharmacy, and medical records in connection with our health and wellness and pharmacy businesses. We also utilize third-party service providers for a variety of reasons, including, without limitation, cloud services, back-office support, and other functions and our online operations depend on the secure transmission of confidential information over public networks, including information used for cashless payments. Each year, computer hackers, cyber terrorists, and others make numerous attempts to access the information stored in companies’ information systems. The use of remote work infrastructure has also increased cybersecurity risk, as remote work continues even post-COVID-19. Additionally, the rapid evolution of artificial intelligence and the integration of machine learning technologies into our internal systems may intensify our cybersecurity risks and create new risks to our business, operations, and financial condition.

The use of data by our business and our business associates is regulated in all our operating countries. Privacy and information-security laws and regulations change, and compliance with them may result in increased costs due to, among other things, system changes and the development of new processes. If we or those with whom we share information fail to comply with these laws and regulations, we could face legal risk as a result of non-compliance.

We or our third-party service providers may be unable to anticipate one or more of the rapidly evolving and increasingly sophisticated means by which computer hackers, cyber terrorists and others may attempt to defeat our security measures or those of our third-party service providers and breach our or our third-party service providers' information systems. Error or malfeasance by our employees or consultants, faulty password management, or other irregularities may result in the defeat of our or our third-party service providers' security measures and a breach of our or our third-party service providers` information systems (whether digital or otherwise). As a result, one or more hackers, cyber terrorists or others might obtain the personal information of Members, employees and vendors that we hold or to which our third-party service providers have access, and we or our third-party service providers may not discover any security breach and loss of information for a significant period of time after the security breach occurs. Our logging capabilities, or those of third parties, are also not always complete or sufficiently detailed, affecting our ability to fully investigate and understand the scope of security events. We, or one of our third-party service providers may also be subject to a ransomware or cyber-extortion attack, which could significantly disrupt our operations. In the enterprise context, ransomware attacks involve restricting access to computer systems or vital data until a ransom is paid.

Any breach of our security measures or those of our third-party service providers and loss of our confidential information, or any failure by us to comply with applicable privacy and information security laws and regulations, could cause us to incur significant costs to protect any Members and/or employees whose personal data was compromised to restore Member and employee confidence in us and to make changes to our information systems and administrative processes to address security issues and compliance with applicable laws and regulations.

In addition, such events could have a material adverse effect on our reputation with our Members, employees, vendors and stockholders, as well as our results of operations, financial condition and liquidity; could result in the release to the public of confidential information about our operations and financial condition and performance; and could result in litigation against us or the imposition of penalties or liabilities. Moreover, a security breach could require us to devote significant management resources to address the problems created by the security breach and to expend significant additional resources to further upgrade the security measures that we employ to guard such important personal information against cyberattacks and other attempts to access such information, resulting in a disruption of our operations.

We regularly reassess these risks in response to the evolving cybersecurity landscape, and any significant changes are promptly communicated to executive management and our Board or Audit Committee. There are no assurances that our cybersecurity risk management program, policies, controls, or procedures will be fully implemented, complied with, or effectively protect our systems and information. We have not identified, and are not aware of, any risks from cybersecurity threats, including as a result of any prior cybersecurity incidents, which have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. Despite our security measures, there can be no assurance that we, or third parties with whom we interact, will not experience a cybersecurity incident in the future that materially affects us.

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Our use of artificial intelligence in our business or more rapid adoption of artificial intelligence by our competitors could result in harm to our brand and adversely affect our results of operations.

Some of our computer systems currently, and might in the future, incorporate artificial intelligence (“AI”) solutions, including machine learning and generative AI tools that collect, aggregate, and analyze data to assist in the operations of our business. These applications may become increasingly important in our operations over time. This emerging technology presents a number of risks inherent in its use. For example, AI algorithms are based on machine learning and predictive analytics, which can create accuracy issues, unintended biases, and discriminatory outcomes that could harm our brand, reputation, business, or Members. Additionally, any investments we make in AI technologies might not actually make us more efficient. Our competitors or other third parties may incorporate AI into their businesses more rapidly or more successfully than us, which could hinder our ability to compete effectively and adversely affect our results of operations. The technologies underlying AI are rapidly developing, and it is not possible to predict all of the legal, operational or technological risks related to the use of AI. While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or limit our ability to incorporate certain AI capabilities into our business.

Any failure by us to protect our trademarks, trade secrets and other intellectual property, or our actual or alleged infringement of other companies’ intellectual property, could harm our business.

We depend on our brands, such as the PriceSmart name and logo, to attract Members and make sales of goods and services. We monitor and protect against activities that might infringe, dilute or otherwise violate our trademarks and other intellectual property, and rely on trademark and other laws of the United States and other countries in which we operate. We also rely on copyright, trade secret and other intellectual property laws, as well as nondisclosure and confidentiality agreements and other methods, to protect our trademarks, trade names, proprietary information, technologies, and processes. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all of our trademarks. Any unauthorized use of our trademarks or other intellectual property could harm our competitive position and have a material adverse effect on our financial condition, cash flows or results of operations.

Additionally, we cannot be certain that we do not, or will not in the future, infringe on the intellectual property rights of third parties. Any intellectual property infringement claims against us could be costly, time-consuming and harmful to our reputation or could result in injunctive or other equitable relief that may require us to make changes to our business, any of which could have a material adverse effect on our financial condition, cash flows or results of operations.

We may need to engage in litigation or similar activities to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of proprietary rights of others. Any such litigation, whether or not resolved in our favor, could require us to expend significant resources and divert the efforts and attention of our management and other personnel from our business operations.

Business acquisitions or divestitures and new business initiatives could adversely impact the Company’s performance.

From time to time, we may consider acquisition opportunities and new business initiatives. During fiscal year 2018, we acquired Aeropost, Inc. (“Aeropost”). Acquisitions and new business initiatives involve certain inherent risks, including the failure to retain key personnel from an acquired business; undisclosed or subsequently arising liabilities or accounting, internal control, regulatory or compliance issues associated with an acquired business; challenges in the successful integration of operations, and alignment of standards, policies and systems; future developments that may impair the value of our purchased goodwill or intangible assets; and the potential diversion of management resources from existing operations to respond to unforeseen issues arising in the context of the integration of a new business or initiative.

We sold the legacy casillero and marketplace businesses operated by Aeropost in October 2021. In connection with this sale, we retained the technology and intellectual property rights required for the furtherance of our business interest in PriceSmart.com and related capabilities. We could incur unforeseen expenses or other issues in connection with the separation of these businesses. In addition, we and the buyer of the legacy casillero and marketplace businesses agreed to indemnify each other for any breach of representations and warranties we made to one another in the purchase agreement. Pursuant to these indemnification obligations, during fiscal year 2023, we wrote off approximately $700,000 of accounts receivable from Aeropost to fully settle claims from Aeropost’s acquiror alleging that we breached representations and warranties regarding cybersecurity matters and worker classification.

~~Failure to attract and retain qualified employees could materially adversely affect our financial performance.~~20

Our success depends, to a significant degree, on the continued contributions of members of our senior management and other key operations, merchandising and administrative personnel, and the loss of any such persons could have a material adverse effect on our business. We must attract, develop and retain a growing number of qualified employees, while controlling related labor costs and maintaining our core values. We compete with other retail and non-retail businesses for these employees and invest significant resources in training and motivating them. There is no assurance that we will be able to adequately attract, develop and retain highly qualified employees in the future or to execute management transitions when members of the Company’s senior leadership retire or otherwise leave the Company, which could have a material adverse effect on our business, financial condition and results of operations. We do not maintain life or disability insurance for our key executives.

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Failure to attract and retain qualified employees could materially adversely affect our financial performance.

Our success depends, to a significant degree, on the continued contributions of members of our senior management and other key operations, merchandising and administrative personnel. If we were to lose the services of a key member of our management team or a significant number of key team members within a short period of time or if we fail to execute management transitions when members of the Company’s senior leadership retire or otherwise leave the Company, this could have a material adverse effect on our business, financial condition and results of operations. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause our stock price to decline. We must attract, develop and retain a growing number of qualified employees, while controlling related labor costs and maintaining our core values. We compete with other retail and non-retail businesses for these employees and invest significant resources in training and motivating them. There is no assurance that we will be able to adequately attract, develop and retain highly qualified employees in the future.

Legal and Compliance Risks

We face compliance risks related to our international operations.

In the United States and within the international markets where we operate, there are multiple laws and regulations that relate to our business and operations. These laws and regulations are subject to change, and any failure by us to effectively manage our operations and reporting obligations as required by the various laws and regulations can result in our incurring significant legal costs and fines as well as disruptions to our business and operations. Such failure could also result in investors’ loss of confidence in us, which could have a material adverse effect on our stock price.

In foreign countries in which we have operations, a risk exists that our employees, contractors or agents could, in contravention of our policies, engage in business practices prohibited by U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act and the laws and regulations of other countries. We maintain policies prohibiting such business practices and have in place global anti-corruption compliance programs designed to ensure compliance with these laws and regulations. Nevertheless, we remain subject to the risk that one or more of our employees, contractors or agents, including those based in or from countries where practices that violate such U.S. laws and regulations or the laws and regulations of other countries may be customary, will engage in business practices that are prohibited by our policies or circumvent our compliance programs and, by doing so, violate such laws and regulations. Any violations of anti-corruption laws, even if prohibited by our internal policies, could adversely affect our reputation, business, or financial performance.

We could be subject to additional tax liabilities or subject to reserves on the recoverability of tax receivables.

We are subject to income taxes in the U.S. and many foreign jurisdictions. Significant judgment is required in determining our consolidated provision for income taxes. In the course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We may recognize additional tax expense and be subject to additional tax liabilities due to changes in tax laws, regulations, and administrative practices and principles, including changes to the global tax framework, in various jurisdictions and any changes we make to our intercompany transaction structure. In recent years, multiple domestic and international tax proposals were proposed to impose greater tax burdens on large multinational enterprises. For example, the Organisation for Economic Co-operation and Development ~~("OECD")~~ continues to advance proposals or guidance in international taxation, including the establishment of a global minimum tax.

We compute our income tax based on enacted tax rates in the countries in which we operate. As the tax rates vary among countries, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our overall taxes. 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"). As a result, the Company has made and may continue to make income tax payments substantially in excess of those it would expect to pay based on taxable income, and the rules that allow the Company to obtain refunds or to offset payments that are substantially in excess of taxes payable based on taxable income are unclear or complex.

For example, in fiscal year 2023, we recorded a $7.2 million charge to settle the minimum tax payment dispute in one country. Of this amount, $1.0 million is a reserve we recorded against an income tax receivable for one of the tax years for which we sought a refund and the remaining $6.2 million for the unpaid years of the dispute in which we made tax payments using the original computation based on taxable income. As part of the settlement, we will pay the minimum tax on a go-forward basis.21

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AFor ~~few~~example, ofin ~~our~~fiscal ~~stockholders~~year ~~own~~2023, ~~approximately~~we 15recorded a $7.3%2 million ofcharge ~~our~~to ~~voting~~settle ~~stock~~the asminimum oftax ~~August~~payment ~~31,~~dispute ~~2024~~in one country. Of this amount, ~~which~~$1.0 million ~~may~~is ~~make~~a itreserve ~~difficult~~we torecorded ~~complete~~against ~~some~~an ~~corporate~~income ~~transactions~~tax ~~without~~receivable ~~their~~for ~~support~~one ~~and~~of ~~may~~the ~~impede~~tax years for which we sought a ~~change~~refund and the remaining $6.2 million for the unpaid years of the dispute in ~~control~~which we made tax payments using the original computation based on taxable income. As part of the settlement, we will pay the minimum tax on a go-forward basis.

~~Robert~~A E.few ~~Price, the Company’s Chairman~~ of ~~the~~our ~~Board~~stockholders and Interim Chief Executive Officer, and affiliates of Mr. Price, including Price Philanthropies, The Price Group, LLC, The Robert & Allison Price Charitable Remainder Trust and various other trusts, collectively beneficially own approximately 1514.38% of our ~~outstanding~~voting ~~shares of common~~ stock. Ofas ~~this~~of ~~amount,~~August ~~approximately 71.1% (i.e.~~31, ~~10.9% of our total outstanding shares) is held by charitable entities. As a result of their beneficial ownership~~2025, ~~these~~which ~~stockholders~~may ~~have~~make ~~the~~it ~~ability~~difficult to ~~significantly~~complete ~~affect~~some ~~the~~corporate ~~outcome~~transactions ofwithout ~~all~~their ~~matters~~support ~~submitted to our stockholders for approval, including the election of directors. In addition, this ownership could discourage the acquisition of our common stock by potential investors~~ and ~~could~~may ~~have~~impede ana ~~anti-takeover~~change ~~effect,~~in ~~possibly depressing the trading price of our common stock~~control.

Robert E. Price, the Company’s Chairman of the Board and Interim Chief Executive Officer, and affiliates of Mr. Price, including Price Philanthropies, The Price Group, LLC, The Robert & Allison Price Charitable Remainder Trust and various other trusts, collectively beneficially own approximately 14.8% of our outstanding shares of common stock. Of this amount, approximately 70.5% (i.e., 10.4% of our total outstanding shares) is held by charitable entities. As a result of their beneficial ownership, these stockholders have the ability to significantly affect the outcome of all matters submitted to our stockholders for approval, including the election of directors. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

Financial and Accounting Risks

We are subject to volatility in foreign currency exchange rates and limits on our ability to convert foreign currencies into U.S. dollars.

As of August 31, ~~2024~~2025, we had a total of 5456 warehouse clubs operating in 12 foreign countries and one U.S. territory, 4244 of which operate under currencies other than the U.S. dollar. For fiscal year ~~2024~~2025, approximately 7980.51% of our net merchandise sales were in foreign currencies. We may enter into additional foreign countries in the future or open additional locations in existing countries, which may increase the percentage of net merchandise sales denominated in foreign currencies.

Our consolidated financial statements are denominated in U.S. dollars, and to prepare those financial statements we must translate the amounts of the assets, liabilities, net sales, other revenues, and expenses of our operations outside of the U.S. from foreign currencies into U.S. dollars using exchange rates for the current period. As a result of such translations, fluctuations in currency exchange rates from period-to-period may result in our consolidated financial statements reflecting significant adverse period-over-period changes in our financial performance or reflecting a period-over-period improvement in our financial performance that is not as robust as it would be without such fluctuations in the currency exchange rates.

In addition, devaluing foreign local currencies compared to the U.S. dollar could negatively impact the purchasing power of our Members for imported merchandise in those countries. Merchandise imported into our markets is generally purchased by the Company in U.S. dollars and priced and sold in the local currency of that country. If the local currency devalues against the U.S. dollar, we may elect to increase prices in the local currency to maintain our target margins, making the products more expensive for our Members. We may also decide to reduce or modify the flow of merchandise into those markets. Depending on the severity of the devaluation and corresponding price increase (as experienced in Colombia in fiscal year 2023), the demand for, sales of, and profitability of those products could be negatively impacted.

~~From~~For ~~time to time~~example, wethe ~~have~~Colombian ~~experienced~~peso aexchange ~~lack~~rate ofwith ~~availability~~the of U.S. ~~dollars~~dollar indevalued ~~certain~~approximately ~~markets~~15% ~~(U.S.~~on ~~dollar~~average ~~illiquidity).~~throughout ~~This~~fiscal ~~impedes~~year ~~our~~2023 ~~ability~~compared to ~~convert~~fiscal ~~local~~year ~~currencies~~2022, ~~obtained~~reducing ~~through merchandise sales into U.S. dollars to settle~~ the U.S. dollar ~~liabilities~~value ~~associated~~of ~~with~~ our ~~imported~~sales ~~products~~and ornegatively ~~otherwise~~affecting ~~fund~~overall ~~our~~demand ~~operations.~~for ~~This illiquidity also increases~~ our ~~foreign~~merchandise ~~exchange~~in ~~exposure~~Colombia toduring ~~any~~that ~~devaluation~~year. ofIn ~~the~~order ~~local currency relative~~ to ~~the~~mitigate ~~U.S. dollar. Additionally,~~ the ~~Company may incur~~ significant ~~premium~~price ~~costs~~increase to ~~convert~~ our ~~local~~Members ~~currencies~~that ~~into~~would ~~available~~be ~~tradable~~required ~~currencies~~to ~~and~~maintain ~~U.S.~~our ~~dollars.~~target ~~For instance~~margins, ~~since fiscal year 2017,~~ we ~~have~~absorbed ~~experienced~~some ~~this~~of ~~situation~~the increase in ~~Trinidad~~the ~~and~~costs ~~have been unable to source a sufficient level~~ of ~~tradable~~goods ~~currencies.~~resulting Wefrom ~~are~~the ~~working~~devaluation ~~with our banks in Trinidad~~ and ~~government~~took ~~officials~~pricing toactions ~~convert~~on ~~all~~certain ofproduct ~~our Trinidad dollars into tradable currencies. For instance~~categories, ~~during~~which ~~fiscal~~reduced ~~year 2021, we experienced significant limitations on~~ our ~~ability~~Total togross ~~convert~~margin ~~Trinidad~~during ~~dollars~~that toperiod ~~U.S.~~until ~~dollars~~the orexchange ~~other~~rate ~~tradable~~normalized ~~currencies. Our balance as of August 31, 2024 of Trinidad dollar denominated cash~~ and ~~cash~~we ~~equivalents~~were ~~and~~able ~~short~~to ~~and~~return ~~long-term~~to ~~investments measured in U.S. dollars was $60.2 million,~~ a ~~decrease~~more ofnormalized ~~$40.3~~profit ~~million from the peak of $100~~margin.5 ~~million as of November 30, 2020.~~ However, asif the ~~Trinidad~~Colombia ~~central~~peso ~~bank~~were ~~strictly~~to ~~manages~~weaken ~~the~~again ~~exchange~~and ~~rate~~we ofwere ~~the~~to ~~Trinidad~~again ~~dollar~~absorb ~~with~~ the ~~U.S.~~costs ~~dollar and affects the level~~ of ~~U.S. Dollar liquidity in~~ the ~~market~~devaluation ~~through~~or ~~its~~take ~~interventions,~~pricing weactions ~~are subject~~ to ~~continued~~lower ~~challenges~~the incost ~~converting~~to our ~~Trinidad~~Members ~~dollars~~ to ~~U.S.~~mitigate ~~dollars,~~a asdecrease ~~well~~in asdemand, ~~being~~consolidated ~~exposed~~Total togross ~~the~~margins ~~risk~~could ofbe anegatively ~~potential devaluation of the currency~~impacted.

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~~Additionally~~From time to time, ~~during~~we ~~fiscal~~have ~~year~~experienced ~~2023,~~a ~~the~~lack ~~Honduran~~of ~~Central~~availability ~~Bank~~of ~~began~~U.S. ~~limiting~~dollars ~~the~~in ~~availability~~certain ~~and~~markets ~~controlling~~(U.S. ~~the~~dollar ~~allocation~~illiquidity). ofThis impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars ~~for~~to settle the ~~conversion~~U.S. ~~from~~dollar ~~Honduran~~liabilities ~~lempiras~~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, we may incur significant premium costs to convert our local currencies into available tradable currencies and U.S. dollars. AsFor 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 August 31, ~~2024~~2025 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $59.7 million, ~~our~~a ~~Honduran~~decrease ~~subsidiary~~of ~~had~~$40.8 ~~approximately~~million from the peak of $22100.35 million as of ~~cash~~November 30, 2020. However, as the Trinidad central bank strictly manages the exchange rate of the Trinidad dollar with the U.S. dollar and ~~cash~~affects ~~equivalents~~the ~~denominated~~level of U.S. dollar liquidity in ~~lempiras~~the market through its interventions, ~~which~~we ~~cannot~~are besubject ~~readily~~to ~~converted~~continued challenges in converting our Trinidad dollars to U.S. dollars, ~~for~~as ~~general~~well ~~use~~as ~~within~~being exposed to the ~~Company~~risk of a potential devaluation of the currency. WeWhile we are ~~actively~~currently ~~working~~able ~~with~~to ~~our~~source ~~banking~~substantially ~~partners~~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 ~~government~~the ~~authorities~~Central tobank ~~address~~still ~~this~~has ~~situation~~strict controls there on the availability of U.S. dollars.

Volatility and uncertainty regarding the currencies and economic conditions in the countries where we operate could have a material impact on our operations in future periods.

Changes in accounting standards and assumptions, projections, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business are highly complex and involve many subjective assumptions, projections, estimates and judgments by our management. These include, but are not limited to assumptions, projections, estimates and judgements related to contingencies and litigation, income taxes, value added taxes, and long-lived assets. Changes in these rules or their interpretation or changes in underlying assumptions, projections, estimates or judgments by our management could significantly change our reported or expected financial performance.

For example, because of Accounting Standards Update ASU 2016-02 – Leases (Topic 842), which the Company adopted September 1, 2019, the Company is required to recognize a “Right-of-Use” (ROU) asset and lease liability for each of the Company’s long-term leases. Accounting Standard Codification (ASC) 842 requires that the ROU asset be designated as a non-monetary asset and the lease liability as a monetary liability. Therefore, when accounting for a lease that is denominated in a foreign currency, if remeasurement into the lessee’s functional currency is required, the lease liability is remeasured using the current exchange rate. We have leases in several of our subsidiaries in which the lease payments are denominated in a foreign currency that is not the functional currency of that entity. Therefore, we are subject to additional volatility in foreign currency exchange rates as a result of this accounting standard update. The monetary lease liability subject to revaluation as of August 31, ~~2024~~2025 was $3152.57 million. Due to the mix of foreign currency exchange rate fluctuations during fiscal year ~~2024~~2025, the impact to the consolidated statements of income of revaluing this liability was immaterial.

Item 1B. Unresolved Staff Comments

None.

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Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

PriceSmart has developed, implemented, and maintained a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical technology systems, data, and information. We have implemented processes and protocols designed to monitor, identify, mitigate, and prevent material risks associated with cybersecurity threats and incidents relevant to internal networks, business applications, customer-facing applications, customer payment systems, and business operations. Cybersecurity represents an important component of our overall cross-functional approach to risk management. Our cybersecurity practices are integrated into the Company's enterprise risk management ("ERM") approach, and cybersecurity risks are among the core enterprise risks identified for oversight by the Board through our annual ERM assessment.

Our cybersecurity risk management program utilizes information and guidance derived from industry-recognized frameworks, including the International Organization for Standardization (ISO) 27001 Framework and the National Institute of Standards and Technology (NIST) Cybersecurity Framework 2.0 (CSF), specifically the NIST 800-53 and NIST 811-171 publications. While we have based our cybersecurity risk management program on these frameworks, we have not obtained these specific certifications to date. Our cybersecurity risk management program is overseen by our Chief Information Officer ("CIO"), our First Vice President Information Security ("FVPIS") and our Senior Vice President Information Technology Shared Services (“SVPITSS”) and reviewed annually.

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Chief Information Officer ("CIO") and/or our First Vice President of Information Security ("FVPIS") and reviewed annually.

Our cybersecurity risk management program includes but is not limited to the following:

•risk assessments performed both internally and by external vendors to assist in the identification of material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise Information Technology (IT) environment;

•contracting with and use of third-party service providers, where deemed necessary, to assess, test, or otherwise assist with aspects of our security controls;

•cybersecurity awareness training for our employees;

•adoption of a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•a risk management process for selecting and working with key service providers, suppliers, and vendors that ~~takes~~utilizes ~~into account~~ our internal assessment of their criticality to our operations and their respective risk profiles.

We continuously monitor, assess, and strategically invest to improve the effectiveness and resiliency of our information security systems to keep abreast of the dynamic and complex cybersecurity landscape.

We use third-party vendors to review and test our IT systems and utilize our internal team of experienced personnel to evaluate and assess the efficacy of cybersecurity systems and to make recommendations and identify opportunities for improvements to our cybersecurity risk management program. We report the results of these assessments to our Audit Committee regularly and to our Board of Directors at least annually.

