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Form 8-K

sec.gov

8-K — PRICESMART INC

Accession: 0001041803-26-000041

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0001041803

SIC: 5331 (RETAIL-VARIETY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — psmt-20261026.htm (Primary)

EX-99.1 (psmt-20260831xexx991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: psmt-20261026.htm · Sequence: 1

psmt-20261026

0001041803FALSE00010418032026-10-262026-10-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2026

PriceSmart, Inc.

(Exact name of registrant as specified in its charter)

Delaware 000-22793 33-0628530

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

9797 Aero Drive, Suite 100

San Diego, CA 92123

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (858) 404-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, $0.0001 par value PSMT NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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

Item 2.02. Results of Operations and Financial Condition.

On October 26, 2026, PriceSmart, Inc. issued a press release regarding the results of operations for its fourth quarter ended August 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein shall be deemed “furnished” and not “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section.

Item 9.01. Exhibits.

(d)The following exhibit is furnished herewith:

Exhibit

No. Description

99.1

Press Release of PriceSmart, Inc. dated October 26, 2026.

104 The cover page from this Current report on Form 8-K, formatted in Inline XBRL.

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 hereunto duly authorized.

Date: October 26, 2026 /s/ GUALBERTO HERNANDEZ

Gualberto Hernandez

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit

Number Description

99.1

Press Release of PriceSmart, Inc. dated October 26, 2026.

104 The cover page from this Current report on Form 8-K, formatted in Inline XBRL.

EX-99.1

EX-99.1

Filename: psmt-20260831xexx991.htm · Sequence: 2

Document

PRICESMART ANNOUNCES FISCAL 2026 FOURTH QUARTER OPERATING RESULTS AND OPENING OF THIRD CLUB IN JAMAICA

NET MERCHANDISE SALES GREW 13.8%

COMPARABLE NET MERCHANDISE SALES INCREASED 12.2%

$1.21 EARNINGS PER DILUTED SHARE

San Diego, CA (October 26, 2026) - PriceSmart, Inc. ("PriceSmart", the "Company," “we”, or “our”) (NASDAQ: PSMT), operator of 59 warehouse clubs in 12 countries and one U.S. territory, today announced results for the fiscal fourth quarter of 2026, which ended on August 31, 2026.

Fourth Quarter Financial Results

Total revenues for the fourth quarter of fiscal year 2026 increased 13.9% to $1.52 billion compared to $1.33 billion in the same period of the prior year. For the fourth quarter of fiscal year 2026, net merchandise sales increased 13.8% to $1.48 billion from $1.30 billion in the fourth quarter of fiscal year 2025. Net merchandise sales - constant currency increased 7.8% over the comparable prior year period. Foreign currency exchange rate fluctuations impacted net merchandise sales positively by $78.5 million, or 6.0%, versus the same period in the prior year.

The Company had 58 warehouse clubs in operation as of August 31, 2026 compared to 56 warehouse clubs in operation as of August 31, 2025.

Comparable net merchandise sales for the 55 warehouse clubs that have been open for greater than 13 ½ calendar months increased 12.2% for the 13-week period ended August 30, 2026 compared to the comparable 13-week period of the prior year. Comparable net merchandise sales - constant currency for the 13 weeks ended August 30, 2026 increased 6.2% compared to the comparable period of the prior year. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales positively by 6.0% versus the same period in prior year.

The Company recorded operating income of $57.0 million during the fourth quarter of fiscal year 2026 compared to operating income of $52.8 million in the fourth quarter of fiscal year 2025. Net income increased 19.3% to $37.6 million, or $1.21 per diluted share, in the fourth quarter of fiscal year 2026 compared to $31.5 million, or $1.02 per diluted share, in the fourth quarter of fiscal year 2025.

Adjusted EBITDA for the fourth quarter of fiscal year 2026 was $83.5 million compared to $75.5 million in the same period last year.

Year-to-Date Financial Results

Total revenues for the fiscal year ended August 31, 2026 increased 11.5% to $5.88 billion compared to $5.27 billion in the prior year. For fiscal year 2026, net merchandise sales increased 11.7% to $5.75 billion from $5.15 billion in the prior year. Net merchandise sales - constant currency increased 8.4% over the prior year. Foreign currency exchange rate fluctuations impacted net merchandise sales positively by $170.6 million, or 3.3%, versus the same period in the prior year.

