PRICESMART INC

PriceSmart, Inc. operates U.S.-style membership shopping warehouse clubs in Latin America and the Caribbean, selling high quality merchandise and services at low prices to its Members. As of August 31, 2025, the Company had 56 warehouse clubs in operation in 12 countries and one U.S. territory (ten in Colombia; nine in Costa Rica; seven each in Panama and Guatemala; five in Dominican Republic; four each in Trinidad and El Salvador; three in Honduras; two each in Nicaragua and Jamaica; and one each in Aruba, Barbados and the United States Virgin Islands). The Company is continuing to advance its planned expansion into Chile, which it has identified as a potential market for multiple PriceSmart warehouse clubs. The Company sources approximately half of its merchandise from suppliers within Latin America and the Caribbean, with the balance sourced throughout the rest of the world.

The Company does not currently face direct competition from U.S. membership warehouse club operators in the countries in which it operates and in Chile. However, it faces 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. The Company also faces competition from online retailers, such as AmazonGlobal and Mercado Libre in South America, and last-mile delivery services. The Company believes membership promotes Member loyalty, and membership fees contribute to its ability to operate on lower margins than conventional retailers and wholesalers. Membership fees were equal to approximately 1.7% of net merchandise sales and 36.8% of operating income in fiscal year 2025 ¹.

The Company generates revenue primarily through net merchandise sales, membership income, export sales, and other revenue and income. Membership income is recognized ratably over the 12-month term of the membership. The Company offers three types of memberships: Diamond, Business and Platinum. The annual fee for a Diamond Membership in most markets as of August 31, 2025 was approximately $40 ² (excluding tax). The annual fee for a Platinum Membership in most markets is approximately $80 ³ (excluding tax). The Platinum Membership provides Members with a 2% rebate on most items, up to an annual maximum of $500 ⁴. Platinum Membership accounts were 17.9% of the total membership base as of August 31, 2025 ⁵, an increase from 12.3% as of August 31, 2024 ⁶. The trailing twelve-month renewal rate was 88.8% for the fiscal year ended August 31, 2025 ⁷ and 87.9% for the fiscal year ended August 31, 2024 ⁸.

The Company offers merchandise and services in the following categories: Consumables, representing approximately 47% of net merchandise sales ⁹; Fresh Foods, representing approximately 31% of net merchandise sales ¹⁰; Hardlines, including electronics, large and small appliances, automotive, hardware, sporting goods, and seasonal products, representing approximately 11% of net merchandise sales ¹¹; Softlines, including clothing, domestics and home furnishing products, representing approximately 6% of net merchandise sales ¹²; Food Service and Bakery, representing approximately 4% of net merchandise sales ¹³; and Health Services, including optical, audiology and pharmacy, representing approximately 1% of net merchandise sales ¹⁴. As of August 31, 2025, the Company had 55 optical locations ¹⁵, 22 pharmacies ¹⁶ and 30 audiology locations open ¹⁷. In fiscal year 2025, private label sales represented 28.1% of total merchandise sales ¹⁸, up from 27.6% for fiscal year 2024 ¹⁹. Digital channel sales reached $306.7 million ²⁰ in fiscal year 2025, a 21.6% increase year-over-year ²¹, representing 6.0% of total net merchandise sales ²².

During fiscal year 2025, the Company opened its ninth warehouse club in Costa Rica in April 2025 and its seventh warehouse club in Guatemala in August 2025. In the third quarter of fiscal year 2025, the Company purchased land for its sixth warehouse club in the Dominican Republic, located in La Romana, which is anticipated to open in the spring of 2026. In the first quarter of fiscal year 2026, the Company purchased land for its third warehouse club in Jamaica, located in Montego Bay, anticipated to open in the summer of 2026, and executed a land lease for its fourth warehouse club in Jamaica, located on South Camp Road, anticipated to open in the fall of 2026. The Company also entered into a lease agreement to relocate its Miraflores club in Guatemala, which is expected to relocate in the second half of calendar year 2026. In July 2025, the Company announced its plans to expand into Chile. During the fourth quarter of fiscal year 2025, the Company entered into loan agreements in the United States as well as its Trinidad and Guatemala subsidiaries for $92.9 million ²³. In July 2025, the Company entered into financing transactions to provide its Trinidad subsidiary with additional U.S. dollar liquidity. The Company repurchased 72,284 ²⁴ shares of common stock for $6.7 million ²⁵ related to employee tax withholding obligations during fiscal year 2025. The Company did not repurchase shares under a share repurchase program during fiscal year 2025. On February 6, 2025, the Company's Board of Directors declared an annual cash dividend in the total amount of $1.26 per share ²⁶, with $0.63 per share ²⁷ paid on February 28, 2025 and $0.63 per share ²⁸ paid on August 29, 2025.