In the event of a potential cybersecurity incident, or a series of related cybersecurity incidents, we have cybersecurity incident response frameworks in place. These frameworks are a set of coordinated procedures and tasks that our incident response teams execute with the goal of ensuring timely and accurate identification, resolution and reporting of cybersecurity incidents both internally and externally, as necessary. We regularly test and update these frameworks to ensure timely and accurate identification, resolution, and reporting of cybersecurity incidents.

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We have not identified and are not aware of any risks from cybersecurity threats, including as a result of any prior cybersecurity incidents, which have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. Despite our security measures, however, there can be no assurance that we, or third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us. For more information about the cybersecurity risks we face, see "Item 1A — Risk Factors — Any failure by us to maintain the security of the information we hold relating to our Company, Members, employees and vendors, could damage our reputation with them, could disrupt our operations, could cause us to incur substantial additional costs and to become subject to litigation and could materially adversely affect our operating results."

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management's implementation of our cybersecurity risk management program. The Audit Committee receives quarterly reports from our CIO, FVPIS, and/or our ~~FVPIS~~SVPITSS regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential. The CIO, FVPIS, and ~~FVPIS~~SVPSS report quarterly to the Audit Committee and Board regarding cybersecurity risks and the status of our cyber risk management program. Our CIO, FVPIS, and/or ~~FVPIS~~our SVPITSS also periodically make presentations to Board members on cybersecurity topics as part of the Board's continuing education on topics that impact our company.

Our Cybersecurity team also provides reports to the Board’s Digital Transformation Committee. The Digital Transformation Committee is charged with oversight of the Company’s omni-channel development and digital transformation to enhance membership and stockholder value. In this capacity, the Digital Transformation Committee oversees the Company’s design and implementation of various IT systems, with emphasis on maintaining a secure digital environment.

Our Cybersecurity team informs executive management about ongoing efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means. This may include briefings from internal security personnel; sharing publicly or privately available threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and forwarding alerts and reports produced by network monitoring and security tools we deploy.

23Our CIO, FVPIS, and SVPITSS collectively have over eight decades of IT and cybersecurity experience, including five decades in senior-level leadership roles. Our FVPIS spent over three decades in federal law enforcement working in cyber related roles.

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Our CIO and FVPIS collectively have over eight decades of IT and cybersecurity experience, including five decades in senior-level leadership roles. Our FVPIS spent over three decades in federal law enforcement working in cyber related roles.

Item 2. Properties

At August 31, ~~2024~~2025, PriceSmart operated 5456 membership warehouse clubs, as detailed below:

Location	Own landand building	Lease landand/or building
COLOMBIA SEGMENT
Colombia	9	1
CENTRAL AMERICA SEGMENT
Costa Rica(1)	8	—
Costa Rica	9	—
El Salvador	4	—
Guatemala(2)	3	3
Guatemala	3	4
Honduras	2	1
Nicaragua	2	—
Panama(3)	6	1
Panama	6	1
CARIBBEAN SEGMENT
Aruba	—	1
Barbados	1	—
Dominican Republic	5	—
Dominican Republic(1)	5	—
Jamaica	2	—
Jamaica(2)	2	—
Trinidad	3	1
USVI	—	1
Total	4546	910

(1)The Company purchased land located in ~~Cartago~~La Romana, ~~Costa~~Dominican ~~Rica~~Republic, where we plan to open our ~~ninth~~sixth warehouse club in ~~Costa~~Dominican ~~Rica~~Republic in the spring of ~~2025~~2026.

(2)The Company ~~expects~~purchased ~~to formalize a~~ land ~~lease~~located in ~~the~~Montego ~~first~~Bay, ~~quarter~~Jamaica, ofand ~~fiscal~~leased ~~year~~land ~~2025~~located ~~for~~on ~~land~~South inCamp ~~Quetzaltenango~~Road, ~~Guatemala~~Jamaica, where we plan to open our ~~seventh~~third and fourth warehouse ~~club~~clubs in ~~Guatemala~~Jamaica in the summer and fall of ~~2025~~2026, respectively.

~~(3)In~~Although ~~January~~we ~~2024~~have entered into real estate leases in the past and will likely do so in the future, our current preference is to own rather than lease real estate. We lease land and, in some cases, land and buildings when appropriate sites within market areas are not available to purchase. The terms on these leases for our warehouse clubs generally run for 20 to 30 years and contain options to renew from 5 to 20 years. We actively seek to secure lease extensions or find suitable replacement properties before our leases expire. We have successfully negotiated extensions in the ~~Company~~past ~~purchased~~and ~~one~~believe ofwe will continue to be able to do so in the future; however, each lease renewal is subject to its ~~club's~~own ~~buildings~~facts and ~~land~~circumstances, so we cannot be sure that we will be able to renew each lease on economically favorable terms. For instance, we've recently entered into a lease agreement to relocate our Miraflores, Guatemala club, for which the current lease was ~~previously~~due ~~leased~~to expire on December 31, 2025, to a new location adjacent to the current club location. We expect to relocate our Miraflores club to this new location in ~~Panama~~the ~~City~~second half of calendar year 2026. We expect minimal impact to the continuity of our operations for this club. Refer to Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, ~~Panama~~Note 9 – Commitments and Contingencies” for additional details on our Miraflores club relocation.

~~Although~~As weof ~~have~~August ~~entered~~31, ~~into~~2025, ~~real~~sales ~~estate~~floors ~~leases~~of in the ~~past~~Company’s ~~and~~warehouse ~~will~~club ~~likely do so in the future, our current preference is to own rather than lease real estate. We lease land and in some cases land and~~ buildings ~~when~~occupied appropriate sites within market areas are not available to purchase. The term on these leases for our warehouse clubs generally run for 20 to 30 years and contain options to renew from 5 to 20 years. We actively seek to secure lease extensions or find suitable replacement properties before our leases expire. We have successfully negotiated extensions in the past and believe we will continue to be able to do so in the future; however, each lease renewal is subject to its own facts and circumstances, so we cannot be sure that we will be able to renew each lease on economically favorable terms. For instance, we've recently entered into a ~~lease~~total ~~agreement~~of toapproximately ~~relocate our Miraflores~~2, ~~Guatemala club~~732,467 ~~for~~square ~~which the current lease was due to expire on December 31~~feet, ~~2025, to a new location adjacent to the current club location. We expect to relocate our Miraflores club to this new location in fiscal year 2026. We expect minimal impact to the continuity~~ of ~~our~~which ~~operations for this club. Refer to Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements~~441,461 ~~Note~~square 9feet –were ~~Commitments and Contingencies” for additional details~~ on ~~our~~leased ~~Miraflores club relocation~~property.

As of August 31, 2024, sales floors of the Company’s warehouse club buildings occupied a total of approximately 2,646,130 square feet, of which 400,191 square feet were on leased property.

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We operate two large regional distribution centers, one in Miami, Florida and the other in San Jose, Costa Rica, along with several smaller local distribution centers for the consolidation and distribution of merchandise shipments to our warehouse clubs. Our corporate headquarters is located in San Diego, California, and we maintain other regional offices in the Miami distribution facility and our international locations. We own our regional dry merchandise distribution facility in Miami, Florida, but we otherwise lease most non-warehouse club facilities and expect to continue to lease these types of facilities as we expand. Our leases for non-warehouse club facilities typically provide for initial lease terms between five and 30 years, with options to extend. We believe this leasing strategy for non-warehouse club facilities enhances our flexibility to pursue expansion opportunities when the needs of our business require. As current leases expire, we believe that we will be able to obtain lease renewals, if desired, for these present locations, or to obtain leases for equivalent or better locations in the same general area.

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Item 3. 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 II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 9 – Commitments and Contingencies” for additional information regarding our legal proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company's common stock has been quoted and traded on the NASDAQ Global Select Market under the symbol “PSMT” since September 2, 1997. As of October 2524, ~~2024~~2025, there were approximately ~~385~~354 holders of record of the common stock. This number does not include beneficial owners whose shares were held in street name.

	Dates		Stock Price
	From	To	High		Low
2025 FISCAL QUARTERS
First Quarter	9/1/2024	11/30/2024	$	94.82	$	82.00
Second Quarter	12/1/2024	2/28/2025	99.23		81.66
Third Quarter	3/1/2025	5/31/2025	108.54		81.25
Fourth Quarter	6/1/2025	8/31/2025	114.01		99.98
2024 FISCAL QUARTERS
First Quarter	9/1/2023	11/30/2023	$	81.41	$	61.82
Second Quarter	12/1/2023	2/29/2024	84.93		67.48
Third Quarter	3/1/2024	5/31/2024	87.99		77.86
Fourth Quarter	6/1/2024	8/31/2024	92.76		77.51
2023 FISCAL QUARTERS
First Quarter	9/1/2022	11/30/2022	$	73.76	$	56.29
Second Quarter	12/1/2022	2/28/2023	75.92		60.01
Third Quarter	3/1/2023	5/31/2023	79.55		66.54
Fourth Quarter	6/1/2023	8/31/2023	82.63		69.08

Recent Sales of Unregistered Securities

In September 2022, the Company issued restricted stock awards (RSAs) and performance stock units (PSUs) covering 156,225 shares of the Company’s common stock, $0.0001 par value per share. The RSAs and PSUs were issued from the pool of shares available for issuance under the Company’s Amended and Restated 2013 Equity Incentive Award Plan, as amended. The securities were exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon Section 4(a)(2) of the Securities Act as transactions not involving any public offering. The recipients of the securities in each of these transactions are accredited investors, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about the Company. Resale of these shares by the holders has since been registered under the Securities Act.

Dividends

Declared	Amount		First Payment				Second Payment
			RecordDate	DatePaid	Amount		RecordDate	DatePaid	Amount
4/3/2024	$	1.00	4/19/2024	4/30/2024	$	1.00	N/A	N/A	N/A
2/1/2024	$	1.16	2/15/2024	2/29/2024	$	0.58	8/15/2024	8/30/2024	$	0.58
2/3/2023	$	0.92	2/16/2023	2/28/2023	$	0.46	8/15/2023	8/31/2023	$	0.46
2/3/2022	$	0.86	2/15/2022	2/28/2022	$	0.43	8/15/2022	8/31/2022	$	0.43
2/1/2024	$	1.16	2/15/2024	2/29/2024	$	0.58	8/15/2024	8/30/2024	$	0.58
4/3/2024	$	1.00	4/19/2024	4/30/2024	$	1.00	N/A	N/A	N/A
2/6/2025	$	1.26	2/18/2025	2/28/2025	$	0.63	8/15/2025	8/29/2025	$	0.63

On ~~April~~February 36, ~~2024~~2025, the Company's Board of Directors declared aan one-time $1.00 per share special dividend paid on April 30, 2024 to stockholders of record on April 19, 2024 to distribute excess cash to stockholders. The $1.00 per share special dividend was in addition to the Company’s annual cash dividend in the total amount of $1.1626 per share, with $0.5863 per share paid on February 2928, ~~2024~~2025 to stockholders of record as of February 1518, ~~2024~~2025 and $0.5863 per share paid on August 3029, ~~2024~~2025 to stockholders of record as of August 15, ~~2024~~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.

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Repurchase of Equity Securities

Upon vesting of restricted stock awarded by the Company to employees, the Company repurchases shares and withholds ~~the~~an amount of the repurchase payment to cover employees’ tax withholding obligations. In addition, in July 2023 we announced a program authorized by our Board of Directors to repurchase up to $75 million of our common stock. We began repurchases in the fourth quarter of fiscal year 2023 and successfully completed the share repurchase program in the first quarter of fiscal year 2024. We purchased a total of approximately 1,007,000 shares of our common stock under the program. The repurchases were made on the open market pursuant to a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which permitted us to repurchase common stock at a time that we might otherwise have been precluded from doing so under insider trading laws or self-imposed trading restrictions. We have no plans to continue repurchases or adopt a new repurchase plan at this time. However, the Board of Directors could choose to commence another 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 fiscal year ~~2024~~2025 (dollars in thousands, except per share data):

Period	TotalNumber ofSharesPurchased	AveragePrice PaidPer Share		~~Total Number ofShares Purchasedas Part of PubliclyAnnouncedPlans or Programs~~	~~MaximumDollar~~Total ~~Value~~Number ~~ofShares~~of ~~ThatMay~~Shares ~~Yet~~Purchased ~~BePurchasedUnder~~as ~~thePlans~~Part ~~orPrograms~~of Publicly Announced Plans or Programs		MaximumDollar Value ofShares ThatMay Yet BePurchasedUnder thePlans orPrograms
September 1, 2023 - September 30, 2023	221,272	$	75.57	221,272	$	52,655
September 1, 2024 - September 30, 2024	—	$	—		—		N/A
October 1, 2023 - October 31, 2023	722,797	73.67		714,391	—
October 1, 2024 - October 31, 2024	35,893	91.70			—		N/A
November 1, 2023 - November 30, 2023	—	—		—	—
November 1, 2024 - November 30, 2024	—	—			—		N/A
December 1, 2023 - December 31, 2023	—	—		—	—
December 1, 2024 - December 31, 2024	—	—			—		N/A
January 1, 2024 - January 31, 2024	23,106	76.44		—	—
January 1, 2025 - January 31, 2025	27,198	90.45			—		N/A
February 1, 2024 - February 29, 2024	—	—		—	—
February 1, 2025 - February 28, 2025	—	—			—		N/A
March 1, 2024 - March 31, 2024	615	84.00		—	—
March 1, 2025 - March 31, 2025	466	88.82			—		N/A
April 1, 2024 - April 30, 2024	764	81.58		—	—
April 1, 2025 - April 30, 2025	832	100.26			—		N/A
May 1, 2024 - May 31, 2024	—	—		—	—
May 1, 2025 - May 31, 2025	—	—			—		N/A
June 1, 2024 - June 30, 2024	—	—		—	—
June 1, 2025 - June 30, 2025	—	—			—		N/A
July 1, 2024 - July 31, 2024	1,437	87.02		—	—
July 1, 2025 - July 31, 2025	561	106.25			—		N/A
August 1, 2024 - August 31, 2024	10,085	88.96		—	—
August 1, 2025 - August 31, 2025	7,334	108.06			—		N/A
Total	~~980~~72,~~076~~284	$	7493.3608	~~935,663~~	—		N/A

Item 6. Reserved.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.

Overview

PriceSmart, headquartered in San Diego, California, owns and operates U.S.-style membership shopping warehouse clubs in Latin America and the Caribbean, selling high quality merchandise and services at low prices to our Members. We operate 5456 warehouse clubs in 12 countries and one U.S. territory (ten in Colombia; ~~eight~~nine in Costa Rica; seven each in Panama; ~~six~~and in 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). WeAdditionally, ~~have~~the ~~purchased~~Company ~~land~~plans ~~and plan~~ to open ~~our~~one ~~ninth~~new warehouse club in ~~Costa~~La ~~Rica~~Romana, ~~located~~Dominican inRepublic ~~Cartago, approximately 10 miles east from the nearest club~~ in the ~~capital~~spring of ~~San~~2026, ~~Jose.~~and ~~The~~one warehouse club ~~will~~in beMontego ~~built~~Bay ~~on a six-acre property~~ and isone ~~anticipated~~on toSouth ~~open~~Camp ~~in the spring of 2025. Additionally~~Road, weJamaica ~~expect to formalize a land lease~~ in the ~~first~~summer ~~quarter~~and fall of ~~fiscal~~2026, ~~year~~respectively. ~~2025~~Once ~~and~~these ~~build~~three ~~our~~new ~~seventh~~clubs ~~warehouse~~are ~~club in Guatemala~~open, ~~located~~we inwill ~~Quetzaltenango,~~operate ~~approximately~~59 ~~122~~warehouse ~~miles~~clubs ~~west from the nearest club~~ in ~~the capital of Guatemala City~~total. ~~This~~Additionally, ~~club~~we ~~will~~are becontinuing ~~built on a four-acre property and is anticipated~~ to ~~open~~advance inour ~~the~~planned ~~summer~~expansion ofinto ~~2025.~~Chile, ~~Once~~which ~~these~~we ~~two~~have ~~new~~identified ~~clubs~~as ~~are~~a ~~open,~~potential wemarket ~~will~~for ~~operate~~multiple 56PriceSmart warehouse clubs ~~in total~~. Our corporate headquarters, U.S. buying operations and regional distribution centers are located primarily in the United States. Our operating segments are the United States, Central America, the Caribbean and Colombia. All intercompany balances and transactions have been eliminated in consolidation.

Mission ~~and Business Strategy~~

PriceSmart's ~~exists~~mission is to ~~improve~~provide ~~the~~all ~~lives and businesses of our~~ Members, ~~our~~an ~~employees~~outstanding ~~and~~shopping ~~our~~experience ~~communities~~with ~~through~~high ~~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~~lowest ~~and~~possible ~~safety of our Members and employees~~prices. 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 increasing our tools to drive sales and operational efficiencies. 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 and, meanwhile, enhance Member experience and engagement.

28Purpose

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 increasing our tools to drive sales and operational efficiencies. 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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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 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.

~~Although~~Inflationary wepressures ~~have~~could ~~seen~~significantly ~~recent~~impact ~~inflationary~~product ~~pressures subsiding~~costs, ~~substantial product cost increases~~ and commodity price increases have and could ~~continue~~again to impact our financial results and could lead to reduced sales, fewer units sold, and/or margin pressure. ~~Events~~For ~~directly~~example, orthe ~~indirectly related to~~ COVID-19 pandemic resulted, directly or indirectly, in market and supply-chain disruptions, which increased the complexity of managing our inventory flow and business and resulted in substantial inventory markdowns on certain non-food product categories in the third quarter of fiscal year 2022. In addition, shipping and freight rates increased dramatically during that time. Similar challenges could reoccur in the future. While supply chains and transportation rates have normalized, we continue to work to hold down and/or mitigate ~~the~~ price increases passed on to our Members while maintaining the right inventory mix to grow sales. One key factor has been our expanded network of distribution centers, which has facilitated alternative shipping routes, increased merchandise throughput, and provided flexibility to mitigate our supply chain challenges and risks more effectively.

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. For fiscal year ~~2024~~2025, some markets, especially Costa Rica, benefited from currency appreciation, which helped offset currency devaluations we experienced in some of the other countries. During fiscal year ~~2024~~2025, approximately 7980.51% of our net merchandise sales were in currencies other than the U.S. dollar. Of those sales, 49.0% 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 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. ~~However~~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, ~~that~~which negatively impacted our consolidated Total ~~Gross~~gross ~~Margin~~margin ~~rate~~percentage. We may also modify the mix of imported versus local merchandise and/or the source of imported merchandise to mitigate the impact of currency fluctuations. Information about the effect of local currency devaluations is discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net Merchandise Sales and Comparable Sales.”

Our wallet-share capture of total retail and wholesale sales can vary from market to market due to competition and the availability of other shopping options for our Members. Demographic characteristics within each of our markets can affect both the overall level of sales and future sales growth opportunities. Certain island markets, such as Aruba, Barbados and the U.S. Virgin Islands, offer limited upside for sales growth given their overall market size.

We continue to face the risk of political instability which may have significant effects on our business. For example, protestors set up roadblocks in Panama during October and November 2023 as a reaction to an agreement between the Panamanian government and a mining company, disrupting traffic to our clubs throughout most of the market. In the third quarter of fiscal year 2025, Panama once again experienced widespread protests and social unrest against the government. Roadblocks in Guatemala in October 2023 ~~relating~~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 ~~as roadblocks and riots disrupted normal economic activity~~ during the third quarter of fiscal year 2021.

Our operations are subject to volatile weather conditions and natural disasters. In November 2020, Hurricanes Eta and Iota brought severe rainfall, winds, and flooding to a significant portion of Central America, especially Honduras, which caused significant damage to parts of that country’s infrastructure. Although our warehouse clubs were not significantly affected and we were able to manage our supply chain to keep our warehouse clubs stocked with merchandise, similar natural disasters could adversely impact our overall sales, costs and profit performance in the future.

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Our operations depend on shipping, trucking, ports and other elements of the supply chain that often rely on unionized labor. A work stoppage or other limitation on operations from union or other labor-related matters could occur for any number of reasons, including as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiation of new collective bargaining agreements. For example, while it did not impact our export activities, we experienced a brief disruption to the flow of imported merchandise into our Miami distribution center operations because of the U.S. dockworkers strike in October 2024.

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 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. For instance, during fiscal year 2021, we experienced significant limitations on our ability to convert Trinidad dollars to U.S. dollars or other tradable currencies. Our balance as of August 31, 2024 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $60.2 million, a decrease of $40.3 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.

Additionally, during fiscal year 2023, the Honduran Central Bank began limiting the availability and controlling the allocation of U.S. dollars for the conversion from Honduran lempiras to U.S. dollars. As of August 31, 2024, our Honduran subsidiary had approximately $22.3 million of cash and cash equivalents and short-term investments denominated in lempiras, which cannot be readily converted to U.S. dollars for general use within the Company. We are actively working with our banking partners and government authorities to address this situation.

At times we face difficulties in the shipment of, and the risks inherent in the importation of, merchandise to our warehouse clubs. One of those difficulties is possible governmental restrictions on the importation of merchandise. In late May 2023, disputes with Nicaraguan customs and tax authorities resulted in delays in the issuance of our importation clearance, and general delays in the customs inspection process. While this situation has occurred frequently in the last few years, we generally have been able to plan around these import blockages and resume within a manner of days. However, the most recent delay in obtaining importation clearance, resulted in us being unable to import merchandise into Nicaragua for several weeks in June of 2023. While at this time our tax clearances and imports seem to have returned to a more normal cadence, we continue to monitor this situation closely and are working with local officials to seek continuity of imports into Nicaragua as well as the other jurisdictions in which we operate.

Financial highlights for the fourth quarter of fiscal year 2024 included:

•Total revenues increased 9.6% over the prior year period.

•Net merchandise sales increased 9.5% over the prior year period. We ended the quarter with 54 warehouse clubs compared to 51 warehouse clubs at the end of the fourth quarter of fiscal year 2023. Net merchandise sales - constant currency increased 9.3% over the prior year period.

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•Comparable net merchandise sales (that is, sales in the 51 warehouse clubs that have been open for greater than 13 ½ calendar months) for the 13 weeks ended September 1, 2024 increased 6.2%. Comparable net merchandise sales - constant currency for the 13 weeks ended September 1, 2024 increased 6.0%.

•Membership income for the fourth quarter of fiscal year 2024 increased 14.1% to $19.7 million over the comparable prior year period.

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 10.3% over the prior-year period, and merchandise gross profits as a percent of net merchandise sales were 15.7%, an increase of 10 basis points or 0.1% from the same period in the prior year.

•Selling, general and administrative expenses increased $3.4 million or 2.2% compared to the fourth quarter of fiscal year 2023, primarily due to higher compensation costs, professional fees, depreciation expense and bank fees which were partially offset by costs associated with the reserve for the AMT settlement and asset impairment and closure costs which occurred during the fourth quarter of fiscal year 2023.

•Operating income for the fourth quarter of fiscal year 2024 was $49.2 million, an increase of 53.1%, or $17.1 million, compared to the fourth quarter of fiscal year 2023.

•We recorded a $7.4 million net loss in total other expense, net in the fourth quarter of fiscal year 2024 compared to a $1.5 million net loss in total other expense, net in the same period last year primarily due to an increase in other expense of $4.2 million, primarily driven by an increase in total foreign currency transaction losses and a decrease of $1.2 million in interest income.

•Our effective tax rate decreased in the fourth quarter of fiscal year 2024 to 30.4% from 49.9% in the fourth quarter of fiscal year 2023. The decrease in the effective rate versus the prior year was primarily attributable to the non-recurrence of the comparably unfavorable impacts in the prior year of 11.6% due to the AMT settlement and 5.4% from asset impairment and related closure costs.