Comparable net merchandise sales for the 55 warehouse clubs that have been open for greater than 13 ½ calendar months increased 9.6% for the 52-week period ended August 30, 2026 compared to the comparable 52-week period of the prior year. Comparable net merchandise sales - constant currency for the 52 weeks ended August 30, 2026 increased 6.4%. Foreign currency exchange rate fluctuations impacted comparable net merchandise sales positively by 3.2% versus the comparable period in the prior year.

The Company recorded operating income during fiscal year 2026 of $261.0 million compared to operating income of $232.5 million in the prior year. Net income increased 12.6% to $166.6 million, or $5.40 per diluted share, in fiscal year 2026 compared to $147.9 million, or $4.82 per diluted share in the prior year.

Adjusted EBITDA for fiscal year 2026 was $360.5 million compared to $320.7 million in fiscal year 2025.

New Club Opening

The Company opened its third warehouse club in Jamaica in October 2026. The new warehouse club occupies a five-acre site in Montego Bay, approximately 100 miles west of the nearest club in the capital of Kingston and has a sales floor of approximately 42,000 square feet. The club features several sustainable design features, including solar panels, energy-efficient LED lighting, a CO2-based cooling system and high-efficiency mechanical equipment designed to reduce energy consumption.

Once the four other previously announced clubs are open, the Company will operate 63 warehouse clubs.

Note Regarding Non-GAAP (Generally Accepted Accounting Principles) Financial Measures

The foregoing discussion of the Company’s operating results includes references to adjusted EBITDA, net merchandise sales - constant currency and comparable net merchandise sales - constant currency, which are non-GAAP financial measures. We believe these supplemental measures are useful to investors and analysts because they exclude items that we do not believe are indicative of our core operating performance. These non-GAAP financial measures are defined and reconciled to the most comparable GAAP measures later in this document.

Conference Call Information

PriceSmart management will host a conference call at 12:00 p.m. Eastern time (9:00 a.m. Pacific time) on Tuesday, October 27, 2026, to discuss the financial results. Individuals interested in participating in the conference call may do so by dialing toll free +1 (833) 461-5787 for domestic callers or +1 (626) 884-3620 for international callers. Callers must then enter the passcode 419 902 549 on their keypad and ask to join the PriceSmart earnings call. A digital replay will be available shortly following the conclusion of the call through Tuesday, November 3, 2026 by dialing +1 (833) 309-1852 for domestic callers, or +1 (929) 828-5978 for international callers, and entering replay passcode 419 902 549.

About PriceSmart

PriceSmart, headquartered in San Diego, 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 PriceSmart Members. PriceSmart operates 59 warehouse clubs in 12 countries and one U.S. territory (ten each in Colombia and Costa Rica; seven each in Panama and Guatemala; six in Dominican Republic; four each in Trinidad and El Salvador; three each in Jamaica and Honduras; two in Nicaragua; and one each in Aruba, Barbados and the United States Virgin Islands). In addition, the Company plans to open one new warehouse club on South Camp Road (Kingston), Jamaica in December of 2026, one warehouse club in Villa Nueva, Guatemala in late winter of 2027, one warehouse club in Santo Tomas de Santo Domingo (Heredia), Costa Rica in the spring of 2027, and one warehouse in Comuna Las Condes, Santiago, Chile in the spring of 2027. Once these four new clubs are open, the Company will operate 63 warehouse clubs. Our operating segments are currently the United States, Central America, the Caribbean and Colombia.

This press release may contain forward-looking statements concerning PriceSmart, Inc.'s ("PriceSmart", the "Company", “our” or "we") anticipated future revenues and earnings, adequacy of future cash flows, future dividends, 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: various political, economic and compliance risks associated with our international operations, adverse changes in economic conditions in our markets, natural disasters, volatility in currency exchange rates and illiquidity of certain local currencies in our markets, competition, consumer and small business spending patterns, political instability, increased costs associated with the integration of online commerce with our traditional business, whether the Company can successfully execute strategic initiatives, our reliance on third party service providers, including those who support transaction and payment processing, data security and other technology services, cybersecurity breaches that could cause disruptions in our systems or jeopardize the security of Member, employee or business information, cost increases from product and service providers, interruption of supply chains, exposure to product liability claims and product recalls, recoverability of moneys owed to PriceSmart from governments, and other important factors discussed in the Risk Factors section of the Company's most recent Annual Report on Form 10-K, and other factors discussed from time to time in other filings with the SEC, which are accessible on the SEC's website at www.sec.gov, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date that they are made, and the Company does not undertake to update them, 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 considers to be immaterial.

