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): ~~May~~June 221, 2026

America’'s Car-Mart, Inc.

(Exact name of registrant as specified in its charter)

Texas	0-14939	063-~~14939~~0844612	~~63-0844612~~
(State or other jurisdiction		(Commission File Number)	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
of incorporation)			Identification Number)

1805 North 2nd Street, Suite 401, Rogers, Arkansas 72756

(Address of principal executive offices) (Zip Code)

(479) 464-9944

(Registrant’'s telephone number, including area code)

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:

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

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

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

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

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

Emerging growth company ☐

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. ☐

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CRMT	NASDAQ Global Select Market

~~Introductory~~Item ~~Note~~1.01 Entry into a Material Definitive Agreement.

On June 1, 2026, America’'s Car-Mart, Inc. (~~“Car-Mart” or~~ the “"Company”") ~~today~~received ~~announced~~confirmation ~~that~~from ~~its~~Silver ~~Board~~Point ofFinance, ~~Directors~~LLC, as Administrative Agent and Collateral Agent (the ~~“Board”~~"Agent"), ~~has~~acting ~~retained~~on ~~Houlihan~~behalf ~~Lokey~~of the ~~Capital,~~agents ~~Inc.~~and ~~(“Houlihan Lokey”),~~the alenders ~~leading~~under ~~global~~the ~~investment~~Credit ~~bank~~and ~~with~~Guaranty ~~significant~~Agreement ~~experience~~dated inas ~~the~~of ~~consumer~~October ~~finance~~30, ~~and~~2025, ~~financial~~among ~~services~~the ~~sectors~~Company, Colonial Auto Finance, toInc. ~~serve~~and Texas Car-Mart, Inc., as ~~its~~Borrowers, ~~financial~~the ~~advisor~~Company, as Parent, the ~~Company~~subsidiaries ~~continues~~party tothereto, ~~evaluate~~the lenders party thereto (collectively, the “Lenders”) and ~~pursue~~the ~~strategic~~Agent ~~alternatives~~(the "Credit Agreement"), ~~including~~that ~~potential financing~~prior to June 8, ~~recapitalization~~2026, ~~mergers~~the Agent and ~~acquisitions~~Lenders ~~and~~would ~~other~~not exercise ~~transactions~~any remedies (including, without limitation, the accelerations of any obligations) under the Credit Agreement as a result of actual or anticipated defaults or events of defaults under the Credit Agreement (the “Lender Forbearance”).

~~The~~On ~~Board~~June ~~also~~5, ~~established~~2026, athe ~~Special~~Company ~~Committee~~requested toand ~~oversee~~ the ~~Company’s~~Agent ~~review~~and ofLenders ~~strategic~~agreed ~~alternatives~~to ~~and~~extend ~~appointed~~the ~~Adam~~period ~~Paul~~covered asby anthe ~~independent~~Lender ~~director~~Forbearance ~~and~~through ~~Chair~~June of12, ~~the Special Committee~~2026.

The ~~Board~~anticipated defaults and ~~management~~events ~~continue~~of todefault ~~evaluate~~relate to the ~~full~~Borrowers' expected ~~range~~failure ofto ~~paths~~satisfy ~~available~~certain tofinancial covenants and reporting obligations under the ~~business~~Credit Agreement, specifically the financial covenants in Section 6.15(a) (minimum liquidity) and Section 6.15(b) (minimum Collateral Coverage Ratio), the ~~interest~~reporting covenants in Section 5.1(k) (borrowing base reports) and Section 5.1(l) (liquidity reports), and Section 2.5(e) of ~~all~~the ~~stakeholders~~Credit Agreement.

~~Item~~The ~~1.01~~Lender ~~Entry~~Forbearance ~~into~~provides athat ~~Material~~the ~~Definitive~~Agents and the Lenders have not waived and are not waiving any default or event of default under the Credit Agreement or any other credit document, and that all rights, remedies, powers, privileges and defenses of the Agents and the Lenders are fully reserved. From and after the expiration of the applicable standstill period, the Agents and the Lenders are entitled to exercise any and all rights and remedies available to them.