•Net income for the fourth quarter of fiscal year 2024 was $29.1 million, or $0.94 per diluted share, compared to $15.4 million, or $0.49 per diluted share, for the fourth quarter of fiscal year 2023. The fourth quarter of fiscal year 2023 included a negative impact of $0.30 per diluted share for costs related to the reserve for the AMT settlement and $0.18 per diluted share of asset impairment and closure costs.

•Adjusted net income for the fourth quarter of fiscal year 2024 was $29.1 million, or an adjusted $0.94 per diluted share, compared to adjusted net income of $20.4 million, or $0.65 per diluted share, for the fourth quarter of fiscal year 2023. The fourth quarter of fiscal year 2023 included a negative impact of $0.30 per diluted share for costs related to the reserve for the AMT settlement.

•Adjusted EBITDA for the fourth quarter of fiscal year 2024 was $70.7 million compared to $57.2 million in the same period last year.

Financial highlights for fiscal year 2024 included:

•Total revenues increased 11.4% over the prior year period.

•Net merchandise sales increased 11.2% over the prior year period. We ended the year with 54 warehouse clubs compared to 51 warehouse clubs at the end of fiscal year 2023. Net merchandise sales - constant currency increased 8.6% over the prior year period.

•Comparable net merchandise sales (that is, sales in the 51 warehouse clubs that have been open for greater than 13 ½ calendar months) for the 52 weeks ended September 1, 2024 increased 7.7%. Comparable net merchandise sales - constant currency for the 52 weeks ended September 1, 2024 increased 5.2%.

•Membership income increased 13.9% to $75.2 million.

•Total gross margins (net merchandise sales less associated cost of goods sold) increased 11.1% over the prior year, and merchandise gross profits as a percent of net merchandise sales remained constant at 15.8% compared to the prior year.

•Selling, general and administrative expenses increased $51.2 million in fiscal year 2024 or 8.9% compared to fiscal year 2023, primarily due to higher compensation cost, professional fees, depreciation expense, and bank fees.

•Operating income was $220.9 million in fiscal year 2024, an increase of 19.7%, or $36.4 million, compared to fiscal year 2023.

•We recorded a $19.5 million net loss in total other expense, net in fiscal year 2024 compared to a $15.3 million net loss in total other expense, net in the same period last year primarily due to an increase of $3.5 million of other expense, which is primarily foreign currency transaction losses, and an increase of $1.9 million in interest expense, partially offset by an increase of $1.2 million in interest income.

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~~•The~~At ~~effective~~times ~~tax~~we ~~rate~~face ~~for~~difficulties ~~fiscal~~in ~~year~~the ~~2024~~shipment ~~was~~of, ~~31.1%~~and asthe ~~compared~~risks toinherent in the ~~effective~~importation ~~tax~~of, ~~rate~~merchandise ~~for~~to ~~fiscal~~our ~~year~~warehouse ~~2023~~clubs. One of ~~35.4%.~~those ~~The~~difficulties ~~decrease~~ is ~~primarily~~possible ~~driven~~governmental byrestrictions on the ~~non-recurrence~~importation of merchandise. In late May 2023, disputes with Nicaraguan customs and tax authorities resulted in delays in the ~~comparably~~issuance ~~unfavorable~~of ~~impact~~our importation clearance, and general delays in the ~~prior~~customs ~~year~~inspection ofprocess. ~~write-offs~~While ofthis ~~VAT~~situation ~~receivables~~had occurred frequently prior to May 2023, ~~Aeropost~~we ~~write-offs~~generally ~~and~~were ~~asset~~able ~~impairment~~to plan around these import blockages and ~~related~~resume ~~closure~~imports ~~costs~~within a matter of 2days.2% However, ~~and~~this alast 1delay in obtaining importation clearance resulted in our being unable to import merchandise into Nicaragua for several weeks in June 2023.8% ~~unfavorable~~While ~~impact~~our ~~due~~tax clearances and imports have returned to ~~the~~a ~~AMT~~normal ~~settlement~~cadence, we could see delays of imports into Nicaragua again as well as in other jurisdictions in which we operate.

~~•Net~~Our ~~income~~operations ~~for~~depend ~~fiscal~~on ~~year~~shipping, ~~2024~~trucking, ~~was~~ports ~~$138~~and other elements of the supply chain that often rely on unionized labor.9 ~~million,~~A work stoppage or ~~$4.57~~other ~~per~~limitation ~~diluted~~on ~~share,~~operations ~~compared~~from tounion ~~$109.2 million~~or other labor-related matters could occur for any number of reasons, including as a result of disputes under existing collective bargaining agreements with labor unions or ~~$3.50~~in ~~per~~connection ~~diluted~~with ~~share,~~negotiation ~~for~~of ~~fiscal~~new ~~year~~collective ~~2023~~bargaining agreements. ~~Fiscal~~For ~~year~~example, ~~2023~~while ~~included~~it adid ~~negative~~not impact ofour ~~$0.30~~export ~~per~~activities, ~~diluted~~we ~~share~~experienced ~~for~~a ~~costs~~brief ~~related~~disruption to the ~~reserve~~flow ~~for~~of ~~the~~imported ~~AMT~~merchandise ~~settlement~~into ~~and~~our ~~$0.18~~Miami ~~per~~distribution ~~diluted~~center ~~share~~operations because of ~~asset~~the ~~impairment~~U.S. ~~and~~dockworkers ~~closure~~strike ~~costs.~~in October 2024.

~~•Adjusted~~Current ~~net~~uncertainties ~~income~~about ~~for~~tariffs ~~fiscal~~may ~~year~~have ~~2024~~an ~~was~~adverse ~~$138.9~~effect ~~million,~~on orour anCompany. ~~adjusted~~The $4U.57S. ~~per~~government ~~diluted~~has ~~share,~~implemented ~~compared~~significant totariff ~~adjusted~~measures, ~~net~~including ~~income~~a baseline tariff of ~~$126.5~~10% ~~million,~~on orproducts anfrom ~~adjusted~~all $4countries and higher rates targeting specific countries.06 ~~per~~For ~~diluted~~additional ~~share~~information, ~~for~~see ~~fiscal~~"Item ~~year~~1A ~~2023.~~— ~~Fiscal~~Risk ~~year~~Factors ~~2023~~— ~~included~~We aare ~~negative~~vulnerable ~~impact~~to ofchanges ~~$0.30~~in ~~per~~the ~~diluted~~political ~~share~~and ~~for~~economic ~~costs~~conditions ~~related~~such toas ~~the~~tariffs ~~reserve~~and/or ~~for~~international ~~the~~trade ~~AMT~~wars ~~settlement.~~and disruptions to remittances."

~~•Adjusted~~In ~~EBITDA~~July ~~for~~2025, ~~fiscal~~the ~~year~~United ~~2024~~States ~~was~~enacted ~~$303.6~~significant ~~million~~tax ~~compared~~legislation commonly referred to ~~$275~~as the One Big Beautiful Bill Act ("OBBBA").7 ~~million~~The inOBBBA makes permanent many provisions of the ~~prior~~Tax ~~year~~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.

~~Non~~We -have ~~GAAP~~reviewed ~~(Generally~~the ~~Accepted~~OBBBA ~~Accounting~~and ~~Principles)~~continue ~~Financial~~to ~~Measures~~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.

~~The~~Changes ~~accompanying~~in ~~Consolidated~~tax ~~Financial Statements~~laws, ~~including~~increases in the ~~related~~enacted ~~notes~~tax rates, ~~are~~adverse ~~presented~~outcomes in ~~accordance~~connection with ~~U.S.~~tax ~~GAAP~~audits ~~(Generally~~in ~~Accepted~~any ~~Accounting~~jurisdiction, ~~Principles)~~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 ~~addition~~one toof ~~relevant~~the ~~GAAP~~countries ~~measures,~~where we ~~also~~operate, ~~provide~~the ~~non-GAAP~~government ~~measures~~made ~~including~~changes ~~adjusted~~several ~~net~~years ~~income,~~ago ~~adjusted~~in ~~net~~the ~~income~~method ~~per~~of ~~diluted~~computing ~~share,~~minimum ~~adjusted~~tax ~~EBITDA~~payments, ~~net~~under ~~merchandise~~which ~~sales~~the -government ~~constant~~sought ~~currency~~to ~~and~~require ~~comparable~~retailers ~~net~~to ~~merchandise~~pay taxes based on a percentage of sales -if ~~constant~~the ~~currency~~resulting ~~because~~tax ~~management~~were ~~believes~~greater ~~these~~than ~~metrics~~the ~~are~~tax ~~useful~~payable tobased ~~investors~~on a percentage of income (Alternative Minimum Tax or "AMT"). We, together with our tax and ~~analysts~~legal byadvisers, ~~excluding~~appealed ~~items~~these ~~that~~interpretations and litigated our cases in the country’s court system. Nevertheless, in fiscal year 2023, we dorecorded ~~not~~a ~~believe~~$7.2 ~~are~~million ~~indicative~~charge ofto ~~our~~settle ~~core~~the ~~operating~~minimum ~~performance~~tax payment dispute. ~~These~~To ~~measures~~address ~~are~~the ~~customary~~inherent ~~for~~risk of operating in a country in which tax legislation changes can significantly impact our ~~industry~~business because of our low-margin business model and ~~commonly~~in ~~used~~which byour ~~competitors.~~ability ~~However,~~to ~~these~~successfully ~~non-GAAP~~appeal ~~financial~~the ~~measures~~application ~~should~~of ~~not~~these betaxes ~~reviewed~~is inlimited, ~~isolation~~we orhave ~~considered~~increased asprices anin ~~alternative~~this market to ~~any~~offset ~~other~~or ~~performance~~partially ~~measure~~offset ~~derived~~the rise in ~~accordance~~costs to comply with ~~GAAP~~the annual AMT payment. These and other challenges may ~~not~~persist beor ~~comparable~~become tomore ~~similarly~~acute ~~titled~~and ~~measures~~could ~~used~~have bya ~~other~~material ~~companies~~adverse ineffect on our ~~industry~~business orand ~~across~~results ~~different~~of ~~industries~~operations.

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~~Adjusted~~From ~~Net~~time ~~Income~~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 ~~Adjusted~~U.S. ~~Net~~dollars. ~~Income~~For ~~per~~instance, ~~Diluted~~since ~~Share~~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 August 31, 2025 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $59.7 million, a decrease of $40.8 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. Refer to Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 11 - Debt” for additional information.

~~Adjusted~~While ~~net~~we ~~income and adjusted net income per diluted share metrics~~ are ~~important~~currently ~~measures~~able ~~used~~to bysource ~~management~~substantially toall ~~compare~~ the ~~performance of our core operations results between periods~~U.S. Wedollars ~~define~~that ~~adjusted~~we ~~net~~need ~~income~~in ~~as net income~~Honduras, aswe ~~reported,~~faced ~~adjusted~~similar ~~for:~~U.S. ~~separation~~dollar ~~costs~~liquidity ~~associated~~challenges ~~with~~in ~~the~~Honduras ~~departure~~during offiscal ~~our~~year ~~former~~2023 ~~Chief~~through ~~Executive~~much ~~Officer, the write-off~~ of ~~certain~~fiscal ~~Aeropost~~year ~~receivables,~~2025 ~~the write-off of certain VAT receivables following unfavorable court rulings, asset impairment on our assets held for sale~~ and ~~closure costs,~~ the ~~gain~~Central onbank ~~the~~still ~~acquisition~~has ofstrict acontrols ~~building,~~there ~~and~~on the ~~tax~~availability ~~impact~~ of ~~the foregoing adjustments on net income~~U.S. ~~We define adjusted net income per diluted share as adjusted net income divided by the weighted-average diluted shares outstanding~~dollars.

WeFinancial ~~believe~~highlights ~~adjusted net income and adjusted net income per diluted share are useful metrics to investors and analysts because they present more accurate year-over-year comparisons~~ for ~~our net income and net income per diluted share because adjusted items are not~~ the ~~result~~fourth quarter of ~~our~~fiscal ~~normal~~year ~~operations.~~2025 ~~We note that no adjustments to net income or net income per diluted share have been made for the three-month and twelve-month periods ended August 31, 2024.~~included:

	Three Months Ended				Years Ended
(Amounts in thousands, except per share data)	August 31,2024		August 31,2023		August 31,2024		August 31,2023
Net income as reported	$	29,068	$	15,381	$	138,875	$	109,205
Adjustments:
Separation costs associated with Chief Executive Officer departure (1)	—		—		—		7,747
Aeropost-related write-offs (2)	—		—		—		2,786
VAT receivable write-off (3)	—		—		—		2,309
Asset impairment and closure costs (4)	—		5,658		—		5,658
Gain on acquisition of building (5)	—		(948)		—		(948)
Tax impact of adjustments to net income (6)	—		266		—		(284)
Adjusted net income	$	29,068	$	20,357	$	138,875	$	126,473
Net income per diluted share	$	0.94	$	0.49	$	4.57	$	3.50
Separation costs associated with Chief Executive Officer departure	—		—		—		0.23
Aeropost-related write-offs	—		—		—		0.09
VAT receivable write-off	—		—		—		0.08
Asset impairment and closure costs	—		0.18		—		0.18
Gain on acquisition of building	—		(0.02)		—		(0.02)
Adjusted net income per diluted share	$	0.94	$	0.65	$	4.57	$	4.06

•Total revenues increased 8.6% over the comparable prior year period.

~~(1) Reflects~~•Net $7merchandise sales increased 9.~~7 million~~2% ofover ~~separation~~the ~~costs~~comparable ~~associated~~prior year period. We ended the quarter with 56 warehouse clubs compared to 54 warehouse clubs at the ~~departure~~end of ~~our~~the ~~former~~fourth ~~Chief~~quarter ~~Executive~~of ~~Officer~~fiscal inyear ~~February~~2024. ~~2023~~Net merchandise sales - constant currency increased 9.1% over the comparable prior year period.

~~(2) Reflects~~•Comparable ~~$2.1~~net ~~million~~merchandise ofsales ~~Aeropost-related~~(that ~~write-offs~~is, sales in the ~~first~~54 ~~quarter~~warehouse ofclubs ~~fiscal~~that ~~year~~have ~~2023~~been ~~and~~open ~~$660,000~~for ofgreater athan ~~receivable~~13 ~~written-off~~½ incalendar ~~connection~~months) ~~with~~and ~~the~~comparable ~~settlement~~net inmerchandise ~~the~~sales ~~third~~- ~~quarter~~constant ofcurrency ~~fiscal year 2023 of a claim~~ for ~~indemnification~~the ~~from~~13 ~~the~~weeks ~~buyer~~ended ofAugust 31, ~~the~~2025 ~~Aeropost~~increased ~~business~~7.5%.

~~(3) Reflects~~•Membership ~~$2.3~~income ~~million~~for ofthe ~~VAT~~fourth ~~receivables~~quarter ~~deemed~~of ~~not~~fiscal ~~recoverable~~year ~~and~~2025 ~~written-off~~increased in14.9% ~~the~~to ~~third~~$22.6 ~~quarter~~million ofover ~~fiscal~~the ~~year~~comparable ~~2023~~prior ~~following~~year ~~unfavorable court rulings~~period.

•Total gross margins (~~4) Reflects~~net ~~$5.7~~merchandise ~~million~~sales less associated cost of ~~impairment~~goods ~~charges~~sold) ~~primarily~~increased ~~related~~9.0% toover the ~~write~~prior ~~down~~year ofperiod, ~~assets~~and inmerchandise ~~connection~~gross ~~with~~profits ~~our~~as ~~decision~~a inpercent ~~the~~of ~~fourth~~net ~~quarter~~merchandise ofsales ~~fiscal~~remained ~~year~~unchanged ~~2023~~at to15.7% ~~seek~~from tothe ~~sell~~same ~~our~~period ~~Trinidad~~in ~~sustainable~~the ~~packaging~~prior ~~plant~~year.

~~(5) Reflects~~•Selling, ageneral ~~$950,000~~and ~~gain~~administrative ~~related~~expenses toincreased a$16.5 ~~building~~million weor ~~acquired~~10.1% ~~upon~~compared to the ~~early~~fourth ~~termination~~quarter of afiscal ~~lease~~year in2024, ~~which~~primarily wedue ~~were~~to ~~the~~investments ~~lessor~~in oftechnology, ~~the~~such ~~land~~as ~~on which~~ the ~~building~~RELEX ~~was constructed by~~ and ~~abandoned~~Elera ~~by one of our tenants~~projects.

~~(6) Reflects~~•Operating income for the ~~tax~~fourth ~~effect~~quarter of fiscal year 2025 was $52.8 million, an increase of 7.2%, or $3.6 million, compared to the ~~above-mentioned~~fourth ~~adjustments~~quarter of fiscal year 2024.

•We recorded a $6.4 million net loss in total other expense, net in the fourth quarter of fiscal year 2025 compared to a $7.4 million net loss in total other expense, net in the same period last year due to a decrease in other expense, net of $1.0 million primarily driven by a decrease in foreign currency conversion transaction costs.

•Our effective tax rate increased in the fourth quarter of fiscal year 2025 to 32.0% from 30.4% in the fourth quarter of fiscal year 2024 primarily due to the impact of foreign exchange transactions and reduced intercompany charges during the quarter.

•Net income for the fourth quarter of fiscal year 2025 was $31.5 million, or $1.02 per diluted share, compared to $29.1 million, or $0.94 per diluted share, for the fourth quarter of fiscal year 2024.

•Adjusted EBITDA for the fourth quarter of fiscal year 2025 was $75.5 million compared to $70.7 million in the same period last year.

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~~Adjusted~~Financial ~~EBITDA~~highlights for fiscal year 2025 included:

~~Adjusted~~•Total ~~EBITDA~~revenues isincreased ~~defined~~7.2% asover ~~net income before interest expense, net, provision for income taxes and depreciation and amortization, adjusted for~~ the ~~impact~~prior of certain other items, including interest income; other income (expense), net; separation costs associated with Chief Executive Officer departure; asset impairment and closure costs; Aeropost write-offs; and the write-off of certain VAT receivables following unfavorable court rulingsyear. ~~The following is a reconciliation of our Net income to Adjusted EBITDA for the periods presented:~~

	Three Months Ended				Years Ended
(Amounts in thousands)	August 31,2024		August 31,2023		August 31,2024		August 31,2023
Net income as reported	$	29,068	$	15,381	$	138,875	$	109,205
Adjustments:
Interest expense	3,271		2,710		12,959		11,020
Provision for income taxes	12,723		15,304		62,618		59,951
Depreciation and amortization	21,497		19,434		82,611		72,698
Interest income	(2,437)		(3,611)		(11,049)		(9,871)
Other expense, net (1)	6,563		2,361		17,607		14,156
Separation costs associated with Chief Executive Officer departure (2)	—		—		—		7,747
Aeropost-related write-offs (3)	—		—		—		2,786
VAT receivable write-off (4)	—		—		—		2,309
Asset impairment and closure costs (5)	—		5,658		—		5,658
Adjusted EBITDA	$	70,685	$	57,237	$	303,621	$	275,659

•Net merchandise sales increased 7.7% over the prior year. We ended the year with 56 warehouse clubs compared to 54 warehouse clubs at the end of fiscal year 2024. Net merchandise sales - constant currency increased 8.5% over the prior year.

~~(1) Primarily~~•Comparable ~~consists~~net ofmerchandise ~~foreign~~sales ~~currency~~(that ~~losses~~is, orsales ~~gains~~in ~~due~~the to54 ~~the~~warehouse ~~revaluation~~clubs ofthat ~~monetary~~have ~~assets~~been ~~and~~open ~~liabilities~~for ~~(primarily~~greater ~~U.S.~~than ~~dollars).~~13 ~~This~~½ ~~line~~calendar ~~item~~months) ~~includes~~for athe ~~gain~~52 ofweeks ~~$950~~ended August 31,~~000~~ ~~associated~~2025 ~~with~~increased ~~the~~6.7%. ~~acquisition~~Comparable ofnet amerchandise ~~building~~sales ~~upon~~- aconstant ~~lease~~currency ~~termination~~for in the ~~fourth~~52 ~~quarter~~weeks ofended ~~fiscal~~August 31, ~~year~~2025 ~~2023.~~increased 7.5%.

~~(2) Reflects~~•Membership $7income increased 13.7 ~~million~~% ofto ~~separation~~$85.6 ~~costs associated with the departure of our former Chief Executive Officer in February 2023~~million.

~~(3) Reflects~~•Total ~~$2.1~~gross ~~million~~margins of(net ~~Aeropost-related~~merchandise ~~write-offs~~sales inless ~~the~~associated ~~first~~cost ~~quarter~~ of ~~fiscal~~goods ~~year~~sold) ~~2023~~increased ~~and~~7.4% ~~$660,000~~over ofthe aprior ~~receivable~~year, ~~written-off~~and inmerchandise ~~connection~~gross ~~with~~profits ~~the~~as ~~settlement~~a inpercent ~~the third quarter~~ of ~~fiscal~~net ~~year~~merchandise ~~2023~~sales ofdecreased ato ~~claim~~15.7% ~~for indemnification~~ from ~~the~~15.8% ~~buyer~~compared ofto the ~~Aeropost~~prior ~~business~~year.

~~(4) Reflects~~•Selling, general and administrative expenses increased $255.39 million, ofor ~~VAT~~8.9%, ~~receivables~~in ~~related~~fiscal toyear ~~prior~~2025 ~~periods~~compared ~~deemed~~to ~~not~~fiscal ~~recoverable~~year ~~and~~2024, ~~written-off~~primarily indue ~~the~~to ~~third~~investments ~~quarter~~in oftechnology, ~~fiscal~~such ~~year~~as ~~2023~~the ~~following~~RELEX ~~unfavorable~~and ~~court~~Elera ~~rulings~~projects.

~~(5) Reflects~~•Operating income was $5232.75 million ofin ~~impairment~~fiscal ~~primarily~~year ~~related~~2025, toan ~~the~~increase ~~write down~~ of ~~assets~~5.2%, inor ~~connection~~$11.6 ~~with~~million, ~~our~~compared ~~decision~~to ~~in the fourth quarter of~~ fiscal year ~~2023 to seek to sell our Trinidad sustainable packaging plant~~2024.

~~Net~~•We ~~Merchandise~~recorded ~~Sales~~a $26.0 million net loss in total other expense, net in fiscal year 2025 compared to a $19.5 million net loss in total other expense, net in the prior year due to an increase in unrealized losses in value of U.S. dollar-denominated ~~Constant~~monetary ~~Currency~~assets and liabilities in several of our markets.

As•The aeffective ~~multinational~~tax ~~enterprise,~~rate wefor ~~are~~fiscal ~~exposed~~year to2025 ~~changes~~was ~~in foreign currency exchange rates~~28.4% ~~The~~as ~~translation~~compared ofto the ~~operations~~effective oftax ~~our~~rate ~~foreign-based~~for ~~entities~~fiscal ~~from~~year ~~their~~2024 ~~local~~of ~~currencies into U~~31.S1%. ~~dollars~~The isdecrease ~~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 aprimarily ~~useful~~related ~~measure,~~to ~~indicating~~ the ~~actual~~implementation ~~growth~~ of ~~our~~certain ~~operations.~~tax ~~When~~optimization weinitiatives ~~use the term "net merchandise sales - constant currency," it means that we have translated current year net merchandise sales~~ at ~~prior year monthly average exchanges rates. Net merchandise sales - constant currency results exclude~~ the ~~effects~~beginning of ~~foreign~~fiscal ~~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~~2025. Comparable net merchandise sales – constant currency results exclude the effects of foreign currency translation. Refer to “Management’s Discussion & Analysis – Net Merchandise Sales” and Refer to “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.

•Net income for fiscal year 2025 was $147.9 million, or $4.82 per diluted share, compared to $138.9 million, or $4.57 per diluted share, for fiscal year 2024.

•Adjusted EBITDA for fiscal year 2025 was $320.7 million compared to $303.6 million in the prior year.

Non - GAAP (Generally Accepted Accounting Principles) Financial Measures

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with U.S. GAAP (Generally Accepted Accounting Principles). In addition to relevant GAAP measures, we also provide non-GAAP measures including adjusted EBITDA, net merchandise sales - constant currency and comparable net merchandise sales - constant currency because management believes these metrics are useful to investors and analysts by excluding items that we do not believe are indicative of our core operating performance. These measures are customary for our industry and commonly used by competitors. However, these non-GAAP financial measures should not be reviewed in isolation or considered as an alternative to any other performance measure derived in accordance with GAAP and may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

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~~Comparison~~Adjusted ~~of Fiscal Year 2024 to 2023~~EBITDA

~~The~~Adjusted ~~following~~EBITDA ~~discussion~~is ~~and~~defined ~~analysis~~as ~~compares~~net ~~the~~income ~~results~~before ofinterest ~~operations for the fiscal years ended August 31~~expense, ~~2024~~provision ~~and~~for ~~2023~~income ~~and~~taxes ~~should be read in conjunction with the consolidated financial statements~~ and ~~the~~depreciation ~~accompanying notes included elsewhere in this report. For a comparison of the fiscal years ended August 31, 2023~~ and ~~2022~~amortization, ~~please~~adjusted ~~see Part II. “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition” in the Company’s Annual Report on Form 10-K~~ for the ~~fiscal~~impact year ended August 31, 2023 filed with the SEC on October 30, 2023. Unless otherwise noted, all tables present U.S. dollar amounts in thousands. Certain percentages presented are calculated using actual results prior to rounding. Our operations consist of ~~four~~certain ~~reportable~~other ~~segments: Central America~~items, ~~the~~including ~~Caribbean,~~interest ~~Colombia~~income and; ~~the~~other ~~United~~income ~~States. The Company’s reportable segments are based on management’s organization of these locations into operating segments by general geographic location~~(expense), which are used by management and the Company's chief operating decision maker in setting up management lines of responsibility, providing support services, and making operational decisions and assessments of financial performancenet. ~~Segment~~The ~~amounts~~following ~~are~~is ~~presented~~a ~~after~~reconciliation ~~converting to U.S. dollars and consolidating eliminations. From time to time, we revise the measurement~~ of ~~each~~our ~~segment's~~Net ~~operating~~ income, ~~including~~to ~~certain~~Adjusted ~~corporate~~EBITDA ~~overhead~~for ~~allocations, and other measures as determined by~~ the ~~information~~periods ~~regularly reviewed by our chief operating decision maker. When we do so, the previous period amounts and balances are reclassified to conform to the current period's presentation.~~presented:

Net Merchandise Sales


	Three Months Ended				Years Ended
(Amounts in thousands)	August 31, 2025		August 31, 2024		August 31, 2025		August 31, 2024
Net income as reported	$	31,541	$	29,068	$	147,887	$	138,875
Adjustments:
Interest expense	3,520		3,271		11,515		12,959
Provision for income taxes	14,820		12,723		58,617		62,618
Depreciation and amortization	22,775		21,497		88,161		82,611
Interest income	(2,698)		(2,437)		(10,139)		(11,049)
Other expense, net (1)	5,586		6,563		24,636		17,607




Adjusted EBITDA	$	75,544	$	70,685	$	320,677	$	303,621

~~The~~(1) Primarily ~~following~~consists ~~tables~~of ~~indicate~~transaction costs of converting the ~~net~~local ~~merchandise~~currencies ~~sales~~into available tradable currencies in ~~the~~some ~~reportable~~of ~~segments~~our incountries ~~which~~with weliquidity ~~operate~~issues and foreign currency losses or gains due to the ~~percentage~~revaluation ~~growth~~of inmonetary ~~net~~assets ~~merchandise~~and ~~sales~~liabilities by(primarily ~~segment~~U.S. ~~during~~dollars) ~~fiscal~~for ~~years~~the ~~2024~~three and ~~2023:~~twelve months ended August 31, 2025 and August 31, 2024.

	Years Ended
	August 31, 2024								August 31, 2023
	Amount		% of netsales		Increase from prior year		Change		Amount		% of netsales
Central America	$	2,908,443	60.8	%	$	288,441	11.0	%	$	2,620,002	60.9	%
Caribbean	1,331,357		27.8		80,657		6.4		1,250,700		29.1
Colombia	543,319		11.4		113,315		26.4		430,004		10.0
Net merchandise sales	$	4,783,119	100.0	%	$	482,413	11.2	%	$	4,300,706	100.0	%

Net Merchandise Sales - Constant Currency

~~Overall~~As a multinational enterprise, ~~net~~we ~~merchandise~~are ~~sales~~exposed ~~grew~~to bychanges 11in foreign currency exchange rates.2% ~~for~~The ~~fiscal~~translation ~~year~~of ~~2024~~the ~~compared~~operations toof ~~fiscal~~our ~~year~~foreign-based ~~2023,~~entities ~~driven~~from bytheir anlocal 8currencies into U.6%S. ~~increase~~dollars is sensitive to changes in ~~transactions~~foreign currency exchange rates and can have a ~~2.4%~~significant ~~increase~~impact inon ~~average~~our ~~ticket~~reported financial results. ~~Transactions~~We ~~represent~~believe that constant currency is a useful measure, indicating the ~~total~~actual ~~number~~growth of ~~visits~~ our ~~Members~~operations. ~~make~~When towe ~~our~~use ~~warehouse~~the ~~clubs~~term ~~resulting~~"net inmerchandise asales ~~sale~~- ~~and~~constant ~~the~~currency," ~~total~~it ~~number~~means ofthat ~~PriceSmart~~we have translated current year net merchandise sales at prior year monthly average exchange rates.~~com~~ ~~curbside~~Net ~~pickup~~merchandise ~~and~~sales ~~delivery~~- ~~service~~constant ~~transactions~~currency results exclude the effects of foreign currency translation. ~~Average~~Similarly, ~~ticket~~when ~~represents~~we use the ~~amount~~term ~~our~~"comparable ~~Members~~net ~~spend~~merchandise onsales ~~each~~- ~~visit~~constant orcurrency," ~~PriceSmart.com~~it ~~order~~means that we have translated current year comparable net merchandise sales at prior year monthly average exchange rates. WeComparable ~~had~~net 54merchandise ~~clubs~~sales in– ~~operation~~constant ascurrency results exclude the effects of ~~August~~foreign ~~31,~~currency ~~2024~~translation. ~~compared~~Refer to 51“Management’s ~~clubs~~Discussion as& ofAnalysis ~~August~~– ~~31,~~Net ~~2023~~Merchandise Sales” and Refer to “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.

~~Net~~Comparison ~~merchandise~~of ~~sales~~Fiscal inYear ~~our~~2025 ~~Central~~to ~~America segment increased 11.0% during fiscal year~~ 2024. This increase had a 670 basis point (6.7%) positive impact on total net merchandise sales growth. All markets within this segment had positive net merchandise sales growth for the twelve-month period ended August 31, 2024. We opened our third and fourth warehouse clubs in El Salvador in May 2023 and February 2024, respectively. We also opened our sixth warehouse club in Guatemala in November 2023.

~~Net~~The ~~merchandise~~following ~~sales~~discussion and analysis compares the results of operations for the fiscal years ended August 31, 2025 and 2024 and should be read in ~~our~~conjunction ~~Caribbean~~with ~~segment~~the ~~increased~~consolidated 6financial statements and the accompanying notes included elsewhere in this report.4% ~~during~~For a comparison of the fiscal years ended August 31, 2024 and 2023, please see Part II. “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024 filed with the SEC on October 30, 2024. ~~This~~Unless ~~increase~~otherwise ~~had~~noted, aall ~~190~~tables ~~basis~~present ~~point~~U.S. (1dollar amounts in thousands.~~9%)~~ ~~positive~~Certain ~~impact~~percentages onpresented ~~total~~are ~~net~~calculated ~~merchandise~~using ~~sales~~actual ~~growth~~results prior to rounding. ~~All~~Our operations consist of ~~our~~four ~~markets~~reportable segments: Central America, the Caribbean, Colombia and the United States. 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 and the Company's chief operating decision maker in ~~this~~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. From time to time, we revise the measurement of each segment's ~~had~~operating ~~positive~~income, ~~net~~including ~~merchandise~~certain ~~sales~~corporate ~~growth~~overhead allocations, and other measures as determined by the information regularly reviewed by our chief operating decision maker. When we do so, the previous period amounts and balances are reclassified to conform to the current period's presentation.

Net merchandise sales in our Colombia segment increased 26.4% during fiscal year 2024. This increase had a 260 basis point (2.6%) positive impact on total net merchandise sales growth. The primary driver of the increased sales for the twelve-month period ended August 31, 2024 was due to the significant appreciation of the Colombian peso for much of the year, which has positively impacted reported sales when compared to the comparable prior year period. We added one new club to the segment when compared to the prior year. We opened our tenth warehouse club in Colombia in September 2023.

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The following table indicates the impact that currency exchange rates had on our net merchandise sales in dollars and the percentage change from the twelve-month period ended August 31, 2024. 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 exchanges rates. Net ~~merchandise~~Merchandise ~~sales - constant currency results exclude the effects of foreign currency translation. Impact of foreign currency is the effect of currency fluctuations on our net merchandise sales.~~Sales

	Year EndedAugust 31, 2024
	Net Merchandise Sales		Net Merchandise Sales - Constant Currency		Impact of Foreign Currency Exchange		Net Merchandise Sales Growth/ (Decline)		Net Merchandise Sales - Constant Currency Growth		% Impact of Foreign Currency Exchange
Central America	$	2,908,443	$	2,830,078	$	78,365	11.0	%	8.0	%	3.0	%
Caribbean	1,331,357		1,360,813		(29,456)		6.4		8.8		(2.4)
Colombia	543,319		478,107		65,212		26.4		11.2		15.2
Consolidated total	$	4,783,119	$	4,668,998	$	114,121	11.2	%	8.6	%	2.6	%

The following tables indicate the net merchandise sales in the reportable segments in which we operate and the percentage growth in net merchandise sales by segment during fiscal years 2025 and 2024:

Overall, the effects of currency fluctuations within our markets had an approximately $114.1 million, or 260 basis point (2.6%), positive impact on net merchandise sales for the twelve-months ended August 31, 2024.


	Years Ended
	August 31, 2025								August 31, 2024
	Amount		% of net sales		Increase from prior year		Change		Amount		% of net sales
Central America	$	3,127,113	60.7	%	$	218,670	7.5	%	$	2,908,443	60.8	%
Caribbean	1,418,914		27.6		87,557		6.6		1,331,357		27.8
Colombia	605,093		11.7		61,774		11.4		543,319		11.4
Net merchandise sales	$	5,151,120	100.0	%	$	368,001	7.7	%	$	4,783,119	100.0	%

~~Currency~~Overall, ~~fluctuations~~net ~~had~~merchandise asales ~~$78~~grew by 7.47% ~~million,~~for orfiscal ~~300~~year ~~basis~~2025 ~~point~~compared (3to fiscal year 2024, driven by a 5.09%), ~~positive~~increase ~~impact~~in ontransactions ~~net~~and ~~merchandise~~a ~~sales~~1.7% increase in ~~our~~average ~~Central~~ticket. ~~America~~Transactions ~~segment~~represent ~~for~~ the ~~twelve~~total ~~months~~number ~~ended~~of ~~August~~visits ~~31,~~our ~~2024.~~Members ~~These~~make ~~currency~~to ~~fluctuations~~our ~~contributed~~warehouse ~~approximately~~clubs ~~180~~resulting ~~basis~~in ~~points~~a ~~(1.8%)~~sale and the total number of ~~positive~~PriceSmart.com ~~impact~~transactions oninvolving ~~total~~home ~~net~~delivery ~~merchandise~~or ~~sales~~curbside ~~for~~pickup ~~fiscal~~via ~~year~~the ~~2024.~~Company`s ~~The~~Click ~~Costa~~& ~~Rica~~Go® ~~colón~~service. ~~appreciated~~Average ~~significantly~~ticket ~~against~~represents the ~~dollar~~amount ~~when~~our ~~compared~~Members tospend ~~the~~on ~~prior~~each ~~year,~~visit ~~and~~or ~~was~~PriceSmart.com aorder. ~~significant~~We ~~factor~~had 56 clubs in ~~the~~operation ~~contribution~~as of August 31, 2025 compared to ~~the~~54 ~~favorable~~clubs ~~currency~~as ~~fluctuations~~of inAugust ~~this~~31, ~~segment~~2024.

~~Currency~~Net ~~fluctuations had a $29.5 million, or 240 basis point (2.4%), negative impact on net~~ merchandise sales in our ~~Caribbean~~Central America segment ~~for~~increased ~~the~~7.5% ~~twelve~~during ~~months~~fiscal ~~ended~~year ~~August 31, 2024~~2025. ~~These~~This ~~currency~~increase ~~fluctuations~~had ~~contributed~~a ~~approximately~~460 70 basis ~~points~~point (04.76%) ofpositive ~~negative~~ impact on total net merchandise sales growth. All markets within this segment had positive net merchandise sales growth for the ~~current~~twelve-month ~~fiscal~~period ~~year~~ended ~~period~~August 31, 2025. ~~This~~We ~~negative~~opened ~~impact~~our ~~was~~ninth ~~primarily~~warehouse ~~driven~~club byin ~~the~~Costa ~~devaluation~~Rica ofin ~~the~~April ~~Dominican~~2025 ~~Peso~~and asour ~~compared~~seventh towarehouse ~~the~~club ~~prior~~in ~~year~~Guatemala in August 2025.

~~Currency~~Net ~~fluctuations had a $65.2 million, or 1,520 basis point (15.2%), positive impact on net~~ merchandise sales in our ~~Colombia~~Caribbean segment ~~for~~increased ~~the~~6.6% ~~twelve~~during ~~months~~fiscal ~~ended~~year ~~August 31, 2024~~2025. ~~These~~This ~~currency~~increase ~~fluctuations~~had ~~contributed~~a ~~approximately~~180 ~~150~~ basis ~~points~~point (1.58%) of positive impact on total net merchandise sales ~~for~~growth. ~~the~~All ~~current~~of ~~fiscal~~our ~~year~~markets ~~period~~in this segment had positive net merchandise sales growth.

Net ~~Merchandise~~merchandise ~~Sales~~sales byin ~~Category~~our Colombia segment increased 11.4% during fiscal year 2025. This increase had a 130 basis point (1.3%) positive impact on total net merchandise sales growth.

The following table indicates the ~~approximate~~impact that currency exchange rates had on our net merchandise sales in dollars and the percentage impact of foreign currency exchange rate fluctuations on net merchandise sales ~~accounted~~growth. ~~for~~When bywe ~~each~~use ~~major~~the ~~category~~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 ~~items~~foreign ~~sold~~currency ~~during~~translation. Impact of foreign currency is the ~~fiscal~~effect ~~years~~of ~~ended~~currency ~~August~~fluctuations ~~31,~~on ~~2024~~our ~~and~~net ~~2023:~~merchandise sales.

	Years Ended August 31,
	Year EndedAugust 31, 2025
	2024			2023
	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
Foods & Sundries	49		%	50		%
Central America	$	3,127,113		$	3,105,756		$	21,357	7.5	%	6.8	%	0.7	%
Fresh Foods	30			29
Caribbean	1,418,914			1,443,455			(24,541)		6.6		8.4		(1.8)
Hardlines	11			11
Colombia	605,093			638,697			(33,604)		11.4		17.6		(6.2)
Softlines	5			5
Consolidated total	$	5,151,120		$	5,187,908		$	(36,788)	7.7	%	8.5	%	(0.8)	%
Food Service and Bakery	4			4
Health Services	1			1
Net Merchandise Sales	100		%	100		%

~~The~~Overall, ~~mix~~the effects of ~~sales~~currency byfluctuations ~~major~~within ~~category~~our ~~changed~~markets ~~slightly.~~had ~~Foods~~an ~~& Sundries increased~~ approximately $36.8% ~~between~~million, ~~fiscal~~or ~~year~~80 ~~2024~~basis ~~and~~point ~~2023 but decreased by 1% as a percent of Net Merchandise Sales~~(0. ~~Fresh Foods increased approximately 12~~8%), ~~between~~negative ~~fiscal~~impact ~~year~~on ~~2024~~net ~~and~~merchandise ~~2023~~sales ~~and~~for ~~increased~~the bytwelve-months 1%ended asAugust a31, ~~percent of Net Merchandise Sales~~2025. ~~Shifts in consumer preferences contributed to the changes in category mix.~~

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Currency fluctuations had a $21.4 million, or 70 basis point (0.7%), positive impact on net merchandise sales in our Central America segment for the twelve months ended August 31, 2025. These currency fluctuations contributed approximately 40 basis points (0.4%) of positive impact on total net merchandise sales for fiscal year 2025. The Costa Rican colón appreciated against the dollar when compared to the prior year and was a significant factor in the contribution to the favorable currency fluctuations in this segment.

Currency fluctuations had a $24.5 million, or 180 basis point (1.8%), negative impact on net merchandise sales in our Caribbean segment for the twelve months ended August 31, 2025. These currency fluctuations contributed approximately 50 basis points (0.5%) of negative impact on total net merchandise sales growth for the current fiscal year period. This negative impact was primarily driven by the devaluation of the Dominican Peso as compared to the prior year.

Currency fluctuations had a $33.6 million, or 620 basis point (6.2%), negative impact on net merchandise sales in our Colombia segment for the twelve months ended August 31, 2025. These currency fluctuations contributed approximately 70 basis points (0.7%) of negative impact on total net merchandise sales for the current fiscal year period.

Net Merchandise Sales by Category

The following table indicates the approximate percentage of net sales accounted for by each major category of items sold during the fiscal years ended August 31, 2025 and 2024:


	Years Ended August 31,
	2025		2024
Foods & Sundries	47	%	49	%
Fresh Foods	31		30
Hardlines	11		11
Softlines	6		5
Food Service and Bakery	4		4
Health Services	1		1
Net Merchandise Sales	100	%	100	%

The mix of sales by major category remained mostly steady year-over-year. Net sales of Foods & Sundries increased approximately 5% between fiscal year 2025 and 2024 but decreased by 2% as a percentage of net merchandise sales. Net sales of Fresh Foods increased approximately 12% between fiscal year 2025 and 2024 and increased by 1% as a percentage of net merchandise sales. Shifts in consumer preferences contributed to the changes in category mix.

Comparable Net 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 ~~three~~two of our clubs opened during fiscal year ~~2024~~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 5154 warehouse clubs for the 52-week period ended ~~September~~August 131, ~~2024~~2025.

The following table indicates 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 52-week periods ended September 1, 2024 and September 3, 2023 compared to the prior year:

	52 Weeks Ended
	September 1, 2024		September 3, 2023
	% Increasein ComparableNet Merchandise Sales		% Increase/(Decrease)in ComparableNet Merchandise Sales
Central America	7.7	%	10.9	%
Caribbean	6.0		5.9
Colombia	12.9		(9.2)
Consolidated comparable net merchandise sales	7.7	%	7.1	%

Comparable net merchandise sales for those warehouse clubs that were open for at least 13 ½ months for some or all of the 52-week period ended September 1, 2024 increased 7.7%.

Comparable net merchandise sales in our Central America segment increased 7.7% for the 52-week period ended September 1, 2024. With the exception of El Salvador, all of our markets in Central America had positive comparable net merchandise sales growth. We opened one new club in El Salvador in February 2024 that has not entered into the calculation of comparable net merchandise sales, and the transfer of sales from the existing clubs included in the comparable net merchandise sales calculation to the new club not yet included adversely affected comparable net merchandise sales in El Salvador. The positive comparable net merchandise sales growth for our Central America segment contributed approximately 460 basis points (4.6%) of positive impact in total comparable merchandise sales.

For the 52 weeks ended September 1, 2024, strong performance in our largest market, Costa Rica, contributed approximately 250 basis points (2.5%) of positive impact to total comparable net merchandise sales. During the year, Costa Rica experienced significant appreciation of the Costa Rica colón versus the comparable prior year period, which positively affected comparable net merchandise sales. The relatively smaller markets of Guatemala, Honduras, Nicaragua, and El Salvador, along with our second largest market, Panama, contributed approximately 210 basis points (2.1%) of positive impact on total comparable net merchandise sales.

Comparable net merchandise sales in our Caribbean segment increased 6.0% for the 52-week period ended September 1, 2024. This increase contributed approximately 180 basis points (1.8%) of positive impact in total comparable net merchandise sales. Our Jamaica market continued its strong performance in the 52-week period, with 12.2% comparable net merchandise sales growth.

Comparable net merchandise sales in our Colombia segment increased 12.9% for the 52-week period ended September 1, 2024. This increase contributed approximately 130 basis points (1.3%) of positive impact to the increase in total comparable net merchandise sales. The current year increase is primarily due to the appreciation of the Colombian peso for most of the year.

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~~When~~The wefollowing ~~use~~table indicates the ~~term "~~comparable net merchandise sales -in ~~constant~~the ~~currency,"~~reportable itsegments ~~means~~in ~~that~~which we ~~have~~operate ~~translated~~and ~~current year comparable net merchandise sales at prior year monthly average exchanges rates. Comparable net merchandise sales - constant currency results exclude~~ the ~~effects of foreign currency translation. The following tables illustrate the comparable net merchandise sales - constant currency~~ percentage ~~growth and the impact that~~ changes in ~~foreign~~net ~~currency exchange rates had on our comparable~~ merchandise sales ~~percentage~~by ~~growth~~segment ~~for~~during the 52-week ~~period~~periods ended August 31, 2025 and September 1, 2024 compared to the prior year:

			Fifty-Two Weeks Ended September 1, 2024
	Fifty-Two Weeks Ended
			Comparable Net Merchandise Sales Growth				Comparable Net Merchandise Sales - Constant Currency Growth/ (Decline)		% Impact of Foreign Currency Exchange
	August 31, 2025				September 1, 2024
Central America			7.7	%			4.7	%	3.0	%
	% Increasein ComparableNet Merchandise Sales				% Increasein ComparableNet Merchandise Sales
Caribbean			6.0				8.4		(2.4)
Central America	5.6	%			7.7	%
Colombia			12.9				(0.8)		13.7
Caribbean	7.2				6.0
Consolidated comparable net merchandise sales			7.7	%			5.2	%	2.5	%
Colombia	11.8				12.9
Consolidated comparable net merchandise sales	6.7	%			7.7	%

~~Overall,~~Comparable ~~the~~net ~~mix~~merchandise ofsales ~~currency~~for ~~fluctuations~~those ~~within~~warehouse ~~our~~clubs ~~markets~~that ~~had~~were ~~250~~open ~~basis~~for ~~points~~at ~~(2.5%)~~least of13 ~~positive~~½ ~~impact~~months onfor ~~comparable~~some ~~net~~or ~~merchandise~~all ~~sales~~of ~~for~~ the 52-week period ended ~~September~~August 131, ~~2024~~2025 increased 6.7%.

~~Currency~~Comparable ~~fluctuations~~net ~~within~~merchandise sales in our Central America segment ~~accounted~~increased 5.6% for ~~approximately~~the ~~180~~52-week ~~basis~~period ~~points~~ended (1August 31, 2025.~~8%)~~ All of ~~positive~~our ~~impact~~markets onin ~~total~~Central America had positive comparable net merchandise sales ~~for~~growth. ~~the~~The ~~52-week~~positive ~~period~~comparable ~~ended~~net ~~September 1,~~merchandise ~~2024.~~sales ~~Our~~growth ~~Costa~~for ~~Rica~~our ~~market~~Central ~~was~~America ~~the~~segment ~~main~~contributed ~~contributor~~approximately as340 ~~the~~basis ~~market~~points ~~experienced~~(3.4%) ~~currency~~of ~~appreciation~~positive ~~when~~impact ~~compared~~in tototal ~~the~~comparable ~~same~~merchandise ~~period last year~~sales.

