424B3 1 tm268838d1_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-292641

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated January 16, 2026)

AMERICA’S CAR-MART, INC.

937,487 Shares of Common Stock Underlying Warrants

This prospectus supplement updates and supplements the prospectus, dated January 16, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-292641). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 filed with the Securities and Exchange Commission on March 12, 2026 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the resale from time to time by the selling stockholders named in the “Selling Stockholders” section of the Prospectus (the “Selling Stockholders”) of up to 937,487 shares of Common Stock, par value $0.01 per share, of America’s Car-Mart, Inc. issuable upon the exercise of the warrants (the “Warrant Shares”). The Selling Stockholders may resell the Warrant Shares in the manner and on the terms described under “Plan of Distribution” in the Prospectus, including at fixed prices, market prices prevailing at the time of sale, at varying prices determined at the time of sale or at negotiated prices. We cannot determine the price or prices at which the Warrant Shares may be resold. There can be no assurances that the Selling Stockholders will sell, nor are the Selling Stockholders required to sell, any or all of the securities offered under the Prospectus, as supplemented by this prospectus supplement.

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

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

Our Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “CRMT.” On March 12, 2026, the last reported sale price of our Common Stock was $15.24 per share.

Investing in our Common Stock involves risks. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 5 of the Prospectus.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 16, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended January 31, 2026

¨ 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)

Texas	63-0851141
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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)

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

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 No ¨

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 No ¨

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.

Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨	Smaller reporting company	¨	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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Each Class	Outstanding at March 9, 2026
Common Stock, par value $0.01 per share	8,302,450

AMERICA’S CAR-MART, INC.

TABLE OF CONTENTS

			Page No.
PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements	4

		Condensed Consolidated Balance Sheets (Unaudited) – January 31, 2026 and April 30, 2025	4

		Condensed Consolidated Statements of Operations (Unaudited) – Three and Nine Months Ended January 31, 2026 and 2025	5

		Condensed Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended January 31, 2026 and 2025	6

		Condensed Consolidated Statements of Equity (Unaudited) – Three and Nine Months Ended January 31, 2026	7

		Condensed Consolidated Statements of Equity (Unaudited) – Three and Nine Months Ended January 31, 2025	8

		Notes to Consolidated Financial Statements (Unaudited)	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49

	Item 4.	Controls and Procedures	49

PART II.	OTHER INFORMATION

	Item 1.	Legal Proceedings	51

	Item 1A.	Risk Factors	51

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51

	Item 3.	Defaults Upon Senior Securities	51

	Item 4.	Mine Safety Disclosure	51

	Item 5.	Other Information	51

	Item 6.	Exhibits	52

SIGNATURES			53

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets (Unaudited)	America’s Car-Mart, Inc.

January 31, 2026 and April 30, 2025

(Dollars in thousands except share and per share amounts)	January 31, 2026			April 30, 2025
	(Unaudited)
Assets:
Cash and cash equivalents	$	117,910		$	9,808
Restricted cash		119,067			114,729
Accrued interest on finance receivables		7,477			7,432
Finance receivables, net of allowance for credit losses of $347,565 and $323,100		1,114,672			1,180,673
Inventory		101,178			112,229
Income tax receivable, net		4,179			-
Prepaid expenses and other assets		35,607			38,082
Right-of-use asset		54,780			63,825
Goodwill		22,774			22,802
Property and equipment, net		49,149			56,894
Total Assets	$	1,626,793		$	1,606,474

Liabilities, mezzanine equity and equity:
Liabilities:
Accounts payable	$	19,013		$	34,980
Deferred accident protection plan revenue		47,140			51,458
Deferred service contract revenue		53,053			61,787
Accrued liabilities		38,563			35,949
Income tax payable, net		-			1,451
Deferred income tax liabilities, net		37,013			7,146
Lease liability		60,034			67,002
Non-recourse notes payable, net		628,324			572,010
Senior secured note payable, net		263,836			-
Revolving line of credit, net		-			204,769
Total liabilities		1,146,976			1,036,552

Commitments and contingencies (Note K)

Mezzanine equity:
Mandatorily redeemable preferred stock		400			400

Equity:
Preferred stock, par value $0.01 per share, 1,000,000 shares authorized; none issued or outstanding		-			-
Common stock, par value $0.01 per share, 50,000,000 shares authorized; 15,654,558 and 15,605,818 issued at January 31, 2026 and April 30, 2025, respectively, of which 8,302,450 and 8,263,280 were outstanding at January 31, 2026 and April 30, 2025, respectively		157			156
Additional paid-in capital		210,360			195,225
Retained earnings		567,320			672,261
Less: Treasury stock, at cost, 7,352,108 and 7,342,538 shares at January 31, 2026 and April 30, 2025, respectively		(298,520	)		(298,220	)
Total stockholders' equity		479,317			569,422
Non-controlling interest		100			100
Total equity		479,417			569,522

Total Liabilities, Mezzanine Equity and Equity	$	1,626,793		$	1,606,474

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Operations (Unaudited)	America’s Car-Mart, Inc.

Three and Nine Months Ended January 31, 2026 and 2025

	Three Months Ended January 31,						Nine Months Ended January 31,
(Dollars in thousands except share and per share amounts)	2026			2025			2026			2025
	(Unaudited)						(Unaudited)
Revenues:
Sales	$	222,623		$	263,484		$	785,176		$	836,506
Interest and other income		64,169			62,242			193,500			184,252

Total revenues		286,792			325,726			978,676			1,020,758

Costs and expenses:
Cost of sales		142,864			169,374			496,960			529,159
Selling, general and administrative		51,507			46,460			160,517			140,578
Provision for credit losses		105,207			86,652			327,317			281,597
Interest expense		21,775			16,923			54,502			53,277
Depreciation and amortization		2,040			1,890			6,281			5,700
Loss on extinguishment of debt		-			-			4,476			-
Loss on disposal of property and equipment		120			37			229			124
Total costs and expenses		323,513			321,336			1,050,282			1,010,435

(Loss) income before taxes		(36,721	)		4,390			(71,606	)		10,323

Provision for income taxes		39,982			1,228			33,305			3,026

Net (loss) income	$	(76,703	)	$	3,162		$	(104,911	)	$	7,297

Less: Dividends on mandatorily redeemable preferred stock		(10	)		(10	)		(30	)		(30	)

Net (loss) income attributable to common stockholders	$	(76,713	)	$	3,152		$	(104,941	)	$	7,267

(Loss) earnings per share:
Basic	$	(9.25	)	$	0.38		$	(12.67	)	$	0.96
Diluted	$	(9.25	)	$	0.37		$	(12.67	)	$	0.94

Weighted average number of shares used in calculation:
Basic		8,297,438			8,256,681			8,284,869			7,600,470
Diluted		8,297,438			8,413,088			8,284,869			7,753,654

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows (Unaudited)	America’s Car-Mart, Inc.

Nine Months Ended January 31, 2026 and 2025

	Nine Months Ended January 31,
(In thousands)	2026			2025
	(Unaudited)
Operating activities:
Net (loss) income		(104,911	)		7,297
Adjustments to reconcile net (loss) income to net cash used in operating activities:

Provision for credit losses		327,317			281,597
Losses on claims for accident protection plan		27,765			25,013
Depreciation and amortization		6,281			5,700
Amortization of debt issuance costs		6,273			4,070
Loss on disposal of property and equipment		-			4
Impairment of assets		4,634			-
Change in goodwill		28			120
Stock based compensation		3,315			3,785
Deferred income taxes		29,868			(8,346	)
Loss on extinguishment of debt		2,726			-
Change in operating assets and liabilities:
Finance receivable originations		(730,861	)		(779,013	)
Loan origination costs		-			16
Finance receivable collections		351,754			338,736
Accrued interest on finance receivables		(46	)		(149	)
Inventory		101,797			53,330
Prepaid expenses and other assets		2,113			(6,411	)
Accounts payable and accrued liabilities		(12,149	)		16,065
Deferred accident protection plan revenue		(4,319	)		(1,462	)
Deferred service contract revenue		(8,734	)		(11,818	)
Income taxes, net		(5,629	)		3,484
Net cash used in operating activities		(2,778	)		(67,982	)

Investing Activities:
Acquisition		-			(7,527	)
Purchases of property and equipment		(1,521	)		(3,089	)
Proceeds from sale of property and equipment		154			24
Net cash used in investing activities		(1,367	)		(10,592	)