The information set forth in Item 5.02 of this Current Report on Form 8-K under the heading “Appointment of Additional Independent Director” regarding the Independent Director Agreement is hereby incorporated by reference in this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Appointment~~On June 3, 2026, the Board of ~~Additional~~Directors ~~Independent~~(the ~~Director~~"Board") of the Company approved a retention program (the "Employee Retention Program") for certain members of senior management, including the Company's Chief Executive Officer, Chief Financial Officer and other named executive officers, as well as other key employees. The Employee Retention Program, which consists of cash-based and stock option retention awards, is designed to provide short-term and long-term incentives to retain key members of the Company's management team and other employees to ensure continued operational stability and to align the interests of senior management and other key employees with the Company's long-term value creation efforts and the interests of the Company's stakeholders.

OnIn ~~May~~connection 22with the Employee Retention Program, on June 3, 2026, the ~~Board~~Company ~~increased~~entered ~~the~~into ~~size~~Retention ofAward ~~the~~Agreements ~~Board~~(collectively, ~~from~~the ~~nine~~"Retention ~~members~~Agreements") towith ~~ten~~each ~~members~~of the ~~and~~Company’s ~~appointed~~named ~~Adam~~executive ~~Paul~~officers asunder anwhich ~~independent~~each ~~director,~~such ~~effective~~executive ~~immediately.~~officer ~~Simultaneously,~~will ~~the~~receive ~~Board~~cash-based ~~also~~retention ~~appointed~~awards ~~Mr.~~(each, ~~Paul~~a ~~to the Special~~"Cash ~~Committee~~Retention ~~described~~Award") ~~below~~in ~~under~~the ~~Item~~amounts ~~8.01~~set offorth ~~this Current Report.~~below:

Mr. Paul is President of AP Advisors, LLC. Mr. Paul has over 25 years of experience advising boards of directors, senior officers, and public and private companies on capital structure solutions, strategic alternatives, recapitalizations, and complex financial transactions. Mr. Paul has served as an independent director and special committee member for multiple companies across industries including retail, healthcare, energy, and food services. The Board determined that Mr. Paul is independent under NASDAQ listing standards applicable to the Company. The Company believes that Mr. Paul’s extensive capital structure, capital markets, and board advisory expertise qualify him to serve as one of its directors.

Named Executive Officer	Title	Cash Retention Award
Douglas W. Campbell	Chief Executive Officer	$1,200,000
Jonathan Collins	Chief Financial Officer	$563,000
Jamie Fischer	Chief Operating Officer	$531,000
Vickie D. Judy	Chief Accounting Officer (Former Chief Financial Officer)	$300,000

~~There~~Each ~~are~~Retention noAgreement ~~arrangements~~provides orthat ~~understandings~~if ~~between~~the ~~Mr.~~Executive's ~~Paul~~employment ~~and~~terminates prior ~~any~~to ~~other~~the ~~persons~~earlier ~~pursuant to~~of ~~which~~(i) hea ~~was~~Change ~~appointed~~in toControl (as defined in the ~~Board~~America's Car-Mart, ~~other~~Inc. ~~than~~2024 Equity Incentive Plan (the ~~Independent~~“Plan”)) and ~~Director~~(ii) ~~Agreement~~the ~~between~~one-year anniversary of the ~~Company~~date ~~and~~of ~~Mr.~~the ~~Paul~~Retention ~~described~~Agreement ~~below.~~(such earlier date, the "Retention Date"), the executive ~~There~~is ~~are~~required noto ~~family~~repay ~~relationships~~the ~~between~~full ~~Mr.~~amount ~~Paul~~of ~~and~~the ~~any~~retention ~~director~~award oron ~~executive~~a ~~officer~~post-tax basis within 30 days of the ~~Company.~~termination Mrdate, unless the termination constitutes a "Qualifying Termination." ~~Paul~~A ~~has~~“Qualifying ~~not~~Termination” ~~engaged~~means ina ~~any~~termination by the Company without cause, ~~related-person~~a ~~transactions~~resignation ~~required~~by the executive for good reason, or a termination due to bethe ~~disclosed~~executive's bydeath ~~Item~~or ~~404(~~disability, in each case subject to the executive's execution and non-revocation of a) release of ~~Regulation~~claims ~~S-K~~within 60 days of termination. No repayment obligation arises if the executive's employment terminates for any reason after the Retention Date.