~~Currency~~Comparable ~~fluctuations~~net ~~within~~merchandise sales in our Caribbean segment ~~accounted~~increased 7.2% for the 52-week period ended August 31, 2025. This increase contributed approximately 70200 basis points (02.70%) of ~~negative~~positive impact on total comparable net merchandise sales ~~for the 52-week period ended September 1, 2024~~. Our Jamaica ~~and~~market ~~Dominican~~continued ~~Republic~~its ~~markets~~strong ~~experienced~~performance ~~currency~~in ~~devaluation~~the ~~when~~52-week ~~compared~~period, towith ~~the~~13.1% ~~same~~comparable ~~period~~net ~~last~~merchandise ~~year~~sales growth.

~~Currency~~Comparable ~~fluctuations~~net ~~within~~merchandise sales in our Colombia segment ~~accounted~~increased ~~for approximately 140 basis points (1~~11.48%) ~~of positive impact on total comparable net merchandise sales~~ for the 52-week period ended ~~September~~August 131, ~~2024~~2025. This ~~reflects~~increase ~~the~~contributed ~~appreciation~~approximately of130 ~~the~~basis ~~Colombia~~points ~~peso's~~(1.3%) ~~foreign~~of ~~currency~~positive ~~exchange~~impact ~~rate~~to ~~when~~the ~~compared~~increase toin ~~the~~total ~~same~~comparable ~~period~~net ~~last~~merchandise ~~year~~sales.

When we use the term "comparable net merchandise sales - constant currency," it means that we have translated current year comparable net merchandise sales at prior year monthly average exchange rates. Comparable net merchandise sales - constant currency results exclude the effects of foreign currency translation. The following tables illustrate the comparable net merchandise sales - constant currency percentage growth and the impact that changes in foreign currency exchange rates had on our comparable merchandise sales percentage growth for the 52-week period ended August 31, 2025:


	Fifty-Two Weeks Ended August 31, 2025
	Comparable Net Merchandise Sales Growth		Comparable Net Merchandise Sales - Constant Currency Growth		% Impact of Foreign Currency Exchange
Central America	5.6	%	4.9	%	0.7	%
Caribbean	7.2		9.0		(1.8)
Colombia	11.8		18.0		(6.2)
Consolidated comparable net merchandise sales	6.7	%	7.5	%	(0.8)	%

Overall, the mix of currency fluctuations within our markets had 80 basis points (0.8%) of negative impact on comparable net merchandise sales for the 52-week period ended August 31, 2025.

Currency fluctuations within our Central America segment accounted for approximately 40 basis points (0.4%) of positive impact on total comparable merchandise sales for the 52-week period ended August 31, 2025. Our Costa Rica market was the main contributor as the market experienced currency appreciation when compared to the same period last year.

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Currency fluctuations within our Caribbean segment accounted for approximately 50 basis points (0.5%) of negative impact on total comparable merchandise sales for the 52-week period ended August 31, 2025. Our Dominican Republic and Jamaica markets experienced currency devaluation when compared to the same period last year.

Currency fluctuations within our Colombia segment accounted for approximately 70 basis points (0.7%) of negative impact on total comparable net merchandise sales for the 52-week period ended August 31, 2025.

Membership Income

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

Years Ended

August 31,2024

August 31,2023

August 31,2025

August 31,2024

Amount

% of Total Operating Income

Increase from prior year

% Change

MembershipIncome % toNet MerchandiseSales

Amount

% of Total Operating Income

Membership income - Central America

4349,~~434~~749

36,~~727~~315

914.45

1.56

3943,~~707~~434

Membership income - Caribbean

1922,~~678~~892

23,~~043~~214

1116.63

1.56

1719,~~635~~678

Membership income - Colombia

12,~~128~~932

~~3,422~~804

396.36

2.21

812,~~706~~128

Membership income - Total

7585,~~240~~573

3436.18

910,~~192~~333

13.97

1.67

6675,~~048~~240

3534.81

Number of accounts - Central America

1,~~059~~122,~~079~~062

5362,~~470~~983

5.39

1,~~005~~059,~~609~~079

Number of accounts - Caribbean

~~482~~506,~~914~~125

1523,~~253~~211

34.38

~~467~~482,~~661~~914

Number of accounts - Colombia

~~351~~381,~~167~~897

1630,~~822~~730

58.08

~~334~~351,~~345~~167

Number of accounts - Total

12,~~893~~010,~~160~~084

85116,~~545~~924

46.72

1,~~807~~893,~~615~~160

The number of Member accounts at the end of fiscal year ~~2024~~2025 was 46.72% higher than the prior year. Membership income increased 13.97% compared to the prior year.

Membership income, which is recognized ratably over the 12-month term of the membership, increased in all of our segments in the twelve months ended August 31, ~~2024~~2025. The consolidated increase in membership income is primarily due to the $5 increase to our membership fee inwhich ~~all~~we ~~but~~implemented ~~one~~on ~~market~~a staggered basis in most countries during fiscal year 2024 and an increase in the platinum membership base since the prior year. In our Central America segment, membership income increased compared to fiscal year ~~2023~~2024, primarily attributable to the $5 increase and the opening of two new clubs. ~~Similarly,~~In inour ~~the~~Colombia ~~Caribbean~~ segment, membership income rose compared to fiscal year ~~2023,~~2024 ~~primarily~~due ~~attributable~~ to ~~the~~an $5 increase toin ~~our~~ membership ~~fee~~accounts. InSimilarly, ~~the~~in ~~Colombia~~our Caribbean segment, membership income ~~increased~~rose compared to fiscal year ~~2023~~2024, ~~due~~primarily attributable to the ~~appreciation~~$5 ofincrease ~~the~~to ~~Colombian~~our ~~peso~~membership ~~against the U~~fee.S. ~~dollar and the opening of a new club.~~ Additionally, all of our segments have increased their membership base since August 31, ~~2023~~2024.

We offer the Platinum Membership program in all locations where PriceSmart operates. The annual fee for a Platinum Membership in most markets is approximately $~~75 to $~~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 1217.39% of our total membership base as of August 31, ~~2024~~2025, an increase from 812.93% as of August 31, ~~2023~~2024. Platinum Members tend to have higher renewal rates than our Diamond Members. During fiscal ~~year~~years 2025 and 2024, we ran platinum promotional campaigns, resulting in an increase in the total number of Platinum Members.

Our trailing twelve-month renewal rate was 87.9% and 86.9% for the fiscal years ended August 31, 2024 and August 31, 2023, respectively.

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Our trailing twelve-month renewal rate was 88.8% and 87.9% for the fiscal years ended August 31, 2025 and August 31, 2024, respectively.

Other Revenue

Other revenue primarily consists of our interest-generating portfolio from our co-branded credit cards and rental income from operating leases where the Company is the lessor.

Years Ended

August 31, 2024

August 31, 2023

August 31, 2025

August 31, 2024

Amount

Increase from prior year

% Change

Amount

Miscellaneous income

1315,~~684~~202

21,~~511~~518

2211.51

1113,~~173~~684

Rental income

2,~~417~~964

~~243~~547

1122.26

2,~~174~~417

Other revenue

1618,~~101~~166

2,~~754~~065

2012.68

1316,~~347~~101

Comparison of Fiscal Year ~~2024~~2025 to ~~2023~~2024

The primary driver of the increase in other revenue for the year ended August 31, ~~2024~~2025 was an increase in Miscellaneous income driven primarily by an increase in ~~incentive~~interest-generating ~~fee~~portfolio revenue due to Members having higher average outstanding balances on our co-branded credit cards compared to the prior year.

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Results of Operations

	Years Ended
Results of Operations Consolidated	August 31, ~~2024~~2025		August 31, ~~2023~~2024
(Amounts in thousands, except percentages and number of warehouse clubs)
Net merchandise sales
Net merchandise sales	$	45,~~783~~151,~~119~~120	$	4,~~300~~783,~~706~~119
Total gross margin	$	~~753~~809,~~629~~762	$	~~678~~753,~~352~~629
Total gross margin percentage	15.87%		15.8%
Revenues
Total revenues	$	45,~~913~~270,~~898~~094	$	4,~~411~~913,~~842~~898
Percentage change from prior period	117.42%		811.54%
Comparable net merchandise sales
Total comparable net merchandise sales increase	76.7%		7.17%
Total revenue margin
Total revenue margin	$	~~846~~914,~~924~~372	$	~~759~~846,~~331~~924
Total revenue margin percentage	17.24%		17.2%
Selling, general and administrative
Selling, general and administrative	$	~~625~~681,~~980~~862	$	~~574~~625,~~815~~980
Selling, general and administrative percentage of total revenues	12.79%		1312.07%
Operational data
Warehouse clubs at period end	5456		5154
Warehouse club sales floor square feet at period end	2,~~646~~732		2,~~524~~646

	Years Ended
Results of Operations Consolidated	August 31,~~2024~~2025		% ofTotal Revenue		August 31,~~2023~~2024		% ofTotal Revenue
Operating income by segment
Central America	$	~~227~~216,~~986~~588	4.61	%	$	~~191~~183,~~721~~486	4.3.7	%
Caribbean	9589,~~642~~036		1.97		8774,~~223~~875		21.05
Colombia	1528,~~231~~588		0.35		15,~~467~~335		0.43
United States	24(18,~~868~~401)		(0.53)		2922,~~844~~306		0.75
Reconciling Items (1)	(~~142~~83,~~783~~301)		(21.86)		(~~139~~75,~~739~~058)		(31.25)
Operating income - Total	$	~~220~~232,~~944~~510	4.54	%	$	~~184~~220,~~516~~944	4.25	%

(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:

	Years Ended
	August 31, 2024		% ofTotal Revenue		August 31, 2023		% ofTotal Revenue
	August 31, 2025		% ofTotal Revenue		August 31, 2024		% ofTotal Revenue
Warehouse club and other operations	$	~~466~~498,~~457~~409	9.5	%	$	~~417~~466,~~272~~457	9.45	%
General and administrative	~~156~~179,~~385~~859		3.24		~~134~~156,~~783~~385		3.12
Reserve for AMT settlement	—		—		7,179		0.2
Pre-opening expenses	1,127		—		970		—
Separation costs associated with Chief Executive Officer departure	—		—		7,747		0.2
Loss on disposal of assets	2,467		—		2,168		—
Pre-opening expenses	970		—		1,432		—
Total Selling, general and administrative	$	681,862	12.9	%	$	625,980	12.7	%
Asset impairment and closure costs	—		—		5,658		0.1
Loss on disposal of assets	2,168		—		744		—
Total Selling, general and administrative	$	625,980	12.7	%	$	574,815	13.0	%

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~~fiscal ~~twelve~~year ~~months~~2025 ~~ended~~decreased ~~August~~to ~~31,~~15.7% ~~2024~~compared ~~was~~to 15.8%, ~~unchanged~~for ~~from~~fiscal ~~the prior~~ year 2024.

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, Export sales, and Non-merchandise revenues. We express our Total revenue margin as a percentage of Total revenues.

Total revenue margin ~~remained~~increased ~~unchanged~~to at17.4% from 17.2% for the twelve months ended August 31, ~~2024~~2025 compared to the prior year.

Selling, general, and administrative expenses consist of warehouse club and other operations, general and administrative expenses, ~~reserve~~preopening ~~for settlement of AMT, separation costs associated with the Chief Executive Officer departure, pre-opening~~ expenses, ~~asset impairment~~ and ~~closure costs, and~~ loss (gain) on disposal of assets. In total, selling, general and administrative expenses increased $5155.29 million compared to the prior year, and ~~decreased~~increased as a percentage of total revenues 30by 20 basis points (0.32%) to 12.79% of total revenues for fiscal year ~~2024~~2025 compared to 1312.07% of total revenues for fiscal year ~~2023 offset, in part, by our Interim Chief Executive Officer's election not to receive compensation~~2024.

Warehouse club and other operations expenses ~~increased~~remained tounchanged at 9.5% of total revenues ~~for~~from ~~fiscal~~the ~~year~~prior ~~2024 compared to 9.4% for~~ fiscal year ~~2023, primarily due to our Colombia market which increased 20 basis points (0~~.~~2%)~~ as a percentage of revenue year over year due to the appreciation of the Colombian peso and opening of one new club during the year as well as an increase of 10 basis points (0.1%) each in El Salvador and Guatemala due to the opening of one new club in each of these markets. This was partially offset by our Panama, Honduras, and Dominican Republic markets, each of which decreased 10 basis points (0.1%) as a percentage of revenue year over year.

General and administrative expenses increased to 3.24% of total revenues for the current year compared to 3.12% for fiscal year ~~2023~~2024. The 1020 basis ~~points~~point (0.12%) increase is primarily due to investments in technology, inclusive of $3.7 million related to transformation and angrowth ~~increase~~projects, insuch ~~compensation~~as ~~expense~~RELEX ~~from~~and ~~stock~~Elera. ~~grants~~Additionally, the Company incurred approximately $1.6 million of one-time expenses associated with Chief Financial Officer transition costs, as well as $1.1 million related to ~~executive~~the ~~leadership~~relocation of the San Diego corporate headquarters.

InFor fiscal year ~~2023~~2026, we ~~recorded~~estimate ~~costs~~that for separation and other related termination benefits for our former Chief Executive Officer who resigned effective February 3, 2023. We accrued for the related charges and substantially fulfilled all payment obligations in fiscal year 2023; however, some vesting of performance stock units occurred in the first quarter of fiscal year 2024. On a go-forward basis, our Interim Chief Executive Officer has declined to receive compensation for his services during his term; therefore, we expect Selling, general and administrative expenses will be ~~positively~~ impacted by $2.5.0 million ~~of savings each quarter during his term, reduced by salary increases~~ for ~~other~~the ~~executives~~compensation ~~related~~of toour ~~the~~Chief ~~change~~Executive ~~in leadership~~Officer.

Operating income in fiscal year 2025 increased to $232.5 million (4.4% of total revenues) compared to $220.9 million (4.5% of total revenues) for the prior year.

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In fiscal year 2023, we recorded a $7.2 million charge to settle litigation regarding several AMT cases in one of our markets where the application of complex tax laws are subject to interpretation. In that country, we had challenged AMT rules requiring us to pay taxes based on a percentage of sales if the percentage of sales method resulted in a higher amount of tax payable than the amount payable based on taxable income at the statutory rate. Of this amount, $1.0 million relates to our write-off of an income tax receivable we had recorded with respect to taxes we previously paid on the percentage of sales basis in one tax year and for which we had sought a refund that we now no longer expect to receive. We also made payments of $6.2 million to resolve amounts due for tax years in which we made tax payments using the original computation based on taxable income rather than the percentage of sales method. As part of the settlement, going forward we will pay the higher of the minimum tax or the amount based on taxable income at the statutory rate.

Additionally, in fiscal year 2023, we recorded $5.7 million of asset impairment and closure costs primarily related to the write down of the assets held for sale of our Trinidad sustainable packaging plant to their estimated fair value upon our decision to seek to sell the plant. We planned to use the plant to increase efficiencies by eliminating intermediaries in packaging and labeling and manufacturing some of our packaging materials using compostable or recyclable inputs. However, we found that achieving economic feasibility for this business proved challenging. Therefore, we decided to refocus our efforts on our core competencies as a retailer and redeploy the assets we could use in our club business and seek a buyer for the remainder.

Operating income in fiscal year 2024 increased to $220.9 million (4.5% of total revenues) compared to $184.5 million (4.2% of total revenues) for the prior year.

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.

Years Ended

August 31,2024

August 31,2023

August 31,2025

August 31,2024

Amount

Change

Amount

Interest income

1110,~~049~~139

~~1,178~~(910)

911,~~871~~049

Interest income ~~increased~~decreased for the twelve-month period ended August 31, ~~2024~~2025 primarily due to ana ~~increase~~decrease inof ~~investments at higher~~ yields ~~throughout the year~~ when compared to the prior year.

Interest Expense

Years Ended

August 31,2024

August 31,2023

August 31,2025

August 31,2024

Amount

Change

Amount

Interest expense on loans

119,~~544~~853

(~~354~~1,691)

11,~~898~~544

Interest expense related to hedging activity

23,~~354~~088

~~1,149~~734

12,~~205~~354

Less: Capitalized interest

(~~939~~1,426)

~~1,144~~(487)

(~~2,083~~939)

Interest expense

1211,~~959~~515

(1,~~939~~444)

1112,~~020~~959

Interest expense reflects borrowings by PriceSmart, Inc. and our wholly owned foreign subsidiaries to finance new land acquisition and construction for new warehouse clubs and distribution centers, warehouse club expansions, the capital requirements of warehouse club and other operations, and ongoing working capital requirements.

Interest expense ~~increased~~decreased for the twelve-month period ended August 31, ~~2024~~2025, primarily due to ~~higher~~lower ~~interest~~debt ~~expense~~balances ~~related~~for toa ~~hedging~~majority ~~activity~~of the fiscal year and ~~less~~higher capitalized interest partially offset by higher interest expense related to hedging activities when compared to the prior year.

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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.

Years Ended

August 31,2024

August 31,2023

August 31,2025

August 31,2024

Amount

Change

Amount

Other expense, net

(1724,~~607~~636)

(37,~~451~~029)

(1417,~~156~~607)

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 twelve months ended August 31, 2024, the primary drivers of Other expense, net were transaction costs associated with increased spreads and converting the local currencies into available tradable currencies before converting them to U.S. dollars in some of our countries with liquidity issues of $13.1 million as well as $4.8 million of losses due to revaluation of monetary assets and liabilities (primarily U.S. dollars) in several of our markets during the twelve months ended August 31, 2024.43

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For the twelve months ended August 31, 2025, the primary drivers of Other expense, net were $14.9 million of transaction costs, associated with converting the local currencies into available tradable currencies before converting them to U.S. dollars in some of our countries with foreign exchange liquidity issues. Additionally, during the twelve months ended August 31, 2025, our markets contributed $9.2 million of losses due to revaluation of monetary assets and liabilities (primarily U.S. dollars).

Provision for Income Taxes

The tables below summarize the effective tax rate for the periods reported:

Years Ended

August 31,2024

August 31,2023

August 31,2025

August 31,2024

Amount

Change

Amount

Current tax expense

6662,~~701~~800

(3,~~458~~901)

6366,~~243~~701

Net deferred tax benefit

(4,~~083~~183)

(~~791~~100)

(34,~~292~~083)

Provision for income taxes

6258,~~618~~617

2(4,~~667~~001)

5962,~~951~~618

Effective tax rate

3128.14

3531.41

For fiscal year ~~2024~~2025, the effective tax rate was 3128.14% compared to 3531.41% for fiscal year ~~2023~~2024. The decrease in the effective rate versus the prior year was primarily attributable to the ~~non-recurrence~~implementation of ~~the~~certain ~~comparably~~tax ~~unfavorable~~optimization ~~impact~~initiatives inat the ~~prior~~beginning ~~year~~ of ~~write-offs~~fiscal ofyear ~~VAT receivables, Aeropost write-offs and asset impairment and related closure costs of 2~~2025.~~2%, and a 1.8% unfavorable impact due to the AMT settlement.~~

~~Following~~Other ~~the~~Comprehensive ~~implementation~~Income of(Loss) ~~certain tax optimization initiatives at the end of fiscal year 2024, we expect a decrease in the effective tax rate by approximately 2-4% in fiscal year 2025.~~

Other comprehensive income (loss) for fiscal years 2025 and 2024 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. When the functional currency in our international subsidiaries is the local currency and not U.S. dollars, the assets and liabilities of such 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 not affect net income until the sale or liquidation of the underlying investment. The reported other comprehensive income or loss reflects the unrealized increase or decrease in the value in U.S. dollars of the net assets of the subsidiaries as of the date of the balance sheet, which will vary from period to period as exchange rates fluctuate.


	Years Ended
	August 31, 2025						August 31, 2024
	Amount		Change From Prior Year		% Change		Amount
Other Comprehensive Income (Loss)	$	3,151	$	3,749	(626.9)	%	$	(598)

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Other Comprehensive Income (Loss)

Other comprehensive income (loss) for fiscal years 2024 and 2023 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. When the functional currency in our international subsidiaries is the local currency and not U.S. dollars, the assets and liabilities of such 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 not affect net income until the sale or liquidation of the underlying investment. The reported other comprehensive income or loss reflects the unrealized increase or decrease in the value in U.S. dollars of the net assets of the subsidiaries as of the date of the balance sheet, which will vary from period to period as exchange rates fluctuate.

	Years Ended
	August 31,2024						August 31,2023
	Amount		Change From Prior Year		% Change		Amount
Other Comprehensive Income (Loss)	$	(598)	$	(32,192)	(101.9)	%	$	31,594

Other comprehensive loss for fiscal year 2024 of approximately $0.6 million was primarily the result of $2.2 million of unrealized losses on the changes of fair value of our derivative obligations partially offset by $0.9 million related to unrealized gains on changes in the fair value of accrued pension obligations and the comprehensive gain of $0.7 million from foreign currency translation adjustments During fiscal year 2024, the largest translation adjustments were related to the appreciation of the local currency against the U.S. dollar of our Costa Rica subsidiary partially offset by the devaluation of the local currency against the U.S. dollar for our Dominican Republic subsidiary.

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. Cash used in operations generally consist of 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 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 we 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 Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 11 - Debt” for additional information regarding ~~amounts outstanding on~~ our available short-term facilities, short-term and our long-term borrowings, and any repayments.

Repatriation of cash and cash equivalents held by foreign subsidiaries may require us to accrue and pay taxes for certain jurisdictions. If we decide to repatriate cash through the payment of a cash dividend by our foreign subsidiaries to our domestic operations, we will accrue taxes if and when appropriate.

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

	August 31,2024		August 31,2023
	August 31,2025		August 31,2024
Amounts held by foreign subsidiaries	$	~~121~~222,~~580~~770	$	~~139~~121,~~050~~580
Amounts held domestically	1462,~~731~~521		~~113~~14,~~152~~731
Total cash and cash equivalents, including restricted cash	$	~~136~~285,~~311~~291	$	~~252~~136,~~202~~311

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


	August 31, 2025		August 31, 2024
Amounts held by foreign subsidiaries	$	73,186	$	100,165
Amounts held domestically	—		—
Total short-term investments	$	73,186	$	100,165

As of August 31, 2025 and August 31, 2024, there were no certificates of deposit with a maturity of over one year held by our foreign subsidiaries or domestically.

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~~The~~From ~~following~~time ~~table~~to ~~summarizes~~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 August 31, 2025 of Trinidad dollar denominated cash and cash equivalents and short and long-term investments ~~held~~measured byin ~~our~~U.S. ~~foreign~~dollars ~~subsidiaries~~was ~~and~~$59.7 ~~domestically~~million. (While we are currently able to source substantially all the U.S. dollars that we need in ~~thousands):~~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.

	August 31,2024		August 31,2023
Amounts held by foreign subsidiaries	$	100,165	$	74,294
Amounts held domestically	—		16,787
Total short-term investments	$	100,165	$	91,081

As of August 31, 2024 and August 31, 2023, there were no certificates of deposit with a maturity of over one year held by our foreign subsidiaries or domestically.