Total revenues for fiscal year 2025 were $5,270,094,000 ²⁹, an increase of 7.2% ³⁰ over the prior year. Net merchandise sales were $5,151,120,000 ³¹, an increase of 7.7% ³² over the prior year. Net merchandise sales on a constant currency basis increased 8.5% ³³ over the prior year. Comparable net merchandise sales for the 52 weeks ended August 31, 2025 increased 6.7% ³⁴, and comparable net merchandise sales on a constant currency basis increased 7.5% ³⁵. Membership income increased 13.7% ³⁶ to $85,573,000 ³⁷. Total gross margin was $809,762,000 ³⁸, an increase of 7.4% ³⁹ over the prior year, and merchandise gross profits as a percent of net merchandise sales decreased to 15.7% ⁴⁰ from 15.8% ⁴¹ compared to the prior year. Operating income was $232,510,000 ⁴², an increase of 5.2% ⁴³ compared to fiscal year 2024. Net income for fiscal year 2025 was $147,887,000 ⁴⁴, or $4.82 per diluted share ⁴⁵, compared to $138,875,000 ⁴⁶, or $4.57 per diluted share ⁴⁷, for fiscal year 2024. Adjusted EBITDA for fiscal year 2025 was $320,677,000 ⁴⁸ compared to $303,621,000 ⁴⁹ in the prior year.

The Company is focused on three major drivers of growth: investing in adding new PriceSmart locations, expanding into new markets, remodeling current PriceSmart clubs and opening more distribution centers; increasing membership value; and driving incremental sales via PriceSmart.com and enhanced digital and technological capabilities. The Company has acquired land for two new warehouse clubs and entered into a land lease for a third new warehouse club, which will be its sixth warehouse club in the Dominican Republic and its third and fourth warehouse clubs in Jamaica. Once these three new clubs are open, PriceSmart will operate 59 warehouse clubs in total. The Company is continuing to advance its planned expansion into Chile, having appointed a country general manager and entered into an executory agreement for a potential site for a new warehouse club in Chile. The Company expects to relocate its Miraflores club in Guatemala to a new location in the first half of calendar year 2027. The Company anticipates full implementation of distribution centers in China in the first half of fiscal year 2026. In fiscal year 2026, the Company plans to open PriceSmart-run distribution centers in Trinidad and Dominican Republic.

The Company increased the membership fee by $5 in all but one market during fiscal year 2024 and may consider further adjustments as member benefits and value continue to grow. Platinum Membership accounts were 17.9% of the total membership base as of August 31, 2025 ⁵⁰, an increase from 12.3% as of August 31, 2024 ⁵¹. The Company plans to continue to invest in the development of additional private label products under the "Member's Selection" brand. In fiscal year 2025, private label sales represented 28.1% of total merchandise sales ⁵², up from 27.6% for fiscal year 2024 ⁵³.

The Company is making significant investments in technology to improve the digital shopping experience and enhance operating efficiencies. The Company made substantial progress in its migration to the RELEX platform in fiscal year 2025 and expects to complete its implementation in fiscal year 2026. During the first quarter of fiscal 2026, the Company expects to finalize implementing a new point-of-sale system, Elera, a Toshiba product, in all of its English-speaking markets in the Caribbean, and in fiscal year 2026 will begin implementation in its Spanish speaking Central American markets. During fiscal year 2026, the Company will begin migrating its mobile application to fully native iOS and Android architectures. The Company is enhancing its distribution and logistics network through the opening of distribution centers in China and in each of its multi-club markets. The Company anticipates full implementation of its distribution center in China starting in the first quarter of fiscal year 2026. In the first quarter of fiscal year 2026, the Company adapted its distribution center in Panama to handle cold merchandise and began operation of a new dry distribution center in Guatemala. In fiscal year 2026, the Company plans to open PriceSmart-run distribution centers in Trinidad and Dominican Republic.

The Company will begin warehouse club and parking lot expansions and remodels in fiscal year 2026 at select clubs. The Company expects to relocate its Miraflores club in Guatemala to a new location in the first half of calendar year 2027. The Company expects to open its sixth warehouse club in the Dominican Republic in the spring of 2026, its third warehouse club in Jamaica in the summer of 2026, and its fourth warehouse club in Jamaica in the fall of 2026.