In ~~connection~~addition ~~with his appointment~~ to the ~~Board,~~Cash ~~Mr.~~Retention ~~Paul~~Awards, ~~entered~~on ~~into~~June an3, ~~Independent Director~~2026, ~~Agreement with~~ the Company. ~~The~~granted ~~Independent~~nonqualified ~~Director~~stock ~~Agreement~~options ~~does~~(each, ~~not~~an ~~have~~"Option aAward") ~~fixed~~to ~~term~~certain ~~but~~members isof ~~terminable~~senior ~~upon~~management ~~ten~~and ~~days’~~other ~~notice~~key byemployees, subject to the ~~Company~~terms orof ~~Mr.~~the ~~Paul.~~Plan ~~Mr.~~and ~~Paul~~customary ~~shall~~option beaward ~~entitled~~agreements. toEach ~~cash~~Option ~~payments~~Award ofhas ~~$45,000~~an ~~per~~exercise ~~month~~price ~~during~~equal to the closing ~~term~~price of the ~~Independent~~Company's ~~Director Agreement~~common ~~for~~stock aon ~~minimum~~the date of ~~three~~grant. ~~months,~~The ~~plus~~Option ~~$4,000~~Awards ~~per~~vest ~~day~~ in ~~which~~four ~~Mr.~~equal ~~Paul’s~~annual ~~commitments~~installments toon each of the ~~Board~~first ~~exceed~~ four ~~hours.~~anniversaries ~~Mr. Paul~~of isthe ~~also~~grant ~~entitled~~date, togenerally ~~reimbursement~~subject ~~for~~to ~~reasonable~~the ~~business~~recipient's ~~related~~continued ~~expenses~~employment ~~incurred~~with ~~in good faith in~~ the ~~performance~~Company ofthrough ~~his duties~~the ~~for~~applicable ~~the~~vesting ~~Company~~date.

~~The~~Because ~~Independent~~the ~~Director~~Plan ~~Agreement~~does ~~includes~~not ~~indemnification,~~have ~~contribution~~sufficient ~~and~~shares ~~expense advancement~~available ~~provisions~~to ~~that~~grant ~~are~~all ~~customary~~of ~~for~~the ~~agreements~~Option ofAwards, ~~this~~each ~~nature.~~Option ~~The~~Award ~~indemnification,~~has ~~contribution~~been ~~and~~split ~~expense~~into ~~advancement~~two ~~benefits~~awards: ~~provided~~(1) an “Initial Option,” which was granted ~~under~~from the ~~Independent~~currently ~~Director~~available ~~Agreement~~pool ~~are~~of inshares ~~addition~~under to the ~~indemnification~~Plan, and ~~expense~~(2) ~~advancement~~a ~~provisions~~“Contingent ~~provided~~Option,” ~~for~~which inwas ~~the~~granted subject to stockholder approval at the Company’s ~~Articles~~2026 annual meeting of ~~Incorporation~~stockholders, asexpected ~~amended,~~to ~~and~~be ~~Amended~~held ~~and~~in ~~Restated~~or ~~Bylaws,~~around asSeptember ~~amended.~~2026 ~~The~~and ~~foregoing~~no ~~description~~later than October 23, 2026, of an amendment to the ~~Independent Director~~Plan ~~Agreement~~to isincrease ~~qualified~~the innumber ~~its~~of ~~entirety~~shares byof the ~~terms~~Company’s ofcommon ~~such~~stock ~~agreement,~~authorized ~~which~~for isissuance under ~~filed~~the asPlan by an ~~exhibit~~amount sufficient to ~~this~~cover ~~Current~~the ~~Report~~Contingent onOptions (the “Plan Amendment”). If stockholder approval of ~~Form~~the ~~8-K~~Plan ~~and~~Amendment ~~incorporated~~is ~~herein~~not byobtained, ~~reference~~the Contingent Options will be voided.