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

Years Ended

August 31,2024

August 31,2023

Change

August 31,2025

August 31,2024

Change

Net cash provided by operating activities

~~207~~261,~~589~~307

~~257~~207,~~331~~589

~~(49~~53,~~742)~~718

Net cash used in investing activities

(~~175~~128,~~450~~881)

(~~222~~175,~~082~~450)

46,~~632~~569

Net cash used in financing activities

(150,026)

(41,055)

(108,971)

Net cash provided by (used in) financing activities

14,198

(150,026)

164,224

Effect of exchange rates

12,~~996~~356

61,~~635~~996

~~(4,639)~~360

Net increase (decrease) in cash, cash equivalents

~~(115~~148,~~891)~~980

~~829~~(115,891)

~~(116~~264,~~720)~~871

Net cash provided by operating activities totaled $~~207~~261.63 million and $~~257~~207.36 million for the twelve months ended August 31, ~~2024~~2025 and ~~2023~~2024, respectively. Net cash provided by operating activities ~~decreased~~increased primarily due to ~~shifts~~a net change in our various operating assets and liabilities which contributed $19.4 million. Shifts in working capital resulting from changes in our merchandise inventory and accounts payable positions, ~~which~~ contributed $5817.07 million to the overall ~~decrease~~increase. The primary cause of this was ~~higher~~a lower year-over-year increase in inventory compared to the prior year due to ~~three~~two additional clubs that opened in fiscal year ~~2024~~2025 ~~and~~compared to athree ~~shift~~ in ~~our~~fiscal ~~inventory~~year ~~mix towards more non-food items~~2024. Additionally, ~~a net change in our other various operating assets and liabilities contributed $21.5 million of additional cash used. This was partially offset by~~ an increase in net income without non-cash items ~~which~~ contributed $2916.86 million of cash provided for the twelve months ended August 31, ~~2024~~2025.

Net cash used in investing activities totaled $~~175~~128.59 million and $~~222~~175.15 million for the twelve months ended August 31, ~~2024~~2025 and August 31, ~~2023~~2024, respectively. The $46.6 million decrease in cash used in investing activities is primarily due to a ~~$116.3~~net ~~million~~decrease ~~increase~~ in ~~proceeds~~purchases ~~from~~less ~~settlements~~proceeds of short-term investments. ~~This~~of ~~was partially offset by a~~ $4435.94 million ~~increase in purchases of short-term investments~~ and a ~~$26.0~~decrease ~~million~~in ~~increase~~additions into property and equipment ~~expenditures to support growth~~ of ~~our~~$10.4 ~~real~~million. ~~estate~~We ~~footprint,~~opened ~~compared~~two towarehouse ~~the~~clubs ~~prior~~during fiscal year. We2025 ~~opened~~compared to three ~~additional~~warehouse clubs ~~during~~in fiscal year 2024.

Net cash ~~used~~provided inby financing activities totaled $~~150~~14.02 million and net cash used in financing activities totaled $41150.10 million for the twelve months ended August 31, ~~2024~~2025 and ~~2023~~2024, respectively. WeThe ~~use~~$164.2 million shift from cash ~~flows~~used in to cash provided by financing activities is primarily tothe ~~fund~~result ~~our~~of ~~working~~a ~~capital~~$65.4 ~~needs,~~million ~~our~~increase ~~warehouse~~in ~~club~~proceeds ~~and~~from ~~distribution~~long-term ~~center~~bank ~~acquisitions~~borrowings ~~and~~net ~~expansions~~of repayments of long-term bank borrowings, ~~and~~a ~~investments~~$66.8 inmillion ~~technology~~decrease toin ~~support~~purchases ~~our~~of ~~omni-channel~~treasury ~~initiatives.~~stock, ~~The~~and a $~~109~~27.04 million ~~increase~~decrease in cash ~~used~~dividend inpayments. ~~financing~~During ~~activities~~the isfourth ~~primarily~~quarter of fiscal year 2025, the ~~result~~Company ofentered ~~repurchases~~into ofloan ~~treasury~~agreements ~~stock~~in ~~during~~the United States as well as its Trinidad and Guatemala subsidiaries for $92.9 million. Refer to Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 11 - Debt” for further discussion. During the first quarter of fiscal year 2024, the Company repurchased shares of common stock under a ~~special~~share ~~dividend~~repurchase ~~payment~~program. inAdditionally, ~~April~~during fiscal year 2024, ~~and~~the ~~lower~~Company ~~proceeds,~~paid ~~net~~a ofspecial ~~repayments,~~dividend ~~from~~in ~~long-term~~April ~~bank~~2024 ~~borrowings~~in ~~compared~~addition to the ~~same~~Company's ~~period~~annual acash ~~year~~dividend ~~ago.~~declared in February 2024.

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The following table summarizes the dividends declared and paid during fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 (amounts are per share):

			First Payment				Second Payment
Declared	Amount		RecordDate	DatePaid	Amount		RecordDate	DatePaid	Amount
4/3/2024	$	1.00	4/19/2024	4/30/2024	$	1.00	N/A	N/A	N/A
2/1/2024	$	1.16	2/15/2024	2/29/2024	$	0.58	8/15/2024	8/30/2024	$	0.58
2/3/2023	$	0.92	2/16/2023	2/28/2023	$	0.46	8/15/2023	8/31/2023	$	0.46
2/3/2022	$	0.86	2/15/2022	2/28/2022	$	0.43	8/15/2022	8/31/2022	$	0.43
2/1/2024	$	1.16	2/15/2024	2/29/2024	$	0.58	8/15/2024	8/30/2024	$	0.58
4/3/2024	$	1.00	4/19/2024	4/30/2024	$	1.00	N/A	N/A	N/A
2/6/2025	$	1.26	2/18/2025	2/28/2025	$	0.63	8/15/2025	8/29/2025	$	0.63

Capital Expenditures

Capital expenditures were $~~168~~158.51 million for the year ended August 31, ~~2024~~2025, ofwith ~~which the mix between~~ maintenance and growth expenditures ~~were~~of $7282.31 million and $9676.20 million, respectively. Capital expenditures for fiscal year ~~2023~~2024 were $~~142~~168.5 million, ofwith ~~which the mix between~~ maintenance and growth expenditures ~~were~~of $6972.3 million and $7396.2 million, respectively. In ~~January 2024,~~ the ~~Company~~third ~~purchased~~quarter ~~its~~of ~~previously~~fiscal ~~leased~~year ~~club building and land in Panama City~~2025, ~~Panama~~we ~~for $33.0 million. The Company also~~ purchased land ~~located~~and ~~in Cartago, Costa Rica, where we~~ plan to open our ~~ninth~~sixth warehouse club in ~~Costa~~the ~~Rica~~Dominican inRepublic, ~~the~~located ~~spring~~in ofLa ~~2025~~Romana. 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 Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 11 - 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. WeBased ~~believe~~on our current liquidity and cash flow projections, ~~can~~we believe we will have sufficient cash to cover future lease commitments. As of August 31, ~~2024~~2025, we have signed one lease agreement for a facility to be built by the lessor on which ~~construction~~ has not yet commenced. Refer to Part II. "Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 9 - Commitments and Contingencies" for further discussion.

Derivatives

Please refer to Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 13 – Derivative Instruments and Hedging Activities” for further discussion.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on its financial condition or consolidated financial statements.

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Repurchase of Common Stock and Reissuance of Treasury Shares Related to Employee Stock Awards

At the vesting dates for restricted stock awards to our employees, we repurchase a portion of the shares that have vested at the prior day's closing price per share and apply the proceeds to pay the employees' tax withholding requirements, not to exceed the maximum statutory tax rate, related to the vesting of restricted stock awards. The Company expects to continue this practice going forward.

Shares of common stock repurchased by us are recorded at cost as treasury stock and result in the reduction of stockholders’ equity in our consolidated balance sheets. We may reissue these treasury shares in the future.

The following table summarizes the equity securities repurchased as part of the Company's stock-based compensation programs during fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023:

Years Ended

August 31,2024

August 31,2023

August 31,2022

August 31,2025

August 31,2024

August 31,2023

Shares repurchased

4472,~~413~~284

9944,~~998~~413

8899,~~415~~998

Cost of repurchase of shares (in thousands)

36,~~512~~710

73,~~245~~512

67,~~259~~245

We reissued 365,000 treasury shares as part of our stock-based compensation programs during fiscal year ~~2024~~2025, 63,~~333~~000 treasury shares during fiscal year ~~2023~~2024 and 86,~~314~~333 treasury shares during fiscal year ~~2022~~2023.

Share Repurchase Program

In July 2023 we announced a program authorized by our Board of Directors to repurchase up to $75 million of our common stock. We began repurchases in the fourth quarter of fiscal year 2023 and successfully completed the share repurchase program in the first quarter of fiscal year 2024. We purchased a total of approximately 1,007,000 shares of our common stock under the program. The repurchases were made on the open market pursuant to a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which permitted us to repurchase common stock at a time that we might otherwise have been precluded from doing so under insider trading laws or self-imposed trading restrictions. We have no plans to continue repurchases or adopt a new repurchase plan at this time. However, the Board of Directors could choose to commence another program in the future at its discretion after its review of the Company’s financial performance and anticipated capital requirements. During fiscal year 2025, the Company did not repurchase shares under a share repurchase program.

Share repurchase activity under the Company’s repurchase programs for the periods indicated was as follows (total cost in thousands):


	Years Ended
	August 31, 2024		August 31, 2023
Number of common shares acquired	935,663		71,530
Average price per common share acquired	$	74.13	$	78.54
Total cost of common share acquired	$	69,362	$	5,618

For further information, refer to Part II. “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”

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Critical Accounting Estimates

~~Our financial statements are prepared in accordance with GAAP in the United States.~~ 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.

WeThe ~~believe that the~~ accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. For further information, refer to Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 2 - Summary of Significant Accounting Policies.”

Income Taxes

We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

As of August 31, ~~2024~~2025, we evaluated our deferred tax assets and liabilities and determined that a valuation allowance was necessary for certain deferred tax asset balances, primarily because of the existence of significant negative objective evidence, such as the fact that certain subsidiaries are in a cumulative loss position for the past three years, indicating that certain net operating loss carry-forward periods are not sufficient to realize the related deferred tax assets. We also specifically considered whether foreign tax credit balances could be utilized in the foreseeable future in light of current and future U.S. tax liabilities. We have historically applied foreign tax credits, generated from taxes withheld on certain payments PriceSmart receives from our foreign subsidiaries, to reduce U.S. income tax liabilities. ~~However,~~We ~~as an incidental result of U.S. tax reform, following the reduction of the U.S. corporate income tax rate from 35% to 21%, we~~ expect foreign tax credits generated to exceed U.S. income tax liability for the foreseeable future. Therefore, for the twelve-month period ended August 31, ~~2024~~2025 and August 31, ~~2023~~2024, we have recorded valuation allowances of $127.50 million and $12.65 million against our foreign tax credits, respectively.

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.

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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. There were no material changes in our uncertain income tax positions for the period ended on August 31, ~~2024~~2025.

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, depending on the country.

~~Minimum~~The ~~tax rules, applicable in some of the countries where the~~ Company's ~~operates,~~continued ~~require~~persistent ~~the~~efforts ~~Company~~ to ~~pay~~recover ~~taxes~~the ~~based~~entirety ~~on a percentage~~ of ~~sales~~its ifVAT ~~the~~receivables ~~resulting~~resulted ~~tax~~in ~~were~~significant ~~greater~~refunds ~~than~~during ~~the~~fiscal ~~tax~~year ~~payable~~2025. ~~based~~In onone amarket, ~~percentage~~the ofCompany ~~income~~was ~~(Alternative~~successful ~~Minimum~~in ~~Tax~~collecting ~~or "AMT")~~$4.8 ~~This~~million ~~can result~~ in ~~AMT~~cash ~~payments~~refunds ~~substantially~~for inperiods ~~excess~~extending offrom ~~those~~fiscal ~~the~~years ~~Company~~2018 ~~would expect~~ to ~~pay~~2020. ~~based~~In onanother ~~taxable~~market, ~~income. As~~ the Company ~~believes~~received ~~that,~~approval ~~in one country where it operates, it should only be ultimately liable~~ for an ~~income-based~~additional ~~tax, it has accumulated income tax receivables of~~ $104.~~9 million and $10.7 million and deferred tax assets of $~~3.4 million ~~and~~in ~~$3.2~~cash ~~million~~refunds asfor ofperiods ~~August~~extending ~~31,~~from ~~2024~~fiscal ~~and~~years ~~August~~2019 ~~31,~~to ~~2023, respectively, in this country~~2020.

InMinimum ~~fiscal~~tax ~~year~~rules, ~~2023~~applicable in some of the countries where the Company operates, werequire ~~recorded~~the Company to pay taxes based on a ~~$7.2 million~~percentage ~~charge~~of tosales ~~settle~~if the ~~AMT~~resulting ~~payment~~tax ~~dispute~~were ingreater ~~another~~than ~~one~~the tax payable based on a percentage of ~~our~~income ~~markets.~~(Alternative OfMinimum ~~this~~Tax ~~amount,~~or $1"AMT").~~0 million~~ isThis acan ~~reserve~~result wein ~~recorded~~AMT ~~against~~payments ansubstantially in excess of those the Company would expect to pay based on taxable income. ~~tax~~As ~~receivable~~the ~~for~~Company believes that, in one ofcountry ~~the~~where ~~tax~~it ~~years~~operates, it should only be ultimately liable for ~~which~~an weincome-based ~~sought~~tax, ait ~~refund~~has ~~and~~accumulated ~~the~~income ~~remaining~~tax receivables of $610.2 5 million isand ~~for~~$10.9 ~~the~~million ~~unpaid~~and ~~years~~deferred tax assets of ~~the~~$3.9 ~~dispute~~million inand ~~which~~$3.4 wemillion ~~made~~as ~~tax~~of ~~payments~~August ~~using~~31, ~~the~~2025 ~~original~~and ~~computation~~August ~~based~~31, on2024, ~~taxable~~respectively, ~~income~~in this country.

InThe ~~one~~Company’s ofvarious ~~the~~outstanding ~~countries~~VAT ~~where~~receivables weand/or ~~had~~income atax ~~significant~~receivables ~~VAT~~are ~~receivable~~based ~~balance,~~on ~~the~~individual procedures or appeals with their own set of facts and circumstances. The Company ~~received~~consults ~~unfavorable~~with ~~rulings~~legal atand ~~the~~tax ~~supreme~~advisors ~~court~~regularly ~~level~~to understand the strength of ~~that~~its ~~country~~legal ~~denying~~arguments aand ~~portion~~probability of successful outcomes in addition to its own experience handling these complex tax issues. While the ~~Company’s~~rules ~~appeals~~related ~~for~~to ~~refund~~refunds of ~~over-withholdings~~income oftax ~~VAT.~~receivables ~~After~~in ~~evaluating~~some of the ~~merits~~countries ofwhere the Company’s ~~arguments~~operates are unclear and complex, the ~~court’s~~Company ~~decision,~~has ~~and~~not ~~probability~~placed ~~that~~any ~~the~~type ~~other~~of ~~related~~allowance ~~refund~~on ~~appeals~~the ~~would~~recoverability ~~receive~~of the ~~same~~remaining ~~judgment~~tax receivables or deferred tax assets, because the Company ~~concluded~~believes that ait ~~total~~is ofmore ~~$2.3 million~~likely ofthan ~~related~~not ~~VAT~~that ~~receivable~~it ~~would~~will ultimately succeed in its refund requests. Similarly, we have not beplaced ~~recoverable~~any ~~and~~recoverability ~~wrote~~allowances ~~this~~on ~~amount~~tax ~~off~~receivables inthat ~~fiscal~~arise ~~year~~from ~~2023.~~payments ~~These~~we ~~charges~~are ~~were~~required ~~recorded~~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 ~~Warehouse~~related ~~club~~appeals. ~~and~~There ~~other~~can ~~expenses~~be ~~line~~no ~~item~~assurance, ~~under~~however, that the ~~Selling,~~Company ~~general~~will ~~and~~be ~~administrative~~successful ~~caption~~in ~~within~~recovering ~~the~~all ~~consolidated~~tax ~~statements~~receivables ofor ~~income~~deferred tax assets.

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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 ~~Other~~Prepaid expenses and other current assets: This classification is used for any countries where our subsidiary has generally demonstrated the ability to recover the VAT or income tax receivable within one year. We also classify as short-term any approved refunds or credit notes to the extent that we expect to receive the refund or use the credit notes within one year.

•Long-term VAT and Income tax receivables, recorded as Other non-current assets: This classification is used for amounts not approved for refund or credit in countries where our subsidiary has not demonstrated the ability to obtain refunds within one year and/or for amounts which are subject to outstanding disputes. An allowance is provided against VAT and income tax receivable balances in dispute when we do not expect to eventually prevail in our recovery of such balances. We do not currently have any allowances provided against VAT and income tax receivables.

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 fiscal year ~~2024~~2025 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.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates, foreign currency exchange rates and commodity price risk. These market risks arise in the normal course of business. To manage the risk arising from these exposures, we utilize interest rate swaps, cross-currency interest rate swaps, non-deliverable foreign currency forward contracts and loans denominated in foreign currencies. We do not engage in speculative trading activities.

Information about the change in the fair value of our hedges and the financial impact thereof for the twelve-month period ended August 31, ~~2024~~2025 is disclosed in Part II. “Item 8. Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements, Note 13 - 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 twelve-month period ended August 31, ~~2024~~2025 is disclosed in “Item 7. Management’s Discussion & Analysis – Other Comprehensive Income (Loss).”

Each market risk sensitivity analysis presented below is based on hypothetical scenarios used to calibrate potential risk and dodoes not represent our view of future market changes. The effect of a change in a particular assumption is calculated without adjusting any other assumption. In reality, however, a change in one factor could cause a change in another factor, which may magnify or negate other sensitivities.

Interest Rate Risk

We are exposed to changes in interest rates as a result of our short-term borrowings and long-term debt borrowings. We have mitigated a portion of our interest rate risk by managing the mix of fixed and variable rate debt and by entering into interest rate swaps ~~and cross-currency interest rate swaps~~ to hedge interest rate risk. The notional ~~amount,~~amounts ~~interest payment~~ and ~~maturity~~interest ~~dates~~payments of ~~the~~these ~~swap~~swaps match the terms of the associated debt.

The table below provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table represents the principal cash flows and related weighted-average interest rates by expected maturity dates. For interest rate swaps, including cross-currency interest rate swaps, the table represents the contractual cash flows and weighted-average interest rates by the contractual maturity date, unless otherwise noted. The notional amounts are used to calculate contractual cash flows to be exchanged under the contracts. The weighted-average variable rates are based upon prevailing market interest rates and the outstanding balances as of August 31, 2024.51

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~~Annual~~The ~~maturities~~table ofbelow ~~long-term~~provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table represents the principal cash flows and ~~derivatives~~related weighted-average interest rates by expected maturity dates. For interest rate swaps, the table represents the contractual cash flows and weighted-average interest rates by the contractual maturity date, unless otherwise noted. The notional amounts are used to calculate contractual cash flows to be exchanged under the contracts. The weighted-average variable rates are based upon prevailing market interest rates and the outstanding balances as ~~follow~~of ~~(in~~August ~~thousands):~~31, 2025.

	Twelve Months Ended August 31, (Amounts in thousands)
	2025			2026			2027			2028			2029			Thereafter			Total
Long-Term Debt (Unhedged):
Long-term debt with fixed interest rate	$	12,786		$	9,681		$	6,386		$	13,176		$	3,770		$	10,677		$	56,476		(1)
Weighted-average interest rate	6.40		%	6.40		%	6.20		%	6.20		%	6.70		%	6.70		%	6.40		%
Long-term debt with variable interest rate	$	23,131		$	8,781		$	26,818		$	620		$	676		$	13,858		$	73,884
Weighted-average interest rate	5.60		%	4.70		%	3.90		%	4.40		%	4.40		%	4.40		%	4.80		%
Total long-term debt	$	35,917		$	18,462		$	33,204		$	13,796		$	4,446		$	24,535		$	130,360		(1)
Derivatives:
Interest Rate Swaps:
Variable to fixed interest	$	1,518		$	1,804		$	26,818		$	620		$	676		$	13,858		$	45,294		(2)
Weighted-average pay rate	3.78		%	3.88		%	3.67		%	4.43		%	4.43		%	4.43		%
Weighted-average receive rate	6.72		%	6.50		%	6.94		%	5.34		%	5.34		%	5.34		%
Cross-Currency Interest Rate Swaps:
Variable to fixed interest	$	19,770		$	—		$	—		$	—		$	—		$	—		$	19,770		(2)
Weighted-average pay rate	7.92		%	—		%	—		%	—		%	—		%	—		%
Weighted-average receive rate	7.59		%	—		%	—		%	—		%	—		%	—		%
Long-Term Debt Payments with Fixed Interest or Subject to Financial Derivatives:
Long-term debt with fixed interest rate or with variable to fixed interest rate swaps	$	34,074		$	11,485		$	33,204		$	13,796		$	4,446		$	24,535		$	121,540
Portion of long-term debt with fixed interest rate or with variable to fixed interest rate swaps	94.9		%	62.2		%	100.0		%	100.0		%	100.0		%	100.0		%	93.2		%
Portion of long-term debt with variable interest rates and no swaps	5.1		%	37.8		%	—		%	—		%	—		%	—		%	6.8		%

Annual maturities of long-term debt and derivatives are as follows (in thousands):

(1)The Company has disclosed the future annual maturities of long-term debt, for which it has entered into cross-currency interest rate swaps by using the derivative obligation as of August 31, 2024 to estimate the future commitments. Therefore, the total annual commitments reflects these obligations, including the effect of the cross-currency interest rate swaps on the total-long term debt as disclosed on the consolidated balance sheet.


	Twelve Months Ended August 31, (Amounts in thousands)
	2026			2027			2028			2029			2030			Thereafter			Total
Long-Term Debt (Unhedged):
Long-term debt with fixed interest rate	$	27,207		$	22,640		$	25,282		$	15,113		$	830		$	—		$	91,072		(1)
Weighted-average interest rate	7.80		%	7.80		%	7.80		%	7.30		%	7.50		%	—		%	7.70		%
Long-term debt with variable interest rate	$	11,468		$	30,778		$	7,155		$	2,821		$	2,899		$	40,404		$	95,525
Weighted-average interest rate	5.40		%	5.40		%	6.10		%	6.40		%	6.40		%	6.40		%	5.90		%
Total long-term debt	$	38,675		$	53,418		$	32,437		$	17,934		$	3,729		$	40,404		$	186,597		(1)

Derivatives:
Interest Rate Swaps:
Variable to fixed interest	$	1,981		$	27,046		$	1,044		$	1,121		$	1,199		$	23,965		$	56,356		(2)
Weighted-average pay rate	3.93		%	3.67		%	4.34		%	4.34		%	4.34		%	4.23		%	3.96		%
Weighted-average receive rate	5.51		%	6.11		%	4.33		%	4.33		%	4.33		%	4.34		%	5.23		%




Long-Term Debt Payments with Fixed Interest or Subject to Financial Derivatives:
Long-term debt with fixed interest rate or with variable to fixed interest rate swaps	$	29,188		$	49,686		$	26,326		$	16,234		$	2,029		$	23,965		$	147,428
Portion of long-term debt with fixed interest rate or with variable to fixed interest rate swaps	75.5		%	93.0		%	81.2		%	90.5		%	54.4		%	59.3		%	79.0		%
Portion of long-term debt with variable interest rates and no swaps	24.5		%	7.0		%	18.8		%	9.5		%	45.6		%	40.7		%	21.0		%

(21)The ~~derivative~~Company ~~obligations~~has ofdisclosed the ~~interest~~future annual maturities of long-term debt as of August 31, 2025. These amounts include fixed rate ~~swaps~~debt obligations and ~~cross-currency~~derivative liabilities associated with interest rate swaps. ~~are~~Therefore, ~~included~~the intotal annual commitments reflects these obligations, including the ~~Total~~effect of the interest rate swaps on the total long-term debt ~~section~~as ofdisclosed ~~this~~on ~~table~~the consolidated balance sheet.

(2)The derivative obligations of the interest rate swaps are included in the Total long-term debt section of this table.

