Americas Car-Mart Reports Material Agreements & Equity Sales

TL;DR

ACM entered new/terminated deals, sold equity, and took on debt on Oct 30th.

AI Summary

Americas Carmart Inc. entered into a material definitive agreement on October 30, 2025, and also terminated a material definitive agreement on the same date. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing includes information on financial statements and exhibits.

Why It Matters

This filing indicates significant changes in Americas Car-Mart's contractual and financial obligations, potentially impacting its operational structure and shareholder equity.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material agreements, along with financial obligations and equity sales, suggests potential volatility and strategic shifts within the company.

Key Players & Entities

• AMERICAS CARMART INC (company) — Filer
• October 30, 2025 (date) — Date of earliest event reported
• 0000799850 (company) — Central Index Key
• TX (state) — State of Incorporation
• 0430 (date) — Fiscal Year End
• 000-14939 (company) — SEC File Number
• 251455143 (company) — Film Number
• 1805 NORTH 2ND STREET (address) — Business Address Street 1
• ROGERS (city) — Business Address City
• AR (state) — Business Address State

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share CRMT NASDAQ Global Select M
• $300 million — an aggregate principal amount equal to $300 million with a maturity date of October 30, 203
• $150 million — which the Company's affiliate borrowed $150 million through an amortizing warehouse loan fa
• $22 — 's common stock at an exercise price of $22.63, subject to customary adjustments as
• $350 million — outstanding balance under the Company's $350 million asset-backed revolving line of credit.
• $162.9 million — under the revolving line of credit was $162.9 million. The Company incurred $1.8 million of p
• $1.8 million — as $162.9 million. The Company incurred $1.8 million of prepayment penalties in connection w

Filing Documents

• f8k_110525.htm (8-K) — 32KB
• exh_41.htm (EX-4.1) — 168KB
• exh_101.htm (EX-10.1) — 1049KB
• exh_991.htm (EX-99.1) — 7KB
• 0001171843-25-007039.txt ( ) — 1682KB
• crmt-20251030.xsd (EX-101.SCH) — 3KB
• crmt-20251030_lab.xml (EX-101.LAB) — 33KB
• crmt-20251030_pre.xml (EX-101.PRE) — 22KB
• f8k_110525_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On October 30, 2025, America's Car-Mart, Inc., a Texas corporation (the "Company"), and its subsidiaries, Colonial Auto Finance, Inc., an Arkansas corporation ("Colonial"), America's Car Mart, Inc., an Arkansas corporation ("ACM"), Texas Car-Mart, Inc., a Texas corporation ("TCM"), Colonial Underwriting, Inc., an Arkansas corporation ("Colonial Underwriting"), and Auto Finance Investors, Inc., a Texas corporation ("AFI", and together with the Company, Colonial, ACM, TCM and Colonial Underwriting, the "Credit Parties"), entered into a Credit and Guarantee Agreement (the "Agreement"), dated as of October 30, 2025, by and among the Company, Colonial, ACM, TCM, Colonial Underwriting, AFI, the lenders from time to time party thereto and Silver Point Finance, LLC ("Silver Point"), as Administrative Agent and Collateral Agent. Under the Agreement, the lending group extended a senior secured term loan facility (the "Senior Secured Credit Facility") in an aggregate principal amount equal to $300 million with a maturity date of October 30, 2030. The Senior Secured Credit Facility is collateralized primarily by finance receivables, inventory and equity ownership interests of certain subsidiaries of the Credit Parties, and contains a guarantee by each Credit Party. Interest under the Agreement is payable each month or every three months, depending on the interest period selected by the Borrowers pursuant to the terms of the Agreement. The applicable interest rate is (a) with respect to any loans comprising Term Benchmark Loans (as defined in the Agreement), 7.50% per annum, and (b) with respect to any loans comprising Base Rate Loans (as defined in the Agreement), 6.50% per annum. The Agreement contains various reporting and performance covenants including, but not limited to, (i) maintenance of certain financial ratios and metrics, (ii) limitations on certain amounts and types of borrowings from other sources, (iii)

02

Item 1.02. Termination of a Material Definitive Agreement. On October 30, 2025, the Company and its subsidiaries used a portion of the proceeds from the Senior Secured Credit Facility to fully repay the outstanding balance under the Company's $350 million asset-backed revolving line of credit. In connection with the payoff of the revolving line of credit, the Company terminated the Third Amended and Restated Loan and Security Agreement, dated September 30, 2019, as subsequently amended, among the Company, Colonial, ACM, TCM and certain financial institutions, with BMO Harris Bank, N.A., as Agent, Lead Arranger and Book Manager (the "Prior Agreement"). As of October 30, 2025, the outstanding balance under the revolving line of credit was $162.9 million. The Company incurred $1.8 million of prepayment penalties in connection with the termination of the Prior Agreement.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. Item3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

01

Item 7.01. Regulation FD Disclosure. On October 30, 2025, the Company issued a press release announcing that it had entered into the Agreement set forth under Item 1.01 of this Current Report on Form 8-K and issued the warrant described therein. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and such information shall not be deemed to be incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. 4.1 Form of Common Stock Purchase Warrant, dated October 30, 2025. 10.1 Credit and Guaranty Agreement, dated October 30, 2025, among Colonial Auto Finance, Inc., an Arkansas corporation, America's Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; America's Car-Mart, Inc., a Texas corporation, and certain subsidiaries of the Borrowers, as Guarantors; and certain financial institutions, as Lenders, with Silver Point Finance, LLC, as Administrative Agent and Collateral Agent 99.1 Press release announcing Credit and Guaranty Agreement, dated October 30, 2025

SIGNATURES

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. America's Car-Mart, Inc. Date: November 5, 2025 /s/Jonathan M. Collins Jonathan M. Collins Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR