AMERICAS CARMART INC
For the period ended Sep 23, 2026. Filed Aug 14, 2026.
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Sep 23, 2026 · Filed Aug 14, 2026
Contents
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. As a smaller reporting company, we are providing disclosure in accordance with the scaled disclosure requirements of Item 402(v)(8) of Regulation S-K. The amounts reported in the table below as “compensation actually paid” have been prepared in accordance with Item 402(v) of Regulation S-K. The compensation committee did not specifically consider the compensation actually paid amounts when determining named executive officer compensation for fiscal years 2024 through 2026. For a discussion of how the compensation committee seeks to align pay with performance when making executive compensation decisions, see “Executive Compensation - Compensation Discussion and Analysis” beginning on page 29 of this proxy statement.
Pay Versus Performance Table
| Fiscal Year · Summary Compensation Table Total for Current PEO (a)($) · Summary Compensation Table Total for Former PEO(a)($) · Compensation Actually Paid to Current PEO(a)(b)(c)($) · Compensation Actually Paid to Former PEO(a)(b)(c)($) · Average Summary Compensation Table Total for Non-PEO NEOs(a)($) · Average Compensation Actually Paid to Non-PEO NEOs(a)(b)(c)($) · Value of Initial Fixed $100 Investment Based On Total Shareholder Return (d)($) · Net Income (Loss)(in millions) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | $1,574,534 | N/A | $80,231 | N/A | $1,285,094 | $778,820 | $15.2 | $(139.2) | ||
| 2025 | $1,553,513 | N/A | $(145,647) | N/A | $991,226 | $880,744 | $59.0 | $17.9 | ||
| 2024 | $8,446,835 | $1,156,721 | $2,889,896 | $1,072,413 | $633,239 | $149,988 | $71.2 | $(31.4) | ||
(a)Douglas W. Campbell was our PEO for fiscal years 2026, 2025, and for the portion of fiscal year 2024 beginning October 1, 2023. Jeffrey A. Williams was our PEO for the portion of fiscal year 2024 ending September 30, 2023, and served as Chief Executive Officer Emeritus for the remainder of fiscal year 2024. The non-PEO NEOs reflected in the tabular disclosure above represent the following individuals:
| Fiscal 2024 | Fiscal 2025 | Fiscal 2026 |
|---|---|---|
| Vickie D. Judy | Vickie D. Judy | Jamie Z. Fischer |
| Jamie Z. Fischer | Jonathan M. Collins |
(b)The amounts reported in this column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the amounts reported in the total compensation column of the Summary Compensation Table on page 39 of this proxy statement, with certain adjustments as described in footnote (c) below.
(c)Compensation actually paid (“CAP”) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth in the tables below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts reported in the “Exclusion of Stock Awards” and “Option Awards” columns of the following tables are the totals (or, in the case of the Non-PEO NEOs, the average of the totals) from the “Stock Awards” and “Option Awards” columns set forth in the Summary Compensation Table (“SCT”). Amounts in the “Inclusion of Stock Awards and Option Awards” columns are calculated in accordance with Item 402(v) of Regulation S-K.
PEO SCT Total to CAP Reconciliation
| Fiscal Year | Summary Compensation Table Total for Current PEO | Exclusion of Change in Pension Value for Current PEO | Exclusion of Stock Awards and Option Awards for Current PEO | Inclusion of Equity Values for Current PEO | Compensation Actually Paid to Current PEO |
|---|---|---|---|---|---|
| 2026 | $1,574,534 | $— | $— | $(1,494,303) | $80,231 |
| 2025 | $1,553,513 | $— | $— | $(1,699,160) | $(145,647) |
| 2024 | $8,446,835 | $— | $(7,175,076) | $1,618,137 | $2,889,896 |
| Fiscal Year | Summary Compensation Table Total for Former PEO | Exclusion of Change in Pension Value for Former PEO | Exclusion of Stock Awards and Option Awards for Former PEO | Inclusion of Equity Values for Former PEO | Compensation Actually Paid to Former PEO |
|---|---|---|---|---|---|
| 2026 | N/A | N/A | N/A | N/A | N/A |
| 2025 | N/A | N/A | N/A | N/A | N/A |
| 2024 | $1,156,721 | $— | $— | $(84,309) | $1,072,413 |
Average Non-PEO NEOs SCT Total to CAP Reconciliation
| Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Change in Pension Value for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs |
|---|---|---|---|---|---|
| 2026 | $1,285,094 | $— | $(521,006) | $14,732 | $778,820 |
| 2025 | $991,226 | $— | $(275,005) | $164,523 | $880,744 |
| 2024 | $633,239 | $— | $— | $(483,251) | $149,988 |
The amounts reported in the “Inclusion of Equity Values” columns in the tables above are derived from the amounts set forth in the following tables:
Inclusion of Equity Values for PEOs
| Fiscal Year · Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Current PEO · Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Current PEO · Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Current PEO · Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Current PEO · Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Current PEO · Total - Inclusion of Equity Values for Current PEO | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2026 | $— | $(1,088,240) | $— | $(406,063) | $— | $(1,494,303) | |||
| 2025 | $— | $(971,772) | $— | $(727,388) | $— | $(1,699,160) | |||
| 2024 | $2,782,921 | $(1,442,693) | $— | $277,909 | $— | $1,618,137 | |||
| Fiscal Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Former PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Former PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Former PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Former PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Former PEO | Total - Inclusion of Equity Values for Former PEO |
|---|---|---|---|---|---|---|
| 2026 | N/A | N/A | N/A | N/A | N/A | N/A |
| 2025 | N/A | N/A | N/A | N/A | N/A | N/A |
| 2024 | $— | $(411,470) | $— | $327,162 | $— | $(84,309) |
Average Inclusion of Equity Values for Non-PEO NEOs
| Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs |
|---|---|---|---|---|---|---|
| 2026 | $133,664 | $(51,530) | $— | $(67,402) | $— | $14,732 |
| 2025 | $272,641 | $(55,150) | $— | $(52,968) | $— | $164,523 |
| 2024 | $— | $(425,135) | $— | $(58,116) | $— | $(483,251) |
(d)Assumes $100 was invested in the Company's common stock for the period starting May 1, 2023, through the end of the listed fiscal year. Historical stock performance is not necessarily indicative of future stock performance.
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