Foreign Currency Risk

We have foreign currency risks related to sales, operating expenses and financing transactions in currencies other than the U.S. dollar. As of August 31, ~~2024~~2025, we had a total of 5456 consolidated warehouse clubs operating in 12 foreign countries and one U.S. territory, 4244 of which operate under currencies other than the U.S. dollar. Approximately 49.0% of our net merchandise sales are comprised of products we purchased in U.S. dollars that were sold in countries whose currencies were other than the U.S. dollar. Approximately 7980.51% of our net merchandise sales are in markets whose functional currency is other than the U.S. dollar. We may enter into additional foreign countries in the future or open additional locations in existing countries, which may increase the percentage of net merchandise sales denominated in foreign currencies.

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Currency exchange rate changes either increase or decrease the cost of imported products that we purchase in U.S. dollars and price in local currency. If the local currency devalues against the U.S. dollar, we may elect to increase prices in the local currency to maintain our target margins, making these products more expensive for our Members. Currency exchange rates also affect the reported sales of the consolidated company when local currency-denominated sales are translated to U.S. dollars. In addition, we revalue all U.S. dollar denominated assets and liabilities within those markets that do not use the U.S. dollar as the functional currency. These assets and liabilities include, but are not limited to, excess cash permanently reinvested offshore and the value of items shipped from the U.S. to our foreign markets. The gain or loss associated with this revaluation, net of reserves, is recorded in Other income (expense) in the consolidated statements of income.

Foreign currencies in most of the countries where we operate have historically devalued against the U.S. dollar and are expected to continue to devalue. The following tables summarize by country, for those countries with functional currencies other than the U.S. dollar, the weakening of the countries' currency against the U.S. dollar (devaluation) or the strengthening of their currencies (revaluation):

Country	Revaluation/(Devaluation)Twelve Months Ended August 31,
	2024		2023
	2025		2024
	% Change		% Change
Colombia	(13.~~84)~~41	%	7(1.1584)	%
Costa Rica	32.2568		183.3025
Dominican Republic	(5.2363)		(75.0623)
Guatemala	10.8188		(1.~~72)~~81
Honduras	(05.6215)		(0.4862)
Jamaica	(21.1176)		(2.2911)
Nicaragua	~~(0.33)~~—		(10.4233)
Trinidad	(0.~~01)~~09	%	(0.0901)	%

We seek to manage foreign exchange risk by (1) adjusting prices on goods acquired in U.S. dollars on a periodic basis to maintain our target margins after taking into account changes in exchange rates; (2) obtaining local currency loans from banks within certain markets where it is economical to do so and where management believes the risk of devaluation and the level of U.S. dollar denominated liabilities warrants this action; (3) reducing the time between the acquisition of product in U.S. dollars and the settlement of that purchase in local currency; (4) maintaining a balance between assets held in local currency and in U.S. dollars; and (5) entering into cross- currency interest rate swaps and forward currency derivatives. We have local-currency-denominated long-term loans in Barbados, Honduras, Guatemala, and Trinidad ~~and we have cross-currency interest rate swaps in Colombia~~. Turbulence in the currency markets can have a significant impact on the value of the foreign currencies within the countries in which we operate. We report the gains or losses associated with the revaluation of these monetary assets and liabilities on our consolidated statements of income under the heading “Other income (expense), net.” Future volatility and uncertainties regarding the currencies in the countries that we operate in could have a material impact on our operations in future periods. However, there is no way to accurately forecast how currencies may trade in the future and, as a result, we cannot accurately project the impact of the change in rates on our future demand for imported products, reported sales, or financial results.

We are exposed to foreign exchange risks related to U.S. dollar-denominated and other foreign-denominated cash, cash equivalents and restricted cash, to U.S. dollar-denominated intercompany debt balances and to other U.S. dollar-denominated debt/asset balances (excluding U.S. dollar-denominated debt obligations for which we hedge a portion of the currency risk inherent in the interest and principal payments), within entities whose functional currency is not the U.S. dollar. As part of the adoption of the Accounting Standard Codification (ASC) 842 - Leases, we recorded several monetary liabilities on the consolidated balance sheet that are exposed to foreign exchange movements. These monetary liabilities arise from leases denominated in a currency that is not the functional currency of the Company’s local subsidiary. The monetary liability for these leases as of August 31, ~~2024~~2025 was $3152.57 million. Due to the mix of foreign currency exchange rate fluctuations during fiscal year ~~2024~~2025, the impact to the consolidated statements of income of revaluing the monetary liabilities for these leases was immaterial.

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The following table discloses the net effect on other expense, net for U.S. dollar-denominated and other foreign-denominated accounts relative to a hypothetical simultaneous currency revaluation based on balances as of August 31, ~~2024~~2025 (in thousands) including the lease-related monetary liabilities described above:

Overall weighted negative currencymovement	Losses based on change in U.S. dollar denominated andother foreign denominated cash, cash equivalents andrestricted cash balances		Gains based on change in U.S. dollar denominatedinter-company balances		Gains based on change in U.S. dollar denominatedother asset/liability balances		Net Loss(1)
5%	$	(~~372~~1,827)	$	~~1,616~~12	$	~~(1,680)~~839	$	(~~436~~976)
10%	$	(~~744~~3,655)	$	~~3,232~~24	$	(31,~~360)~~678	$	(~~872~~1,953)
20%	$	(17,~~488~~310)	$	~~6,463~~48	$	(63,~~721)~~355	$	(13,~~746~~907)

(1)Amounts are before consideration of income taxes.

Information about the financial impact of foreign currency exchange rate fluctuations for the twelve months ended August 31, ~~2024~~2025 is disclosed in Part II. “Item 7. Management’s Discussion and Analysis – Other Expense, net.”

Examples of where we have significant U.S. dollar net asset positions subjecting us to exchange rate losses if the local currency strengthens against the U.S. dollar are our Costa Rica, Nicaragua and ~~Nicaragua~~Honduras subsidiaries, with balances of $7387.59 million, $42.6 million, and $361.9 1 million, respectively, as of August 31, ~~2024~~2025. Examples where we have significant U.S. dollar net liability positions subjecting us to exchange rate losses if the local currency weakens against the U.S. dollar are our ~~Honduras,~~ Guatemala, ~~Dominican Republic~~Trinidad, and ~~Trinidad~~Dominican Republic subsidiaries, with balances of $2860.3 2 million, $2316.~~9 million, $13.~~0 million, and $1110.0 2 million, respectively, as of August 31, ~~2024~~2025.

We are also exposed to foreign exchange risks related to local-currency-denominated cash and cash equivalents, to local-currency-denominated debt obligations, to local-currency-denominated current assets and liabilities and to local-currency-denominated long-term assets and liabilities within entities whose functional currency is not the U.S. dollar. The following table discloses the net effect on other comprehensive loss for these local currency denominated accounts relative to hypothetical simultaneous currency devaluation in all the countries listed in the table above, based on balances as of August 31, ~~2024~~2025:

Overall weighted negative currency movement	Other comprehensive loss on the decline in localcurrency denominated cash and cash equivalentsand restricted cash (in thousands)		Other comprehensive gain on the decline inforeign currency denominated debtobligations (in thousands)		Other comprehensive loss on the decline in allother foreign currency denominated currentassets net of current liabilities (in thousands)		Other comprehensive loss on the decline in allother foreign currency denominated long-termassets net of long-term liabilities (in thousands)
5%	$	45,~~642~~426	$	(3,~~812~~453)	$	75,~~610~~401	$	3234,~~469~~628
10%	$	910,~~284~~852	$	(76,~~625~~907)	$	1510,~~219~~802	$	6469,~~939~~257
20%	$	1821,~~568~~703	$	(1513,~~249~~813)	$	3021,~~438~~603	$	~~129~~138,~~877~~514

In addition, we are exposed to foreign currency exchange rate fluctuations associated with our U.S. dollar-denominated debt obligations that we hedge. We hedge a portion of the currency risk inherent in the interest and principal payments associated with this debt through the use of cross-currency interest rate swaps. The terms of these swap agreements are commensurate with the underlying debt obligations. The aggregate fair value of these swaps was in a net ~~asset~~liability position of approximately $15.3 4 million at August 31, ~~2024~~2025 and a net asset position of approximately $21.3 million at August 31, ~~2023~~2024. A hypothetical 10% devaluation in the currency exchange rates underlying these swaps from the market rates at August 31, ~~2024~~2025 would have resulted in aan ~~further~~ increase in the value of the swaps of approximately $45.4 2 million. Conversely, a hypothetical 10% appreciation in the currency exchange rates underlying these swaps from the market rates at August 31, ~~2024~~2025 would have resulted in a ~~net~~further decrease in the value of the swaps of approximately $34.3 1 million.

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From time to time, we use non-deliverable forward foreign exchange contracts primarily to address exposure to U.S. dollar merchandise inventory expenditures made by our international subsidiaries whose functional currency is other than the U.S. dollar. The net increase or decrease in the fair value of these derivative instruments would be economically offset by the gains or losses on the underlying transactions.

From time to time, we have experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity). This impedes our ability to convert local currencies obtained through merchandise sales into U.S. dollars to settle the U.S. dollar liabilities associated with our imported products or otherwise fund our operations. For instance, since fiscal year 2017, we have experienced this situation in Trinidad and have been unable to source a sufficient level of tradable currencies. We are working with our banks in Trinidad and government officials to convert all of our Trinidad dollars into tradable currencies. Additionally, during fiscal year 2023, the Honduran Central Bank began limiting the availability and controlling the allocation of U.S. dollars for the conversion from Honduran lempiras to U.S. dollars. We are actively working with our banking partners and government authorities to address this situation. We have and continue to take additional actions in this respect. Refer to “Item 7. Management’s Discussion & Analysis – Factors Affecting Our Business” and “Item 7. Management’s Discussion & Analysis – Liquidity: Financial Position and Cash Flow” for our quantitative analysis and discussion.

Commodity Price Risk

The increasing price of oil and certain commodities could have a negative effect on our operating costs and sales. Higher oil prices can negatively impact the economic growth of the countries in which we operate, thereby reducing the buying power of our Members. Higher oil prices can also increase our operating costs, particularly utilities and merchandise transportation expenses. Inflationary pressures on various commodities also may impact consumer spending. We do not currently seek to hedge commodity price risk.

Item 8. Financial Statements and Supplementary Data

See the list of financial statements filed with this report under Part IV. Item 15 below.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a)Evaluation of disclosure controls and procedures.

As of August 31, ~~2024~~2025, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). These disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in its periodic reports with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that the information is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The design of any disclosure controls and procedures also is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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 as of the end of the period covered by this Annual Report on Form 10-K.

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(b)Management’s report on internal control over financial reporting.

Internal control over financial reporting refers to the process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer, and effected by its board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision, and with the participation, of the Company’s management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting. Management has used the 2013 framework set forth in the report entitled “Internal Control-—Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of its internal control over financial reporting. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of August 31, ~~2024~~2025, the end of its most recent fiscal year.

Ernst & Young LLP, the Company's independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of August 31, ~~2024~~2025, as stated in their report which is included herein.

(c)Changes in internal control over financial reporting.

There have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the fiscal year ended August 31, ~~2024~~2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 31.1 and 31.2 to this report.

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Report of Independent Registered Public Accounting Firm

~~The~~To the Stockholders and the Board of Directors ~~and Stockholders~~ of PriceSmart, Inc.

Opinion on Internal Control ~~over~~Over Financial Reporting

We have audited PriceSmart, Inc.’s internal control over financial reporting as of August 31, ~~2024~~2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, PriceSmart, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of August 31, ~~2024~~2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended August 31, ~~2024~~2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated October 30, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control ~~over~~Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Diego, California

October 30, ~~2024~~2025

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Item 9B. Other Information

Rule 10b5-1 Trading Arrangements

On ~~April~~February 124, ~~2024~~2025, ~~Michael~~Francisco ~~McCleary~~Velasco, our Executive Vice President ~~and~~- Chief ~~Financial~~Legal Officer, ~~adopted~~Chief aRisk ~~written~~& ~~plan~~Compliance ~~for~~Officer, ~~the~~and ~~sale~~Registered ~~of our common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5~~In-~~1(c)~~House ~~under~~Counsel, ~~the~~adopted ~~Exchange Act (~~a “Rule 10b5-1 Trading Plan”). Mr. ~~McCleary~~Velasco’s Rule 10b5-1 Trading Plan provides for the sale of up to 121,~~000~~650 shares of the Company's common stock ~~by The McCleary Family Trust~~ during the period beginning on ~~July~~May 236, ~~2024~~2025 and ending January 246, ~~2025~~2026.

On ~~April 12~~May 14, ~~2024~~2025, ~~Francisco~~Michael ~~Velasco~~McCleary, our Executive Vice President –and Chief ~~Legal~~Financial Officer, ~~Chief~~at ~~Risk~~the &time ~~Compliance~~of ~~Officer and Corporate Secretary~~adoption, adopted a Rule 10b5-1 Trading Plan. Mr. ~~Velasco~~McCleary’s Rule 10b5-1 Trading Plan provides for the sale by The McCleary Family Trust during the period beginning on September 9, 2025 and ending January 31, 2026 of up to 2a total of 6,~~795~~322 shares of the Company's common stock ~~during~~plus ~~the~~a ~~period~~number ~~beginning~~of onshares ~~July 15~~equal to 10,863 ~~2024~~shares ~~and~~minus ~~ending~~the ~~July 15,~~number ~~2025~~of shares ultimately withheld for tax withholding purposes.

During the fiscal year ~~2024~~2025, 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 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

PriceSmart has adopted a code of conduct that applies to its principal executive officer, principal financial officer, principal accounting officer, ~~controller~~controllers, and to all of its other officers, directors, employees and agents. The code of conduct is available on PriceSmart's web site at https://investors.pricesmart.com/governance/governance-documents. PriceSmart intends to disclose on its website future amendments to, or waivers from, certain provisions of its code of conduct within four business days following the date of such amendment or waiver.

The additional information required by Item 10 is incorporated herein by reference from PriceSmart's definitive Proxy Statement for the Annual Meeting of Stockholders under the headings “Proposal 1: Election of Directors,” “Information Regarding the Board of Directors,” “Executive Officers of the Company” and “General – Section 16(a) Beneficial Ownership Reporting Compliance.”

PriceSmart has adopted an insider trading policy addressing the purchase, sale and other disposition of our securities by PriceSmart and our directors and employees that is reasonably designed to promote compliance with U.S. federal insider trading laws, rules and regulations and the rules of the Nasdaq Global Select Market. That policy is filed as Exhibit 19.1 to this report.

Item 11. Executive Compensation

The information required by Item 11 is incorporated herein by reference from PriceSmart's definitive Proxy Statement for the Annual Meeting of Stockholders under the heading “Executive and Director Compensation.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated herein by reference from PriceSmart's definitive Proxy Statement for the Annual Meeting of Stockholders under the headings “Securities Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated herein by reference from PriceSmart's definitive Proxy Statement for the Annual Meeting of Stockholders under the headings “Certain Transactions” and “Information Regarding the Board of Directors.”

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Item 14. Principal Accounting Fees and Services

Our independent registered public accounting firm is Ernst & Young LLP, San Diego, CA, Auditor Firm ID: 42.

The information required by Item 14 is incorporated herein by reference from PriceSmart's definitive Proxy Statement for the Annual Meeting of Stockholders under the heading “Proposal 34: Ratification of Selection of Independent Registered Public Accounting Firm.”

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)Documents filed as part of this report.

(1)Financial Statements:

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2)List of financial statement schedules:

Schedule II – Valuation and Qualifying Accounts

Schedules not listed above have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

(3)List of exhibits required by Item 601 of Regulation S-K. See part (b) below.

(b)The following exhibits are filed as a part of this report:

ExhibitNumber			Description
3.1(1)			Amended and Restated Certificate of Incorporation of the Company.
3.2(3)			Certificate of Amendment of 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(4)			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(24)			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.4(17)			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
3.5(8)			Second Amended and Restated Bylaws of the Company.
3.5(5)			Second Amended and Restated Bylaws of the Company.
3.6(20)			Amendment to Second Amended and Restated Bylaws of PriceSmart, Inc.
3.6(12)			Amendment to Second Amended and Restated Bylaws of PriceSmart, Inc.
4.1(5)			Specimen of Common Stock certificate.
4.1(4)			Specimen of Common Stock certificate.
4.2(16)			Description of Registrant’s Securities.
4.2(10)			Description of Registrant’s Securities.
10.1(10)			ISDA 2002 Master Agreement between MUFG Union Bank, N.A. and PriceSmart, Inc. dated November 4, 2016.
10.1(11)**			2013 Equity Incentive Award Plan of PriceSmart, Inc., as amended and restated.
10.2(11)			Promissory Note between PriceSmart, Inc. and MUFG UNION BANK, N.A. for US $35.7 million, dated January 27, 2017.
10.2(13)			Amendment to the Amended and Restated 2013 Equity Incentive Award Plan of PriceSmart, Inc. effective as of February 3, 2023.
10.3(6)			Shareholders’ Agreement between Fundacion Tempus Fugit and PriceSmart Panama, S.A. dated September 24, 2008.
10.3(18)			Amendment to the Amended and Restated 2013 Equity Incentive Award Plan of PriceSmart, Inc. effective as of February 6, 2025.
10.4(2)			Master Agreement between the Company and Payless ShoeSource (BVI) Holdings, Ltd., dated November 27, 2000.
10.4(8)**			Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards prior to March 6, 2023).
10.5(7)			Collective Agreement by and between Oilfields Workers' Trade Union and PriceSmart Clubs (TT) Ltd. entered into December 1, 2012.
10.5(8)**			Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. for Employees of Foreign Subsidiaries (for awards prior to March 6, 2023).
10.6(17)**			2013 Equity Incentive Award Plan of PriceSmart, Inc., as amended and restated.
10.6(8)**			Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards on or after July 16, 2019 and prior to September 18, 2024).

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10.7(17)			Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards on or after March 6, 2023).
10.8(17)			Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. for Employees of Foreign Subsidiaries (for awards on or after March 6, 2023).
10.9(17)			Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Non-Employee Directors under the 2013 Equity Incentive Award Plan of PriceSmart, Inc.
10.10*			Form of Performance Stock Uni t Agreeme nt under the 2013 Equity Incentive Award Plan of PriceSmart Inc. (for awards on or after September 18, 202 4 ).
10.11(6)**			Employment Agreement between the Company and Francisco Velasco dated July 14, 2016.
10.12(7)**			Form of Indemnification Agreement.
10.13(9)**			Employment Agreement dated April 1, 2020 between Michael McCleary and the Company.
10.14(14)**			Amended and Restated Employment Agreement dated March 22, 2023 between John Hildebrandt and the Company.
10.15(15)**			Employment Agreement dated July 1, 2023 between Wayne Sadin and the Company.
10.16(16)**			Employment Agreement between Paul Kovaleski and the Company dated January 1, 2024.
10.17(17)**			Amendment to Employment Agreement between the Company and Wayne Sadin dated June 18, 2024.
10.18(19)**			Employment Agreement effective as of June 1, 2025 between PriceSmart, Inc. and Gualberto Hernandez.
10.19(19)			Separation Agreement and Waiver and Release of Claims dated May 8, 2025 between Michael L. McCleary and the Company.
10.20(20)**			Amendment to Amended and Restated Employment Agreement between the Company and John Hildebrandt dated May 28, 2025.
10.21* **			Amendment to Amended Employment Agreement effective June 17, 2025 between Wayne Sadin and the Company.
10.22(21)**			Amended and Restated Employment Agreement effective September 1, 2025 between David Price and the Company.
10.23(22)**			Amendment No. 1 to Amended and Restated Employment Agreement dated September 4, 2025 between David Price and the Company.
19.1(17)			Insider Trading Policy.
21.1*			Subsidiaries of the Company.
23.1*			Consent of Independent Registered Public Accounting Firm.
31.1*			Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*#			Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*#			Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*(17)			Compensation Recoupment (Clawback) Policy.
101.INS			Inline XBRL Instance Document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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10.7(13)**			Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards prior to March 6, 2023).
10.8(13)**			Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. for Employees of Foreign Subsidiaries (for awards prior to March 6, 2023).
10.9(13)**			Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards on or after July 16, 2019).
10.10*			Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. (for awards on or after March 6, 2023).
10.11*			Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2013 Equity Incentive Award Plan of PriceSmart, Inc. for Employees of Foreign Subsidiaries (for awards on or after March 6, 2023).
10.12*			Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Non-Employee Directors under the 2013 Equity Incentive Award Plan of PriceSmart, Inc.
10.13(9)**			Employment Agreement between the Company and Francisco Velasco dated July 14, 2016.
10.14(12)**			Form of Indemnification Agreement.
10.15(14)**			Employment Agreement dated April 1, 2020 between Michael McCleary and the Company.
10.16(15)			Credit Agreement between PriceSmart Colombia S.A.S. and Citibank, N.A. dated December 2, 2019.
10.17(15)			Credit Agreement between PriceSmart Colombia S.A.S. and Citibank, N.A. dated November 25, 2019.
10.18(15)			Loan Agreement between PriceSmart Guatemala, Sociedad Anonima and Banco Industrial, Sociedad Anonima, dated November 20, 2019.
10.19(18)**			Second Amended and Restated Loan Facility Agreement between PriceSmart Realty (TT) Ltd and First Caribbean International Bank (Trinidad & Tobago) Limited, dated August 27, 2021.
10.20(19)			Citibank Credit Agreement dated February 18, 2022.
10.21(21)			Citibank Credit Agreement dated February 9, 2023.
10.22(22)**			Amended and Restated Employment Agreement dated March 22, 2023 between John Hildebrandt and the Company.
10.23(23)**			Employment Agreement dated July 1, 2023 between Wayne Sadin and the Company.
10.24(23)**			Amended and Restated Employment Agreement dated August 4, 2023 between David Price and the Company.
10.25(25)**			Employment Agreement between Paul Kovaleski and the Company dated January 1, 2024.
10.26*			Amendment to Employment Agreement between the Company and Wayne Sadin dated June 18, 2024.
19.1*			Insider Trading Policy
21.1*			Subsidiaries of the Company.
23.1*			Consent of Independent Registered Public Accounting Firm.
31.1*			Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*#			Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*#			Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*			Compensation Recoupment (Clawback) Policy.
101.INS			Inline XBRL Instance Document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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* Filed herewith as an exhibit.

** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.

# These certifications are being furnished solely to accompany this Report pursuant to 18 U.S.C. 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of PriceSmart, Inc. whether made before or after the date hereof, regardless of any general incorporation language in such filing.

(1)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 1997 filed with the Commission on November 26, 1997.

(2)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 2829, ~~2001~~2004 filed with the Commission on April 1614, ~~2001~~2004.

(3)Incorporated by reference to the Company’s ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarter~~year ended ~~February~~August 2931, 2004 filed with the Commission on ~~April~~November 1424, 2004.

(4)Incorporated by reference to the Company’s ~~Annual~~Registration ~~Report~~Statement on Form 10S-K3 ~~for the year ended August 31, 2004~~ filed with the Commission on ~~November~~December 242, 2004.

(5)Incorporated by reference to the Company’s ~~Registration Statement on~~ Form S8-3K ~~filed~~Filed with the Commission on ~~December~~July 217, ~~2004~~2015.

(6)Incorporated by reference to the Company’s ~~Quarterly~~Annual Report on Form 10-~~Q/A~~K for the ~~quarter~~year ended ~~November~~August 3031, ~~2008~~2016 filed with the Commission on ~~January~~October 1427, ~~2009~~2016.

(7)Incorporated by reference to the Company'’s Annual Report on Form 10-K for the year ended August 31, ~~2014~~2019 filed with the Commission on October 3029, ~~2014~~2019.

(8)Incorporated by reference to the Company’s Quarterly Report on Form 810-KQ ~~Filed~~for the quarter ended November 30, 2019 filed with the Commission on ~~July~~January 179, ~~2015~~2020.

(9)Incorporated by reference to the Company’s ~~Annual Report on~~ Form 108-K ~~for the year ended August 31, 2016~~ filed with the Commission on ~~October~~April 277, ~~2016~~2020.