Financing Activities:
Issuance of common stock		178			74,041
Purchase of common stock		(299	)		(432	)
Dividend payments		(30	)		(30	)
Change in cash overdrafts		(1,289	)		58
Debt issuance costs		(18,064	)		(6,963	)
Issuances of non-recourse notes payable		549,224			649,889
Payments on non-recourse notes payable		(492,287	)		(479,326	)
Proceeds from revolving line of credit		314,593			459,697
Principal payments to revolving credit facility		(521,691	)		(586,449	)
Loss on extinguishment of debt		(1,750	)		-
Proceeds from senior secured note payable		288,000			-
Net cash provided by financing activities		116,585			110,485

Increase in cash, cash equivalents, and restricted cash		112,440			31,911
Cash, cash equivalents, and restricted cash beginning of period		124,537			94,447

Cash, cash equivalents, and restricted cash end of period	$	236,977		$	126,358

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Equity (Unaudited)	America’s Car-Mart, Inc.

Three and Nine Months Ended January 31, 2026

	Common Stock
(In thousands, except share data)	Shares		Amount		Additional Paid-In Capital		Retained Earnings			Treasury Stock			Non- Controlling Interest		Total Equity
Balance at April 30, 2025		15,605,818	$	156	$	195,225	$	672,261		$	(298,220	)	$	100	$	569,522

Issuance of common stock		15,638		-		69		-			-			-		69
Purchase of treasury shares		-		-		-		-			(71	)		-		(71	)
Stock based compensation		-		-		1,157		-			-			-		1,157
Dividends on subsidiary preferred stock		-		-		-		(10	)		-			-		(10	)
Net loss		-		-		-		(5,736	)		-			-		(5,736	)
Balance at July 31, 2025 (Unaudited)		15,621,456	$	156	$	196,451	$	666,515		$	(298,291	)	$	100	$	564,931

Issuance of common stock		24,254		-		51		-			-			-		51
Purchase of treasury shares		-		-		-		-			(205	)		-		(205	)
Issuance of warrants		-		-		11,642		-			-			-		11,642
Stock based compensation		-		-		1,189		-			-			-		1,189
Dividends on subsidiary preferred stock		-		-		-		(10	)		-			-		(10	)
Net loss		-		-		-		(22,472	)		-			-		(22,472	)
Balance at October 31, 2025 (Unaudited)		15,645,710	$	156	$	209,333	$	644,033		$	(298,496	)	$	100	$	555,126

Issuance of common stock		8,848		1		56		-			-			-	$	57
Purchase of treasury shares		-		-		-		-			(24	)		-		(24	)
Stock based compensation		-		-		971		-			-			-		971
Dividends on subsidiary preferred stock		-		-		-		(10	)		-			-		(10	)
Net loss		-		-		-		(76,703	)		-			-		(76,703	)
Balance at January 31, 2026 (Unaudited)		15,654,558	$	157	$	210,360	$	567,320		$	(298,520	)	$	100	$	479,417

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Equity (Unaudited)	America’s Car-Mart, Inc.

Three and Nine Months Ended January 31, 2025

	Common Stock
(In thousands, except share data)	Shares		Amount		Additional Paid-In Capital		Retained Earnings			Treasury Stock			Non- Controlling Interest		Total Equity
Balance at April 30, 2024		13,727,013	$	137	$	113,930	$	654,369		$	(297,786	)	$	100	$	470,750

Issuance of common stock		2,491		-		76		-			-			-		76
Purchase of treasury shares		-		-		-		-			(24	)		-		(24	)
Stock based compensation		-		-		1,325		-			-			-		1,325
Dividends on subsidiary preferred stock		-		-		-		(10	)		-			-		(10	)
Net loss		-		-		-		(964	)		-			-		(964	)
Balance at July 31, 2024 (Unaudited)		13,729,504	$	137	$	115,331	$	653,395		$	(297,810	)	$	100	$	471,153

Issuance of common stock		1,865,769		19		73,874		-			-			-	$	73,893
Purchase of treasury shares		-		-		-		-			(388	)		-		(388	)
Stock issued related to acquisitions		-		-		2,500		-			-			-		2,500
Stock based compensation		-		-		1,418		-			-			-		1,418
Dividends on subsidiary preferred stock		-		-		-		(10	)		-			-		(10	)
Net income		-		-		-		5,099			-			-		5,099
Balance at October 31, 2024 (Unaudited)		15,595,273	$	156	$	193,123	$	658,484		$	(298,198	)	$	100	$	553,665

Issuance of common stock		4,030		-		72		-			-			-		72
Purchase of treasury shares		-		-		-		-			(20	)		-		(20	)
Stock based compensation		-		-		1,042		-			-			-		1,042
Dividends on subsidiary preferred stock		-		-		-		(10	)		-			-		(10	)
Net loss		-		-		-		3,162			-			-		3,162
Balance at January 31, 2025 (Unaudited)		15,599,303	$	156		194,237		661,636			(298,218	)		100		557,911

The accompanying notes are an integral part of these condensed consolidated financial statements.

Notes to Consolidated Financial Statements (Unaudited)

America’s Car-Mart, Inc.

A – Organization and Business

America’s Car-Mart, Inc., a Texas corporation (the “Company”), is one of the largest publicly held automotive retailers in the United States focused exclusively on the “Integrated Auto Sales and Finance” segment of the used car market. References to the Company typically include the Company’s consolidated subsidiaries. The Company’s operations are principally conducted through its two operating subsidiaries, America’s Car Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas”), and Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”). The Company primarily sells older model used vehicles and provides financing for substantially all of its customers. Many of the Company’s customers have limited financial resources and would not qualify for conventional financing as a result of limited credit histories or past credit difficulties. As of January 31, 2026, the Company operated 136 dealerships located primarily in small cities throughout the South-Central United States. During the quarter, the Company closed eighteen dealership locations as part of its ongoing footprint optimization initiatives.

B – Summary of Significant Accounting Policies

General

The accompanying condensed consolidated balance sheet as of April 30, 2025, which has been derived from audited financial statements, and the unaudited interim condensed financial statements as of January 31, 2026 and 2025, have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended January 31, 2026 are not necessarily indicative of the results that may be expected for the year ending April 30, 2026. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended April 30, 2025.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of America’s Car-Mart, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Segment Information

The Company operates in a single reportable segment which represents our core business of offering integrated automotive sales and financing solutions for customers with limited financial resources regardless of credit history. For more information regarding one reportable segment, see Note N.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates include the Company’s allowance for credit losses.

Concentration of Risk

The Company provides financing in connection with the sale of substantially all of its vehicles. These sales are made primarily to customers residing in Alabama, Arkansas, Georgia, Illinois, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee, and Texas, with approximately 26% of revenues resulting from sales to Arkansas customers.

As of January 31, 2026, and periodically throughout the period, the Company maintained cash in financial institutions in excess of the amounts insured by the federal government. The cash is held in several highly rated banking institutions. The Company regularly monitors its counterparty credit risk and mitigates exposure by the amount it invests in one institution.

Restrictions on Distributions / Dividends

The Company's current lenders generally restrict the Company's ability to make distributions to its shareholders. On October 30, 2025, the Company entered into a new Credit and Guaranty Agreement that, among other things, limits the Company's ability to repurchase shares of its common stock or make other shareholder distributions. The agreement permits additional share repurchases or other shareholder distributions only under specified exceptions (such as limited tax distributions and certain employee-related repurchases) or if certain financial thresholds and conditions are satisfied. As of January 31, 2026, the Company did not meet those conditions and, accordingly, is not permitted to repurchase shares of its common stock, pay dividends, or make other distributions to its shareholders without the prior consent of the lenders. The Company was in compliance with all applicable covenants as of January 31, 2026.

Cash Equivalents

The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

Restricted Cash

Restricted cash is related to the financing and securitization transactions discussed below and is held by the respective securitization trusts, as well as restricted cash provided as collateral for letters of credit.

Restricted cash from collections on auto finance receivables includes collections of principal, interest, and late fee payments on auto finance receivables that are restricted for payment to holders of non-recourse notes payable pursuant to the applicable agreements.

The restricted cash on deposit in reserve accounts is for the benefit of holders of non-recourse notes payable and these funds are not expected to be available to the Company or its creditors. If the cash generated by the related receivables in a given period was insufficient to pay the interest, principal, and other required payments, the balances on deposit in the reserve accounts would be used to pay those amounts.

Restricted cash consisted of the following at January 31, 2026 and April 30, 2025:

(In thousands)	January 31, 2026		April 30, 2025
Restricted cash from collections on auto finance receivables for non-recourse notes payable	$	45,799	$	48,571
Restricted cash on deposit in reserve accounts for non-recourse notes payable		64,482		66,158
Restricted cash for letters of credit		8,786		-
Restricted Cash	$	119,067	$	114,729

Financing, Securitization, and Warehouse Transactions

The Company uses term securitizations as a source long-term financing for a portion of its auto finance receivables. In these transactions, a pool of auto finance receivables is sold to a special purpose entity that, in turn, transfers the receivables to a special purpose securitization trust. The securitization trust issues asset-backed securities, secured or otherwise supported by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used to finance the securitized receivables.

The Company recognizes transfers of auto finance receivables into the term securitization trust as secured borrowings, recording the auto finance receivables and the related non-recourse notes payable on our consolidated balance sheet. These auto finance receivables can only be used as collateral to settle obligations of the related non-recourse notes payable until the issued notes are repaid in full. The term securitization investors have no recourse to the Company’s assets beyond the related auto finance receivables, the amounts on deposit in the reserve account, and the cash from collections on auto finance receivables.

The Company’s $150 million amortizing warehouse loan facility entered into in the first quarter of fiscal 2025 was fully repaid in October 2024 and was terminated.

See Note C for additional information the Company's auto finance receivables and Note F for additional information on the Company's non-recourse notes payable and warehouse loan facility.

The Company has entered into a senior secured term loan facility executed on October 30, 2025. Borrowings under this facility are secured by substantially all of the assets of the Company and its subsidiaries and are accounted for as long-term debt. The Company recognizes interest expense over the contractual term using the effective interest method and records unamortized discounts and issuance costs as a reduction of the carrying amount of the related debt. See Note F for additional information on this senior secured term loan facility.

The Company carries the debt from the term securitization trusts on its balance sheet in recognition of the Company’s residual economic interest in the receivable pools for each transaction. The Company or one of its subsidiaries serves as the servicer for each securitization, managing collection activities as it does with its overall portfolio of receivables. The overcollateralization in each financing serves to absorb credit losses (subject to limitations) and the Company receives remaining assets of the trust upon repayment in full of the related indebtedness.

Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts carry a weighted average interest rate of approximately 17.7% using the simple effective interest method including any deferred fees. The Company originates contracts at interest rates ranging from 12.00% up to 23.00% based on the credit score of the customer and applicable state usury limits. Contract origination costs are not significant. The installment sale contracts are structured to have variable payments whereby borrowers are obligated to pay back principal plus the full amount of interest that will accrue over the entire term of the contract. Finance receivables are collateralized by vehicles sold and consist of contractually scheduled payments from installment contracts net of unearned finance charges and an allowance for credit losses. Unearned finance charges to be collected represent the balance of interest receivable to be earned over the remaining term of the related installment contract, and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables. Total earned finance charges were $7.5 million and $7.4 million at January 31, 2026 and April 30, 2025, respectively, on the Consolidated Balance Sheets.

An account is considered delinquent when the customer is one day or more behind on their contractual payments. While the Company does not formally place contracts on nonaccrual status, the immaterial amount of interest that may accrue after an account becomes delinquent up until the point of resolution via repossession or write-off, is reserved for against the accrued interest on the Condensed Consolidated Balance Sheets. Delinquent contracts are addressed through established collection practices and are typically resolved either by customers bringing their accounts current or through modifications to the original contractual terms when such restructuring is deemed appropriate; in other cases, the vehicle is repossessed or the account is written off if the collateral cannot be recovered quickly. Customer payments are set to match their payday, with approximately 78% of payments due on either a weekly or bi-weekly basis. The frequency of the payment due dates combined with the general decline in the value of collateral leads to prompt resolutions on problem accounts. On January 31, 2026, 4.4% of the Company’s finance receivable balances were 30 days or more past due, compared to 3.4% at April 30, 2025.

Substantially all of the Company’s installment sale contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit. At the time of originating an installment sale contract, the Company requires customers to meet certain criteria that demonstrate their intent and ability to pay for the financed principal and interest on the vehicle they are purchasing. However, the Company recognizes that their customer base is at a higher risk of default given their impaired or limited credit histories.

The Company strives to keep its delinquency percentages low, and not to repossess vehicles. Accounts one to three days late are contacted by telephone or text messaging notifications. Notes from each contact are electronically maintained in the Company’s computer system. The Company also utilizes text messaging that allows customers the option to receive due date reminders and late notifications, if applicable. The Company attempts to resolve payment delinquencies amicably prior to repossessing a vehicle. If a customer becomes severely delinquent in his or her payments, and management determines that timely collection of future payments is not probable, the Company will take steps to repossess the vehicle.

