Pricesmart (PSMT) 10-K: Business Changes Lead 26 October 2026 Filing Roundup

We are vulnerable to changes in political and economic conditions, including the effects of tariffs and/or international trade wars and disruptions to remittances. [No corresponding passage in the 2025 filing.] 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.

We are vulnerable to changes in political and economic conditions, including the effects of tariffs and/or international trade wars. The U.S. tariff landscape remains volatile: the Supreme Court struck down IEEPA-based tariffs in February 2026, prompting the administration to shift to a temporary Section 122 surcharge, then new Section 301 duties (10%–12.5%) on goods from about 80 countries, while existing Section 232 and other Section 301 tariffs remain in effect. Given this shifting legal and statutory landscape, we cannot predict what tariffs, duties, or reciprocal measures will be in effect at any given time, how long they will remain in place, or how other countries will respond, and this uncertainty may affect our operations and our ability to supply merchandise at reasonable prices at our warehouse clubs.

Our FVPIS spent over three decades in federal law enforcement working in cyber related roles. Properties At August 31, 2025, PriceSmart operated 56 membership warehouse clubs, as detailed below: Location Own land and building Lease land and/or building COLOMBIA SEGMENT Colombia 9 1 CENTRAL AMERICA SEGMENT Costa Rica 9 — El Salvador 4 — Guatemala 3 4 Honduras 2 1 Nicaragua 2 — Panama 6 1 CARIBBEAN SEGMENT Aruba — 1 Barbados 1 — Dominican Republic (1) 5 — Jamaica (2) 2 — Trinidad 3 1 USVI — 1 Total 46 10 (1) The Company purchased land located in La Romana, Dominican Republic, where we plan to open our sixth warehouse club in Dominican Republic in the spring of 2026. (2) The Company purchased land located in Montego Bay, Jamaica, and leased land located on South Camp Road, Jamaica, where we plan to open our third and fourth warehouse clubs in Jamaica in the summer and fall of 2026, respectively. Although we 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.

[No corresponding passage in the 2026 filing’s MD&A section.]

As part of the settlement, we will pay the minimum tax on a go-forward basis. [No corresponding passage in the 2025 filing.] A few of our stockholders own approximately 14.8% of our voting stock as of August 31, 2025, which may make it difficult to complete some corporate transactions without their support and may impede a change in control.

As part of the settlement, we will pay the minimum tax on a go-forward basis. In July 2025, the United States enacted significant tax legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), which makes permanent many provisions of the Tax Cuts and Jobs Act of 2017 and introduces additional changes affecting individuals and businesses, including continuation of the 21% federal corporate income tax rate, enhancements to bonus depreciation and expensing rules, and modifications to certain international tax provisions such as the renaming and restructuring of the Global Intangible Low-Taxed Income ("GILTI") regime as Net CFC Tested Income ("NCTI") and the Foreign-Derived Intangible Income ("FDII") deduction as Foreign-Derived Deduction Eligible Income ("FDDEI"), effective for tax years beginning after December 31, 2025, which corresponds to our fiscal year 2027. We have reviewed the OBBBA and continue to monitor and model its potential impact on our operations and effective tax rate, and based on our analysis of the Company’s operating profile, the OBBBA did not have a material effect on our fiscal year 2026 results; however, this conclusion is based on current guidance and our present understanding of the law, which remains subject to further interpretation, implementing regulations, and potential legislative or regulatory changes, and our future results could differ from our current expectations if such developments occur or if our operating profile changes.

As of August 31, 2025, we had $306.1 million in Cash and cash equivalents and $496.2 million in available borrowings. The available balance to draw under committed credit facilities includes $389.5 million on the North American credit facility, $20.7 million on the European credit facilities and $86.0 million on the Mexican credit facilities. Our senior secured credit facilities aggregated to $1.3 billion as of August 31, 2025, which consisted of the following components: Lease fleet – Nonrecourse Leasing warehouse credit facility – As of August 31, 2025, a $450.0 million nonrecourse warehouse credit facility existed to support the operations of our leasing business in North America.

As of August 31, 2026, we had $235.1 million in Cash and cash equivalents and $727.2 million in available borrowings. The available balance to draw under committed credit facilities includes $428.5 million on the North American revolving credit facility, $37.7 million on the European revolving credit facilities, and $136.0 million on the Mexican revolving credit facilities, in addition to $125.0 million as a delayed draw facility under the Leasing senior term debt agreement. Our senior secured credit facilities aggregated to $1.3 billion as of August 31, 2026, which consisted of the following components: Corporate and other – Recourse North American revolving credit facility – As of August 31, 2026, a $600.0 million revolving line of credit existed to provide working capital and interim financing of equipment, principally for our U.S. and Mexican operations.

The uncertainty of the tariffs, including a potential increase in costs and decrease in demand for our products, could heighten the other risks factors and uncertainties discussed in this Item 1A, or in other reports we periodically file with the SEC, and impact our financial condition or results of operations. Furthermore, our competitors may be less exposed to tariff impacts or in a better position to mitigate the increased costs of tariffs. Increases in the price of materials and components used in the production of our products could negatively impact our profit margin on the sale of our products.

Ongoing uncertainty in these areas, including the administration of trade policy in North America, has adversely affected and may continue to adversely affect North American industry-wide demand for new railcars, and therefore, our results of operations. Furthermore, as a result of 11 the Determination, our competitors may be less exposed to tariff impacts, including the Section 232 tariffs, or in a better position to mitigate the increased costs of tariffs. Additionally, from time to time, businesses in the U.S. petition the Department of Commerce under the U.S.

Techniques used in these attacks change frequently and may be difficult to detect for periods of time. Although we have policies and procedures in place governing (i) the timely investigation of cybersecurity incidents, (ii) the timely disclosure of any related material nonpublic information resulting from a material cybersecurity incident, and (iii) the safeguarding against insider trading by directors, officers, and other corporate insiders between the period of investigation and the public disclosure of such an incident; cybersecurity incidents themselves, such as the release of sensitive data from our databases and systems, could adversely affect our business, financial condition and results of operations. The increasing number of information technology security threats and the development of more sophisticated cyberattacks, which includes the adoption of emerging technologies such as AI and machine learning, as well as other techniques such as ransomware, pose significant potential risks to the security of our information technology systems and networks, as well as to the confidentiality, availability and integrity of our data.

[No corresponding passage in the 2026 filing’s Risk Factors section.]