For further information, please contact Investor Relations by sending an email to ir@pricesmart.com.

PRICESMART, INC.

CONSOLIDATED STATEMENTS OF INCOME

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

Three Months Ended Years Ended

August 31, 2026 August 31, 2025 August 31, 2026 August 31, 2025

Revenues:

Net merchandise sales $ 1,482,781  $ 1,302,709  $ 5,753,805  $ 5,151,120

Export sales 1,005  640  2,128  15,235

Membership income 27,197  22,602  100,785  85,573

Other revenue and income 5,291  5,024  19,606  18,166

Total revenues 1,516,274  1,330,975  5,876,324  5,270,094

Operating expenses:

Cost of goods sold:

Net merchandise sales 1,248,504  1,098,466  4,835,798  4,341,358

Export sales 958  594  2,037  14,364

Selling, general and administrative:

Warehouse club and other operations 147,411  130,577  562,992  498,409

General and administrative 58,973  47,190  209,428  179,859

Pre-opening expenses 663  510  1,289  1,127

Loss on disposal of assets 2,736  888  3,763  2,467

Total operating expenses 1,459,245  1,278,225  5,615,307  5,037,584

Operating income 57,029  52,750  261,017  232,510

Other income (expense):

Interest income 3,296  2,698  13,136  10,139

Interest expense (4,538) (3,520) (16,767) (11,515)

Other expense, net (5,609) (5,586) (29,688) (24,636)

Total other expense (6,851) (6,408) (33,319) (26,012)

Income before provision for income taxes and income of unconsolidated affiliates 50,178  46,342  227,698  206,498

Provision for income taxes (12,540) (14,820) (61,112) (58,617)

Income of unconsolidated affiliates —  19  —  6

Net income $ 37,638  $ 31,541  $ 166,586  $ 147,887

Net income per share available for distribution:

Basic $ 1.21  $ 1.02  $ 5.40  $ 4.82

Diluted $ 1.21  $ 1.02  $ 5.40  $ 4.82

Shares used in per share computations:

Basic 30,244 30,072 30,221 30,056

Diluted 30,279 30,087 30,244 30,063

PRICESMART, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

August 31,

2026 August 31,

2025

ASSETS

Current Assets:

Cash and cash equivalents $ 220,788  $ 241,024

Short-term restricted cash 12,911  11,061

Short-term investments 111,413  73,186

Receivables, net 16,633  17,400

Merchandise inventories 617,241  560,730

Prepaid expenses and other current assets (includes $563 and $0 as of August 31, 2026 and August 31, 2025, respectively, for the fair value of derivative instruments)

79,970  71,059

Total current assets 1,058,956  974,460

Long-term restricted cash 31,020  33,206

Property and equipment, net 1,182,656  996,281

Operating lease right-of-use assets, net 128,613  113,479

Goodwill 43,286  43,238

Deferred tax assets 59,847  41,229

Other non-current assets (includes $179 and $701 as of August 31, 2026 and August 31, 2025, respectively, for the fair value of derivative instruments)

98,549  60,375

Investment in unconsolidated affiliates —  6,889

Total Assets $ 2,602,927  $ 2,269,157

LIABILITIES AND EQUITY

Current Liabilities:

Short-term borrowings $ 1,861  $ 12,286

Accounts payable 559,336  506,949

Accrued salaries and benefits 64,082  52,478

Deferred income 52,216  43,061

Income taxes payable 7,854  7,265

Other accrued expenses and other current liabilities (includes $19,425 and $551 as of August 31, 2026 and August 31, 2025, respectively, for the fair value of derivative instruments)

