AMERICAS CARMART INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2025

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-14939

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

(479) 464-9944

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. x

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates on October 31, 2024 was $277,362,257 (7,104,566 shares), based on the closing price of the registrant’s common stock on October 31, 2024 of $39.04.

There were 8,277,627 shares of the registrant’s common stock outstanding as of July 31, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement to be furnished to stockholders in connection with its 2025 Annual Meeting of Stockholders are incorporated by reference in response to Part III of this report.

EXPLANATORY NOTE

America’s Car-Mart, Inc. (“we” or the “Company”) is filing this comprehensive Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (this “Form 10-K”). This comprehensive Form 10-K contains the restatement of the Company’s Consolidated Financial Statements for the fiscal year ended April 30, 2024 and also includes restated disclosure information from each of the quarterly periods included in the Company’s Quarterly Reports on Form 10-Q filed during the fiscal years ended April 30, 2025 and 2024.

Background of Restatement

As noted in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 30, 2025, the Company concluded on July 29, 2025 that the Company’s annual financial statements for year ended April 30, 2024 included in its Annual Report on Form 10-K for the year ended April 30, 2024 and interim financial statements included in its Quarterly Reports on Form 10-Q for each quarter during fiscal years 2024 and 2025 through January 31, 2025 (collectively, “Non-Reliance Periods”) should no longer be relied upon because they omitted certain required disclosures under Accounting Standards Codification (“ASC”) 310-10-50-42 through 50-44 regarding contract modifications made to borrowers experiencing financial difficulty. These omitted disclosures relate to our systematic modification program affecting $436.1 million, or 28.9%, of the Company’s gross finance receivables as of April 30, 2025.

As further described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Part II of this Form 10-K, in connection with the preparation of the Company’s financial statements for the fiscal year ended April 30, 2025, the Company concluded that there were omissions in our prior period financial statements with respect to required disclosures under the Financial Accounting Standards Board’s Accounting Standards Update (“ASU”) 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The Company reviewed the requirements of ASC 310-10-50-42 through 50-44, and based on its review, concluded that detailed disclosures were required for contract modifications made to borrowers experiencing financial difficulty, which had not been previously included in our financial statements.

The restatement to include the omitted disclosures does not have any impact on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows, as previously reported. The Company is including the required disclosure information for such contract modifications in this Form 10-K. For interim periods in 2024 and 2025, these disclosures are included in Item 7.

Internal Control Considerations

As discussed in Part II, Item 9A, Controls and Procedures, to this Form 10-K, in connection with the restatement to include the incremental required disclosures discussed above, management identified a material weakness in its internal control over financial reporting in relation to having inadequate controls to appropriately analyze all relevant information required for complete and accurate presentation and disclosure under generally accepted accounting principles (“GAAP”). This principally resulted from (1) incorrect assessment during the initial adoption of ASU 2022-02, (2) ineffective disclosure controls and procedures that did not identify missing required disclosures under ASC 310-10-50-42 through 50-44, and (3) turnover in technical accounting resources leading to a reduction of requisite expertise. Management, with concurrence of the Audit Committee of the Company’s Board of Directors, has concluded that this material weakness existed as of the end of each of the Non-Reliance Periods. Accordingly, although our disclosure controls and procedures as of April 30, 2024 and at the end of each quarterly reporting period in fiscal years 2025 and 2024 were originally assessed to be effective, as a result of the restatement, the Company reevaluated its disclosure controls and procedures at the end of each quarterly reporting period in fiscal years 2025 and 2024 and as of April 30, 2024 and determined this to no longer be the case and they were ineffective at the end of each of those periods. Similarly, the Company’s internal controls over financial reporting as of April 30, 2024 were not effective due to the material weakness discussed above.