(10)Incorporated by reference to the Company'’s ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarter~~year ended ~~November~~August 3031, ~~2016~~2020 filed with the Commission on ~~January~~October 530, ~~2017~~2020.

(11)Incorporated by reference to Appendix B to the Company’s ~~Quarterly~~proxy ~~Report~~statement on ~~Form~~Schedule ~~10-Q~~14A ~~for~~relating to the ~~quarter~~2021 ~~ended~~Annual ~~February~~Meeting ~~28,~~of ~~2017~~Stockholders of the Company filed with the Commission on ~~April~~December 618, ~~2017~~2020.

(12)Incorporated by reference to the Company’s ~~Annual~~ Report on Form 108-K ~~for the year ended August 31, 2019~~ filed with the Commission on ~~October~~December 299, ~~2019~~2022.

(13)Incorporated by reference to Appendix B to the Company’`s ~~Quarterly~~proxy ~~Report~~statement on ~~Form~~Schedule ~~10-Q~~14A ~~for~~relating to the ~~quarter~~2023 ~~ended~~Annual ~~November~~Meeting ~~30,~~of ~~2019~~Stockholders ~~filed~~of the Company field with the Commission on ~~January~~December 916, ~~2020~~2022.

(14)Incorporated by reference to the Company’`s Report on Form 8-K/A filed with the Commission on ~~April~~March 724, ~~2020~~2023.

(15)Incorporated by reference to the Company’s ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarter~~year ended ~~February~~August 2931, ~~2020~~2023 filed with the Commission on ~~April~~October 830, ~~2020~~2023.

(16)Incorporated by reference to the Company’s ~~Annual~~Quarterly Report on Form 10-KQ for the ~~year~~quarter ended ~~August~~February 3129, ~~2020~~2024 filed with the Commission on ~~October~~April 309, ~~2020~~2024.

(17)Incorporated by reference to ~~Appendix B to~~ the Company’s ~~proxy~~Annual ~~statement~~Report on ~~Schedule~~Form ~~14A~~10-K ~~relating~~for to the ~~2021~~year ~~Annual~~ended ~~Meeting~~August of31, ~~Stockholders~~2024 ~~of the Company~~ filed with the Commission on ~~December~~October 1830, ~~2020~~2024.

(18)Incorporated by reference Appendix B to the Company’`s ~~Annual~~proxy ~~Report~~statement on ~~Form~~Schedule ~~10-K~~14A ~~for~~relating to the ~~year~~2025 ~~ended~~Annual ~~August~~Meeting ~~31,~~of ~~2021~~Stockholders ~~filed~~of the Company field with the Commission on ~~October~~December 2118, ~~2021~~2024.

(19)Incorporated by reference to the Company’s ~~Quarterly~~Current Report on Form 108-QK ~~for the quarter ended February 28, 2022~~ filed with the Commission on ~~April~~May 79, ~~2022~~2025.

(20)Incorporated by reference to the Company’s Quarterly Report on Form 810-KQ for the quarter ended May 31, 2025 filed with the Commission on ~~December~~July 910, ~~2022~~2025.

(21)Incorporated by reference to the Company’s ~~Quarterly~~Current Report on Form 108-QK/A ~~for the quarter ended February 28, 2023~~ filed with the Commission on ~~April~~June 1020, ~~2023~~2025.

(22)Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the Commission on ~~March~~September 245, ~~2023~~2025.

(23)Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended August 31, 2023 filed with the Commission on October 30, 2023.

(24)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on February 2, 2024.

(25)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2024 filed with the Commission on April 9, 2024.

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Item 16. Form 10-K Summary

None.

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SCHEDULE II

PRICESMART, INC.

VALUATION AND QUALIFYING ACCOUNTS

(amounts in thousands)

	Balance atBeginningof Period		Charged toCosts andExpenses		Deductions		Balance atEnd ofPeriod
Allowance for credit losses:
Year ended August 31, 2022	$	94	$	89	$	(80)	$	103
Year ended August 31, 2023	$	103	$	42	$	(78)	$	67
Year ended August 31, 2024	$	67	$	1	$	(16)	$	52
Year ended August 31, 2025	$	52	$	206	$	(256)	$	2

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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:	October 30, ~~2024~~2025	By:	/s/ ~~ROBERT~~DAVID EN. PRICE
			Robert E. PriceInterim Chief Executive Officer(Principal Executive Officer)
			David N. PriceChief Executive Officer(Principal Executive Officer)
Date:	October 30, ~~2024~~2025	By:	/s/ ~~MICHAEL~~GUALBERTO ~~L. MCCLEARY~~HERNANDEZ
			Michael L. McClearyExecutive Vice President and Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)
			Gualberto HernandezExecutive Vice President and Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints ~~Robert~~David EN. Price and ~~Michael~~Gualberto ~~L. McCleary~~Hernandez, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ ROBERT E. PRICE

Interim Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

October 30, 2024

/s/ DAVID N. PRICE

Chief Executive Officer (Principal Executive Officer) and Director

October 30, 2025

David N. Price

/s/ GUALBERTO HERNANDEZ

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

October 30, 2025

Gualberto Hernandez

/s/ ROBERT E. PRICE

Executive Chairman of the Board of Directors

October 30, 2025

Robert E. Price

/s/ MICHAEL L. MCCLEARY

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

October 30, 2024

/s/ DAVID R. SNYDER

Vice Chairman and Lead Independent Director

October 30, 2025

Michael L. McCleary

/s/ DAVID R. SNYDER

Vice Chairman and Lead Independent Director

October 30, 2024

David R. Snyder

/s/ SHERRY S. BAHRAMBEYGUI

Director

October 30, ~~2024~~2025

Sherry S. Bahrambeygui

/s/ JEFFREY R. FISHER

Director

October 30, ~~2024~~2025

Jeffrey R. Fisher

/s/ GORDON H. HANSON

Director

October 30, ~~2024~~2025

Gordon H. Hanson

/s/ BEATRIZ V. INFANTE

Director

October 30, ~~2024~~2025

Beatriz V. Infante

/s/ LEON C. JANKS

Director

October 30, ~~2024~~2025

Leon C. Janks

/s/ PATRICIA MÁRQUEZ

Director

October 30, ~~2024~~2025

Patricia Márquez

/s/ DAVID N. PRICE

Director

October 30, 2024

/s/ JOHN D. THELAN

Director

October 30, 2025

David N. Price

/s/ JOHN D. THELAN

Director

October 30, 2024

John D. Thelan

/s/ EDGAR A. ZURCHER

Director

October 30, ~~2024~~2025

Edgar A. Zurcher

6765

Table of Contents

PRICESMART, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			F-2
Consolidated Balance Sheets as of August 31, 2024 and 2023			F-4
Consolidated Balance Sheets as of August 31, 2025 and 2024			F-4
Consolidated Statements of Income for each of the three years in the period ended August 31, 2024			F-5
Consolidated Statements of Income for each of the three years in the period ended August 31, 2025			F-5
Consolidated Statements of Comprehensive Income for each of the three years in the period ended August 31, 2024			F-6
Consolidated Statements of Comprehensive Income for each of the three years in the period ended August 31, 2025			F-6
Consolidated Statements of Equity for each of the three years in the period ended August 31, 2024			F-7
Consolidated Statements of Equity for each of the three years in the period ended August 31, 2025			F-7
Consolidated Statements of Cash Flows for each of the three years in the period ended August 31, 2024			F-8
Consolidated Statements of Cash Flows for each of the three years in the period ended August 31, 2025			F-8
Notes to Consolidated Financial Statements			F-10

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

~~The~~To the Stockholders and the Board of Directors ~~and Stockholders~~ of PriceSmart, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PriceSmart, Inc. (the Company) as of August 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended August 31, ~~2024~~2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended August 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 31, ~~2024~~2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 30, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Table of Contents

Uncertain Tax Positions and Income Tax and VAT Receivables
Description of the Matter						As discussed in Note 2 and in Note 10 to the consolidated financial statements, the Company pays Value Added Tax (“VAT”) or similar indirect taxes, income taxes, and other taxes within the normal course of the Company’s business in the United States and numerous foreign jurisdictions. The different interpretations of sometimes complex tax regulations create uncertainty and necessitate the use of significant judgment in the determination of the Company’s ~~uncertain~~income and other tax ~~positions~~liabilities and the recoverability of both income tax and VAT receivables. As of August 31, ~~2024~~2025, the Company had $65.05 million accrued for ~~uncertain~~potential income and other tax ~~positions~~liabilities and had income tax and VAT receivables of $4348.84 million and $3435.28 million, respectively. Auditing the recognition and measurement of the Company’s uncertain tax positions and recoverability of income tax and VAT receivables was challenging because the evaluation of the various tax positions can be complex, ~~highly~~require ~~judgmental~~significant judgment and ~~based~~involve on international tax laws, interpretations and legal rulings which can vary significantly between the countries in which the Company has operations.
How We Addressed theMatter in Our Audit						We tested controls over the Company’s process to assess the technical merits of its uncertain tax positions and income tax and VAT receivables, including management’s process to measure the uncertain tax positions, and evaluate the recoverability of the receivables. For example, we tested controls over management’s review of the uncertain tax positions and the significant assumptions surrounding more-likely-than-not conclusions, as well as controls over management’s review of the income tax and VAT receivables and the significant assumptions surrounding the recoverability of such. We involved our international and other tax professionals to assist in our assessment of the technical merits of certain of the Company’s tax positions and the Company’s understanding and documentation of the respective international laws and regulations related to recoverability of income tax and VAT receivables. Depending on the nature of the specific tax position and, as applicable, developments with the relevant tax authorities, our procedures included obtaining and reviewing the Company’s correspondence with such tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. We used our knowledge of and experience with the application of international and other tax laws by the relevant income tax authorities to evaluate the Company’s accounting for its tax positions and receivables. We evaluated developments in the applicable regulatory environments to assess potential effects on the Company’s positions, including searching for contrary evidence. We considered the Company’s historical experiences with the different taxing authorities and their historical results in evaluating and concluding on the likely impact of different tax cases. In this manner, we analyzed the Company’s assumptions used to determine the tax positions and recoverability of the receivables.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1997.

San Diego, California

October 30, ~~2024~~2025

F-3

Table of Contents

PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

	August 31,
	2024		2023
	2025		2024
ASSETS
Current Assets:
Cash and cash equivalents	$	~~125~~241,~~364~~024	$	~~239~~125,~~984~~364
Short-term restricted cash	111,~~383~~061		21,~~865~~383
Short-term investments	~~100~~73,~~165~~186		91100,~~081~~165
Receivables, net of allowance for credit losses of $52 as of August 31, 2024 and $67 as of August 31, 2023, respectively	18,847		17,904
Receivables, net of allowance for credit losses of $2 as of August 31, 2025 and $52 as of August 31, 2024, respectively	17,400		18,847
Merchandise inventories	~~528~~560,~~678~~730		~~471~~528,~~407~~678
Prepaid expenses and other current assets (includes $4,480 and $0 as of August 31, 2024 and August 31, 2023, respectively, for the fair value of derivative instruments)	57,910		53,866
Prepaid expenses and other current assets (includes $0 and $4,480 as of August 31, 2025 and August 31, 2024, respectively, for the fair value of derivative instruments)	71,059		57,910
Total current assets	~~832~~974,~~347~~460		~~877~~832,~~107~~347
Long-term restricted cash	933,~~564~~206		9,~~353~~564
Property and equipment, net	~~936~~996,~~108~~281		~~850~~936,~~328~~108
Operating lease right-of-use assets, net	96113,~~415~~479		~~114~~96,~~201~~415
Goodwill	43,~~197~~238		43,~~110~~197
Deferred tax assets	3641,~~618~~229		3236,~~039~~618
Other non-current assets (includes $1,482 and $7,817 as of August 31, 2024 and August 31, 2023, respectively, for the fair value of derivative instruments)	61,563		68,991
Other non-current assets (includes $701 and $1,482 as of August 31, 2025 and August 31, 2024, respectively, for the fair value of derivative instruments)	60,375		61,563
Investment in unconsolidated affiliates	6,~~882~~889		106,~~479~~882
Total Assets	$	2,~~022~~269,~~694~~157	$	2,~~005~~022,~~608~~694
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings	$	812,~~007~~286	$	8,~~679~~007
Accounts payable	~~485~~506,~~961~~949		~~453~~485,~~229~~961
Accrued salaries and benefits	4852,~~263~~478		4548,~~441~~263
Deferred income	3843,~~079~~061		3238,~~613~~079
Income taxes payable	67,~~516~~265		96,~~428~~516
Other accrued expenses and other current liabilities (includes $1,179 and $1,913 as of August 31, 2024 and August 31, 2023, respectively, for the fair value of derivative instruments)	50,035		57,273
Other accrued expenses and other current liabilities (includes $551 and $1,179 as of August 31, 2025 and August 31, 2024, respectively, for the fair value of derivative instruments)	57,627		50,035
Operating lease liabilities, current portion	7,~~370~~930		7,~~621~~370
Long-term debt, current portion	3538,~~917~~675		2035,~~193~~917
Total current liabilities	~~680~~726,~~148~~271		~~634~~680,~~477~~148
Deferred tax liability	1,~~644~~100		1,~~936~~644
Long-term income taxes payable, net of current portion	4,~~762~~424		54,~~045~~762
Long-term operating lease liabilities	~~103~~122,~~890~~244		~~122~~103,~~195~~890
Long-term debt, net of current portion	94147,~~443~~922		~~119~~94,~~487~~443
Other long-term liabilities (includes $2,100 and $3,321 for the fair value of derivative instruments and $12,742 and $12,105 for post-employment plans as of August 31, 2024 and August 31, 2023, respectively)	14,842		15,425
Other long-term liabilities (includes $6,196 and $2,100 for the fair value of derivative instruments and $13,628 and $12,742 for post-employment plans as of August 31, 2025 and August 31, 2024, respectively)	19,824		14,842
Total Liabilities	~~899~~1,~~729~~021,785		~~898~~899,~~565~~729
Stockholders' Equity:
Common stock $0.0001 par value, 45,000,000 shares authorized; 32,570,858 and 31,934,900 shares issued and 30,635,556 and 30,976,941 shares outstanding (net of treasury shares) as of August 31, 2024 and August 31, 2023, respectively	3		3
Common stock $0.0001 par value, 45,000,000 shares authorized; 32,688,047 and 32,570,858 shares issued and 30,745,833 and 30,635,556 shares outstanding (net of treasury shares) as of August 31, 2025 and August 31, 2024, respectively	3		3
Additional paid-in capital	~~514~~529,~~542~~354		~~497~~514,~~434~~542
Accumulated other comprehensive loss	(~~164~~161,~~590~~439)		(~~163~~164,~~992~~590)
Retained earnings	~~890~~999,~~272~~426		~~817~~890,~~559~~272
Less: treasury stock at cost, 1,935,302 shares as of August 31, 2024 and 957,959 shares as of August 31, 2023	(117,262)		(43,961)
Less: treasury stock at cost, 1,942,214 shares as of August 31, 2025 and 1,935,302 shares as of August 31, 2024	(119,972)		(117,262)
Total Stockholders' Equity	1,~~122~~247,~~965~~372		1,~~107~~122,~~043~~965
Total Liabilities and Equity	$	2,~~022~~269,~~694~~157	$	2,~~005~~022,~~608~~694

See accompanying notes.

F-4

Table of Contents

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF INCOME

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

Years Ended August 31,

2024

2023

2022

2025

2024

2023

Revenues:

Net merchandise sales

45,~~783~~151,~~119~~120

4,~~300~~783,~~706~~119

34,~~944~~300,~~817~~706

Export sales

3915,~~438~~235

3139,~~741~~438

4531,~~217~~741

Membership income

7585,~~240~~573

6675,~~048~~240

6066,~~887~~048

Other revenue and income

1618,~~101~~166

1316,~~347~~101

1513,~~172~~347

Total revenues

45,~~913~~270,~~898~~094

4,~~411~~913,~~842~~898

4,~~066~~411,~~093~~842

Operating expenses:

Cost of goods sold:

Net merchandise sales

4,~~029~~341,~~490~~358

34,~~622~~029,~~354~~490

3,~~340~~622,~~062~~354

Export sales

3714,~~484~~364

3037,~~157~~484

4330,~~074~~157

Non-merchandise

—

1,809

Selling, general and administrative:

Warehouse club and other operations

~~466~~498,~~457~~409

~~417~~466,~~272~~457

~~378~~417,~~161~~272

General and administrative

~~156~~179,~~385~~859

~~134~~156,~~783~~385

~~133~~134,~~185~~783

Reserve for AMT settlement

—

~~7,179~~—

—7,179

Separation costs associated with Chief Executive Officer departure

—

~~7,747~~—

—7,747

Pre-opening expenses

~~970~~1,127

~~1,432~~970

1,~~471~~432

Asset impairment and closure costs

—

~~5,658~~—

—5,658

Loss on disposal of assets

2,~~168~~467

~~744~~2,168

~~1,265~~744

Total operating expenses

45,~~692~~037,~~954~~584

4,~~227~~692,~~326~~954

34,~~899~~227,~~027~~326

Operating income

~~220~~232,~~944~~510

~~184~~220,~~516~~944

~~167~~184,~~066~~516

Other expense:

Other income (expense):

Interest income

1110,~~049~~139

911,~~871~~049

29,~~201~~871

Interest expense

(1211,~~959~~515)

(1112,~~020~~959)

(911,~~611~~020)

Other expense, net

(1724,~~607~~636)

(1417,~~156~~607)

(314,~~235~~156)

Total other expense

(1926,~~517~~012)

(1519,~~305~~517)

(1015,~~645~~305)

Income before provision for income taxes and income (loss) of unconsolidated affiliates

~~201~~206,~~427~~498

~~169~~201,~~211~~427

~~156~~169,~~421~~211

Provision for income taxes

(6258,~~618~~617)

(5962,~~951~~618)

(5159,~~858~~951)

Income (loss) of unconsolidated affiliates

666

~~(55)~~66

(1055)

Net income

~~138,875~~$

147,887

~~109,205~~$

138,875

~~104,553~~$

109,205

Less: Net income attributable to noncontrolling interest

—

(19)

Net income per share available for distribution:

Net income attributable to PriceSmart, Inc.

138,875

109,205

104,534

Basic

4.82

4.57

3.51

Net income attributable to PriceSmart, Inc. per share available for distribution:

Diluted

4.82

4.57

3.50

Basic

4.57

3.51

3.38

Diluted

4.57

3.50

3.38

Shares used in per share computations:

Basic

30,~~032~~056

30,~~763~~032

30,~~591~~763

Diluted

30,~~032~~063

30,~~786~~032

30,~~600~~786

Dividends per share

21.1626

02.9216

0.8692

See accompanying notes.

F-5

Table of Contents

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(AMOUNTS IN THOUSANDS)

	Years Ended August 31,
	2024		2023		2022
	2025		2024		2023
Net income	$	~~138~~147,~~875~~887	$	~~109~~138,~~205~~875	$	~~104~~109,~~553~~205
Less: Net income attributable to noncontrolling interest	—		—		(19)
Net income attributable to PriceSmart, Inc.	$	138,875	$	109,205	$	104,534
Other Comprehensive Income, net of tax:
Foreign currency translation adjustments (1)	~~693~~3,879		~~33,708~~693		~~(19~~33,~~034)~~708
Defined benefit pension plan:
Net gain (loss) arising during period	~~501~~275		~~(1,819)~~501		(~~341~~1,819)
Amortization of prior service cost and actuarial gains included in net periodic pensions cost	~~397~~271		~~148~~397		~~127~~148
Total defined benefit pension plan	~~898~~546		~~(1,671)~~898		(~~214~~1,671)
Derivative instruments:(2)
Unrealized gains (losses) on change in derivative obligations	~~(566)~~3,872		~~6,000~~(566)		(46,~~021)~~000
Unrealized gains (losses) on change in fair value of interest rate swaps	(1,623)		(9,177)		10,191
Unrealized losses on change in fair value of interest rate swaps	(8,106)		(1,623)		(9,177)
Amounts reclassified from accumulated other comprehensive income to other expense, net for settlement of derivatives	—2,960		~~2,734~~—		—2,734
Total derivative instruments	(21,~~189~~274)		(~~443~~2,189)		~~6,170~~(443)
Other comprehensive income (loss)	~~(598)~~3,151		~~31,594~~(598)		~~(13~~31,~~078)~~594
Comprehensive income	~~138,277~~$	151,038	~~140,799~~$	138,277	~~91,456~~$	140,799
Less: Comprehensive income attributable to noncontrolling interest	—		—		3
Comprehensive income attributable to PriceSmart, Inc.	$	138,277	$	140,799	$	91,453

(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 ~~permanently~~indefinite ~~reinvested for any jurisdiction where distribution from a foreign affiliate would cause additional tax cost~~ 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)Refer to “Note 13 - Derivative Instruments and Hedging Activities.”

See accompanying notes.

F-6

Table of Contents

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(AMOUNTS IN THOUSANDS)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock			~~Total Stockholders' Equity Attributable toPriceSmart, Inc.~~		~~Non-controllingInterest~~		Total Equity
	Shares	Amount								Shares	Amount
Balance at August 31, 2021	31,468	$	3	$	465,015	$	(182,508)	$	658,919	713	$	(26,084)	$	915,345	$	869	$	916,214
Balance at August 31, 2022	31,698	$	3	$	481,406	$	(195,586)	$	736,894	793	$	(31,644)					$	991,073
Purchase of treasury stock	—	—		—		—		—		88172	(612,~~259~~863)		~~(6,259)~~		—		(612,~~259~~863)
Issuance of treasury stock	(87)	—		(~~699~~546)		—		—		(87)	~~699~~546		—		—		—
Issuance of restricted stock awards	~~247~~319	—		—		—		—		—	—		—		—		—
Forfeiture of restricted stock awards	(975)	—		—		—		—		—	—		—		—		—
Stock-based compensation	—	—		16,~~803~~574		—		—		—	—		~~16,803~~		—		16,~~803~~574
Dividend paid to stockholders	—	—		—		—		(26,559)		—	—		(26,559)		—		(26,559)
Dividends paid to stockholders	—	—		—		—		(28,540)		—	—						(28,540)
Net income	—	—		—		—		~~104~~109,~~534~~205		—	—		~~104,534~~		19		~~104~~109,~~553~~205
Other comprehensive income (loss)	—	—		—		(13,078)		—		—	—		(13,078)		3		(13,075)
Other comprehensive income	—	—		—		31,594		—		—	—						31,594
Sale of Aeropost stock	—	—		287		—		—		—	—		287		(891)		(604)
Balance at August 31, 2023	31,935	$	3	$	497,434	$	(163,992)	$	817,559	958	$	(43,961)					$	1,107,043
Balance at August 31, 2022	31,698	$	3	$	481,406	$	(195,586)	$	736,894	793	$	(31,644)	$	991,073	$	—	$	991,073
Purchase of treasury stock	—	—		—		—		—		980	(73,486)						(73,486)
Purchase of treasury stock	—	—		—		—		—		172	(12,863)		(12,863)		—		(12,863)
Issuance of treasury stock	(3)	—		(185)		—		—		(3)	185						—
Issuance of treasury stock	(7)	—		(546)		—		—		(7)	546		—		—		—
Issuance of restricted stock awards	671	—		—		—		—		—	—						—
Issuance of restricted stock awards	319	—		—		—		—		—	—		—		—		—
Forfeiture of restricted stock awards	(32)	—		—		—		—		—	—						—
Forfeiture of restricted stock awards	(75)	—		—		—		—		—	—		—		—		—
Stock-based compensation	—	—		17,293		—		—		—	—						17,293
Stock-based compensation	—	—		16,574		—		—		—	—		16,574		—		16,574
Dividends paid to stockholders	—	—		—		—		(66,162)		—	—						(66,162)
Dividend paid to stockholders	—	—		—		—		(28,540)		—	—		(28,540)

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