The number of shares of the Company’s common stock underlying each Option Award granted to the Company’s named executive officers is detailed below:

Named Executive Officer	Title	Total Option Award (# of shares)	Initial Option (# of shares)	Contingent Option (# of shares)
Douglas W. Campbell	Chief Executive Officer	190,600	60,307	130,293
Jonathan Collins	Chief Financial Officer	45,380	16,687	28,693
Jamie Fischer	Chief Operating Officer	50,660	18,628	32,032
Vickie D. Judy	Chief Accounting Officer (Former Chief Financial Officer)	16,336	6,007	10,329

The foregoing descriptions of the Cash Retention Awards and the Option Awards are qualified in their entirety by reference to the forms of award agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events.

~~Formation~~As ofpreviously disclosed, the Special Committee toof ~~Review~~the ~~Strategic~~Board ~~Alternatives~~of Directors, composed of Adam Paul (Chair), Joshua Welch, and Jonathan Buba, is overseeing the Company’s evaluation of strategic alternatives, including potential financing, recapitalization, restructuring, mergers and acquisitions, and other strategic transactions. Houlihan Lokey Capital, Inc. and FTI Consulting, Inc. are serving as the Company's financial advisors in connection with these efforts.

OnThe ~~May~~Company ~~22,~~is ~~2026,~~working ~~the~~constructively ~~Board~~with ~~established~~its alenders ~~Special~~and ~~Committee~~advisors ~~(the~~to ~~“Special Committee”)~~achieve ~~for~~a ~~the~~sustainable ~~purpose~~capital ~~of overseeing the Company’s review of strategic alternatives (the “Strategic Alternatives Review”). The Special Committee’s mandate includes~~structure, ~~but~~including isa ~~not~~potential ~~limited~~amendment to, the ~~evaluation~~Credit ofAgreement ~~(i)~~and ~~any~~other ~~financing,~~potential ~~refinancing,~~strategic ortransactions. ~~recapitalization~~There ~~transaction,~~can ~~(ii)~~be ~~raising~~no ~~capital~~assurance ~~through~~that ~~the~~these ~~issuance~~discussions ofor ~~equity~~processes ~~securities,~~will ~~(iii)~~result ~~asset~~in ~~sales,~~any ~~(iv)~~definitive ~~review~~agreement ~~and~~or ~~modification of the Company’s debt facilities and (v) other strategic alternatives~~transaction.

The Special Committee is composed of Adam Paul (Chair), Joshua Welch, and Jonathan Buba. The Board has delegated to the Special Committee the exclusive authority to review, evaluate, negotiate, and make recommendations to the Board regarding the Strategic Alternatives Review and related transactions; provided that the Board retains the authority to approve the consummation of any such transaction following a recommendation by the Special Committee.

Furthermore, the Company has retained Houlihan Lokey as financial advisor to advise the Company and the Special Committee with respect to the evaluation of strategic alternatives.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 ~~Independent~~Form ~~Director~~of ~~Agreement,~~Retention ~~dated~~Award ~~May 22, 2026 among AP Advisors LLC, Adam C. Paul and the Company~~Agreement

10.2 Form of Retention Option Agreement (Initial Option Grants)

10.3 Form of Retention Option Agreement (Contingent Option Grants)

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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.
	AMERICA'S CAR-MART, INC.
Date: May 29, 2026	By:	/s/ Jonathan Collins
Date: June 5, 2026	By: /s/ Jonathan Collins
	Jonathan Collins	~~Jonathan Collins~~
	Chief Financial Officer	~~Chief Financial Officer~~

Filing Compare · AMERICAS CARMART INC