97,001  57,627

Operating lease liabilities, current portion 7,851  7,930

Long-term debt, current portion 64,591  38,675

Total current liabilities 854,792  726,271

Long-term income taxes payable, net of current portion 2,965  4,424

Long-term operating lease liabilities 138,816  122,244

Long-term debt, net of current portion 102,954  147,922

Other long-term liabilities (includes $10,074 and $6,196 for the fair value of derivative instruments and $14,879 and $13,628 for post-employment plans as of August 31, 2026 and August 31, 2025, respectively) 48,050  20,924

Total Liabilities 1,147,577  1,021,785

Stockholders' Equity:

Common stock $0.0001 par value, 45,000,000 shares authorized; 32,814,083 and 32,688,047 shares issued and 30,855,604 and 30,745,833 shares outstanding (net of treasury shares) as of August 31, 2026 and August 31, 2025, respectively

3  3

Additional paid-in capital 549,314  529,354

Accumulated other comprehensive loss (91,315) (161,439)

Retained earnings 1,123,033  999,426

Less: treasury stock at cost, 1,958,479 shares as of August 31, 2026 and 1,942,214 shares as of August 31, 2025

(125,685) (119,972)

Total Stockholders' Equity 1,455,350  1,247,372

Total Liabilities and Equity $ 2,602,927  $ 2,269,157

Reconciliation of Non-GAAP Financial Measures

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

Adjusted EBITDA

Adjusted EBITDA is defined as net income before interest expense, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including interest income and other income (expense), net. The following is a reconciliation of our Net income to Adjusted EBITDA for the periods presented:

Three Months Ended Years Ended

(Amounts in thousands) August 31,

2026 August 31,

2025 August 31,

2026 August 31,

2025

Net income as reported

$ 37,638  $ 31,541  $ 166,586  $ 147,887

Adjustments:

Interest expense 4,538  3,520  16,767  11,515

Provision for income taxes 12,540  14,820  61,112  58,617

Depreciation and amortization 26,475  22,775  99,502  88,161

Interest income (3,296) (2,698) (13,136) (10,139)

Other expense, net (1)

5,609  5,586  29,688  24,636

Adjusted EBITDA $ 83,504  $ 75,544  $ 360,519  $ 320,677

(1)    Primarily consists of transaction costs of converting local currencies into available tradable currencies in some of our countries with liquidity issues and foreign currency losses or gains due to the revaluation of monetary assets and liabilities (primarily U.S. dollars) for the three and twelve months ended August 31, 2026 and August 31, 2025.

Net Merchandise Sales - Constant Currency and Comparable Net Merchandise Sales – Constant Currency

As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. The translation of the operations of our foreign-based entities from their local currencies into U.S. dollars is sensitive to changes in foreign currency exchange rates and can have a significant impact on our reported financial results. We believe that constant currency is a useful measure, indicating the actual growth of our operations. When we use the term "net merchandise sales - constant currency," it means that we have translated current year net merchandise sales at prior year monthly average exchanges rates. Net merchandise sales - constant currency results exclude the effects of foreign currency translation. Similarly, when we use the term "comparable net merchandise sales - constant currency," it means that we have translated current year comparable net merchandise sales at prior year monthly average exchanges rates. Comparable net merchandise sales - constant currency results exclude the effects of foreign currency translation.

Net merchandise sales growth rate on a net merchandise sales - constant currency basis is calculated as follows:

August 31, 2026

Three Months Ended Year Ended

(Amounts in thousands, except % growth) Net Merchandise Sales % Growth Net Merchandise Sales % Growth

Net merchandise sales $ 1,482,781  13.8  % $ 5,753,805 11.7  %

Favorable impact of foreign currency exchange 78,460  6.0  % 170,557 3.3  %

Net merchandise sales on a constant-currency basis $ 1,404,321  7.8  % $ 5,583,248 8.4  %

Comparable net merchandise sales growth rate on a net merchandise sales - constant currency basis is calculated as follows:

August 30, 2026

Thirteen Weeks Ended

Fifty-Two Weeks Ended

% Growth % Growth

Comparable net merchandise sales

12.2  % 9.6  %

Favorable impact of foreign currency exchange 6.0  % 3.2  %

Comparable net merchandise sales on a constant-currency basis

6.2  % 6.4  %

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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