PriceSmart (NASDAQ: PSMT) holders back pay and $1.40 annual dividend

Rhea-AI Filing Summary

PriceSmart, Inc. reported results of its Annual Meeting of Stockholders and declared its 2026 annual cash dividend. All director nominees were re-elected, stockholders approved on an advisory basis the 2025 executive compensation, and ratified Ernst & Young LLP as independent auditor for the year ending August 31, 2026.

The Board declared an annual cash dividend of $1.40 per share, to be paid in two installments of $0.70 per share on February 27, 2026 and August 31, 2026 to stockholders of record on February 17, 2026 and August 17, 2026, respectively. The company stated it anticipates ongoing annual dividends, with each future dividend subject to Board review of financial performance, capital needs, and macroeconomic conditions.

Insights

Equity & income-focused analyst

PriceSmart confirms board stability and maintains a recurring dividend.

PriceSmart combined routine governance items with a clear cash-return decision. Shareholders re-elected the full slate of directors, backed 2025 named executive officer compensation on an advisory basis, and ratified Ernst & Young LLP as auditor for the year ending August 31, 2026, signaling continuity.

The Board authorized an annual cash dividend of $1.40 per share, split into two payments of $0.70 per share on February 27, 2026 and August 31, 2026. The company also stated it anticipates ongoing annual dividends, while emphasizing that each future declaration will depend on financial performance, capital requirements, and broader macroeconomic conditions.

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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): February 5, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 5.07 below is incorporated by reference in this Item 5.02.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of PriceSmart, Inc. (the "Company") was held on February 5, 2026 through a virtual meeting platform. As of the record date, there were 30,816,360 shares outstanding and entitled to vote. There were 29,508,948 shares voted during the meeting or by proxy. Directors are elected by a plurality of the votes of the shares present during the meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Each of the nominees of the Board of Directors (the "Board") received such a plurality and was re-elected to the Board. Stockholders also approved, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2025 and ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2026.

1. To elect directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified:

						Votes For						Votes Withheld						Broker Non-Votes
Sherry S. Bahrambeygui						27,584,486						1,130,701						793,761
Jeffrey R. Fisher						28,681,631						33,556						793,761
Gordon H. Hanson						28,338,930						376,257						793,761
Beatriz V. Infante						28,681,769						33,418						793,761
Leon C. Janks						27,302,521						1,412,666						793,761
Patricia Márquez						28,417,001						298,186						793,761
David N. Price						28,429,802						285,385						793,761
Robert E. Price						27,555,050						1,160,137						793,761
David R. Snyder						28,396,490						318,697						793,761
John D. Thelan						28,683,648						31,539						793,761
Edgar Zurcher						26,039,049						2,676,138						793,761

2. To approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2025:

			Votes For						Votes Against						Abstain						Broker Non-Votes
Total Shares Voted			28,290,908						413,826						10,453						793,761

3. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2026:

			Votes For						Votes Against						Abstain
Total Shares Voted			29,255,505						245,750						7,693

Item 8.01. Other Events.

On February 5, 2026, the Company’s Board of Directors declared the Company’s annual cash dividend in the total amount of $1.40 per share, with $0.70 per share payable on February 27, 2026 to stockholders of record as of February 17, 2026 and $0.70 per share payable on August 31, 2026 to stockholders of record as of August 17, 2026. PriceSmart anticipates the ongoing payment of annual dividends in subsequent periods, although the actual declaration of future dividends, 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.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
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: February 6, 2026			/s/ FRANCISCO VELASCO
			Francisco Velasco     Executive Vice President, Chief Legal Officer, Chief Risk & Compliance Officer, and Registered In-House Counsel

FAQ

What dividend did PriceSmart (PSMT) declare in this 8-K?

PriceSmart declared an annual cash dividend of $1.40 per share. It will be paid in two equal installments of $0.70 per share, scheduled for February 27, 2026 and August 31, 2026, to stockholders of record on February 17 and August 17, 2026.

When will PriceSmart (PSMT) shareholders receive the 2026 dividend payments?

PriceSmart scheduled two dividend payments in 2026. Stockholders of record on February 17, 2026 will receive $0.70 per share on February 27, 2026, and stockholders of record on August 17, 2026 will receive $0.70 per share on August 31, 2026.

Did PriceSmart (PSMT) shareholders approve executive compensation for 2025?

Yes, shareholders approved 2025 executive compensation on an advisory basis. The say-on-pay proposal for the company’s named executive officers received 28,290,908 votes for, 413,826 against, and 10,453 abstentions, with 793,761 broker non-votes recorded in the meeting results.

Who is PriceSmart’s (PSMT) auditor for the fiscal year ending August 31, 2026?

PriceSmart shareholders ratified Ernst & Young LLP as auditor. For the fiscal year ending August 31, 2026, the ratification vote totaled 29,255,505 shares for, 245,750 against, and 7,693 abstentions, confirming continued engagement of Ernst & Young LLP.

Were all PriceSmart (PSMT) director nominees re-elected at the 2026 Annual Meeting?

Yes, all PriceSmart director nominees were re-elected. Directors are elected by plurality of votes cast. Each nominee received more votes for than withheld, so the full slate will continue serving until the next Annual Meeting or until their successors are elected and qualified.

How many PriceSmart (PSMT) shares were eligible and actually voted at the Annual Meeting?

30,816,360 shares were entitled to vote; 29,508,948 were voted. These shares were present at the February 5, 2026 virtual Annual Meeting or represented by proxy, providing strong participation in the director elections and advisory and ratification proposals.