AMERICAS CARMART INC

S-11 tm2534619d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on January 9, 2026.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

WASHINGTON, D.C. 20549

**FORM S-1

REGISTRATION STATEMENT****

*UNDER

THE SECURITIES ACT OF 1933*

America’s Car-Mart Inc.**

(Exact name of registrant as specified in its charter)

**1805 North 2nd Street, Suite 401

(479) 464-9944

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Jonathan Collins

Chief Financial Officer

1805 North 2nd Street, Suite 401

(479) 464-9944

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**David Bakst, Esq.

Mayer Brown LLP

1221 Avenue of Americas

New York, NY 10020

(212) 506-2500

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

Subject to completion, dated January 9, 2026

PRELIMINARY PROSPECTUS

937,487 Shares of Common Stock Underlying Warrants

AMERICA’S CAR-MART, INC.

This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 937,487 shares of common stock, par value $0.01 per share (the “Common Stock”) of America’s Car-Mart, Inc. (the “Company”) issuable upon the exercise of the warrants (the “Warrants”) issued to the Selling Stockholders (the “Warrant Shares”).

The Warrants were issued to the Selling Stockholders on October 30, 2025, in a private placement pursuant to that certain Credit and Guaranty Agreement (the “Credit Agreement”), dated October 30, 2025, by and among the Company, certain of our subsidiaries as borrowers, and certain of their subsidiaries as guarantors, the lenders party thereto, and Silver Point Finance, LLC (“Silver Point”), as administrative agent and collateral agent, and pursuant to those certain Common Stock Purchase Warrants, dated October 30, 2025 (the “Silver Point Warrant Agreements”). On December 12, 2025, the funds or accounts managed or advised by Silver Point that held Warrants (the “Silver Point Funds”) assigned certain of its Warrants to funds or accounts managed or advised by Beach Point Capital Management LP (the “Beach Point Funds”) and the Beach Point Funds entered into those certain Common Stock Purchase Warrants, dated December 12, 2025 (the “Beach Point Warrant Agreements” and together with the Silver Point Warrant Agreements, the “Warrant Agreements”). The Warrants are immediately exercisable, in whole or in part, at an exercise price of $22.63 per share and expire on October 30, 2031.

We will not receive any proceeds from the resale or other disposition of the Warrant Shares by the Selling Stockholders. See “Use of Proceeds” and “Plan of Distribution” for additional information.

The Selling Stockholders have informed us that they hold the Warrants and any Warrant Shares issued upon their exercise for investment purposes and not with a view to distribution in violation of the Securities Act of 1933, as amended (the “Securities Act”). However, the Securities and Exchange Commission (the “SEC”) may take the position that the Selling Stockholders may, under certain circumstances, be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any profits on the resale of the Warrant Shares by the Selling Stockholders and any discounts, commissions or concessions received by the Selling Stockholders may be deemed to be underwriting compensation under the Securities Act.

Our Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “CRMT.” On January 5, 2026, the last reported sale price of our Common Stock was $25.25 per share.

**Investing in our securities involves a high degree of risk. See “**Risk Factors” beginning on page 5 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is January 9, 2026

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