Capital expenditures were $158.1 million ⁵⁴ for the year ended August 31, 2025, with maintenance and growth expenditures of $82.1 million ⁵⁵ and $76.0 million ⁵⁶, respectively. Capital expenditures for fiscal year 2024 were $168.5 million ⁵⁷, with maintenance and growth expenditures of $72.3 million ⁵⁸ and $96.2 million ⁵⁹, respectively. The Company did not repurchase shares under a share repurchase program during fiscal year 2025. On February 6, 2025, the Company's Board of Directors declared an annual cash dividend in the total amount of $1.26 per share ⁶⁰, with $0.63 per share ⁶¹ paid on February 28, 2025 and $0.63 per share ⁶² paid on August 29, 2025. The declaration of future dividends is subject to final determination by the Board of Directors.

The Company faces risks from fluctuations in foreign currency exchange rates. For fiscal year 2025, approximately 80.1% of net merchandise sales were in foreign currencies ⁶³. Of those sales, 49.0% consisted of sales of products purchased in U.S. dollars ⁶⁴. The Company has experienced a lack of availability of U.S. dollars in certain markets (U.S. dollar illiquidity), particularly in Trinidad, where the balance of Trinidad dollar denominated cash and cash equivalents and short and long-term investments measured in U.S. dollars was $59.7 million ⁶⁵ as of August 31, 2025. The Company also faced U.S. dollar liquidity challenges in Honduras during fiscal year 2023 through much of fiscal year 2025. 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. The Company is vulnerable to changes in political and economic conditions, including the effects of tariffs and/or international trade wars and disruptions to remittances. Starting in January 2026, the U.S. government will impose a 1% tax on anyone sending money abroad.

The Company faces the risk of political instability, which has had significant effects on its business. Protestors set up roadblocks in Panama during October and November 2023 and again in the third quarter of fiscal year 2025, disrupting traffic to clubs. Roadblocks in Guatemala in October 2023 related to election protests also limited access to certain warehouse clubs. Civil unrest in Colombia in response to tax reform and austerity measures paralyzed significant portions of the country's infrastructure during the third quarter of fiscal year 2021. The Company also faces difficulties in the shipment of, and risks inherent in the importation of, merchandise to its warehouse clubs, including possible governmental restrictions on importation. In late May 2023, disputes with Nicaraguan customs and tax authorities resulted in delays in the issuance of importation clearance, resulting in the Company being unable to import merchandise into Nicaragua for several weeks in June 2023.

The Company's financial performance is heavily dependent on international operations, exposing it to risks including changes in laws and regulations, tariffs, trade restrictions, political instability, and volatility in foreign currency exchange rates. For fiscal year 2025, approximately 80.1% of net merchandise sales were in foreign currencies ⁶⁶, and the Company has experienced U.S. dollar illiquidity in Trinidad, with $59.7 million ⁶⁷ in Trinidad dollar-denominated cash and investments as of August 31, 2025. The Company faces significant competition from large international retailers like Walmart Inc. in Central America and Grupo Éxito in Colombia, as well as online retailers such as AmazonGlobal and Mercado Libre. The Company's profitability is vulnerable to cost increases, and it may not be able to adjust prices or increase comparable store sales enough to offset increased costs. The Company also faces risks related to its dependence on third-party suppliers, the failure to maintain its brand and reputation, and the failure to grow its e-commerce business. Additionally, the Company is subject to compliance risks related to its international operations, including anti-corruption laws, and could be subject to additional tax liabilities. A few stockholders own approximately 14.8% of the Company's voting stock as of August 31, 2025 ⁶⁸, which may impede a change in control.

Management's message emphasizes the Company's mission to provide an outstanding shopping experience with high quality, exciting merchandise and services at the lowest possible prices, and its purpose to improve the lives and businesses of Members, employees, and communities. The Company is focused on three major drivers of growth: investing in adding new PriceSmart locations, expanding into new markets, remodeling current PriceSmart clubs and opening more distribution centers; increasing membership value; and driving incremental sales via PriceSmart.com and enhanced digital and technological capabilities. Management highlights the Company's commitment to innovation, including the addition of optical, audiology, and pharmacy services, and significant investments in technology such as the RELEX platform and the new Elera point-of-sale system. The Company also emphasizes its human capital strategy, noting over 12,000 employees ⁶⁹ and a commitment to developing a diverse workforce, talent development, and employee well-being. Management believes the Company is well positioned to blend the excitement of its brick-and-mortar business with the convenience of online shopping and services.