The Company regularly offers contract modifications to its customers. Approximately half of the Company’s installment sale contracts on average require one or more minor modifications to accommodate changes in the customer’s financial circumstances over the life of the contract. These modifications are made at the discretion of dealership management without requiring the account to be re-processed through the loan origination system or meet standard origination criteria. Modifications typically involve adjustments to payment terms, such as modest extensions to the overall contract term to lower the installment payment amount, with such modifications being expected to increase recoveries and improve the likelihood of repayment. At the time of the modification, payment terms are restructured so that the Company expects to collect all amounts due, including accrued interest at the contractual rate, during the modification period. When a customer’s contract is modified, the outstanding balance generally remains unchanged. Extension periods are capped at a maximum of twelve months beyond the initial payment term, whether granted through a single modification or multiple modifications over the life of the contract. The Company’s use of contract modifications helps the Company mitigate credit loss and potential repossession of the underlying vehicle.

A limited subset of the Company’s installment sale contracts—representing approximately 1.3% and 1.1% of total finance receivables as of January 31, 2026 and April 30, 2025, respectively—require modification due to customers entering bankruptcy protection. These modifications typically include a combination of reductions in interest rates and extensions of contract terms as part of the bankruptcy plan. When a customer enters Chapter 13 bankruptcy proceedings and includes their vehicle in the bankruptcy plan, the Company transitions the account relationship from the customer to the bankruptcy trustee upon confirmation of the customer’s bankruptcy plan. Under these circumstances, the bankruptcy trustee assumes responsibility for distributing payments to creditors on behalf of the bankruptcy court, including the Company, as allocated under the court-approved bankruptcy plan. The Company suspends its standard collections practices following the customer's bankruptcy filing and treats these accounts as being administered by the bankruptcy trustee rather than the customer, conducting all account-related communications, payment processing, and modification activities with the trustee in accordance with the bankruptcy plan and applicable bankruptcy law. Payments received from the bankruptcy trustee are applied first to accrued interest charges and then to principal reduction if sufficient funds remain. The Company continues to identify the related receivable as current in the Company’s receivables aging records while the account is being paid through the bankruptcy court system and assesses the collectability of these accounts based on factors including the trustee's payment history, the customer’s compliance with the bankruptcy plan, and the specific terms and duration of the court-approved plan. If the customer’s bankruptcy proceeding is dismissed, the Company’s collection process reverts back to the existing terms of the installment sale contract.

For those vehicles that are repossessed, the majority are returned or surrendered by the customer on a voluntary basis. Other repossessions are performed by Company personnel or third-party repossession agents. Depending on the condition of a repossessed vehicle, it is either resold on a retail basis through a Company dealership or sold for cash on a wholesale basis primarily through physical or online auctions.

The Company takes steps to repossess a vehicle when the customer becomes delinquent in his or her payments and management determines that timely collection of future payments is not probable. Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that the timely collection of future payments is not probable for accounts where the Company has been unable to repossess the vehicle. For accounts with respect to which the vehicle was repossessed, the fair value of the repossessed vehicle is charged as a reduction of the gross finance receivables balance charged-off. On average, accounts are approximately 73 days and 71 days past due at the time of charge-off at January 31, 2026 and April 30, 2025, respectively. For previously charged-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses. The amount of net repossession and charge-off loss is also reduced by any deferred service contract and accident protection plan revenue at the time of charge-off.

The quantitative portion of the Company’s allowance for credit losses is measured using an undiscounted cash flow (“CF”) model whereby the undiscounted cash flows are adjusted by a prepayment rate and then the loss rate is applied and compared to the amortized cost basis of finance receivables to reflect management’s estimate of expected credit losses. The CF model is based on installment sale contract level characteristics of the Company’s finance receivables, such as the contractual payment structure, maturity date, payment frequency for recurring payments, and interest rates, as well as the following assumptions:

•

a historical loss period, which represents a full economic credit cycle utilizing loss experience, to calculate the historical loss rate;

•

static annualized historical rate based on average time of charge-off; and

•

expected prepayment rates based on our historical experience, which also incorporates non-standard contractual payments such as down payments made during the first ninety-days or annual seasonal payments.

The Company’s allowance for credit losses also considers qualitative factors not captured within the CF modeled results such as changes in underwriting and collection practices, economic trends, changes in volume and terms of installment sales contracts, credit quality trends, installment sale contract review results, collateral trends, and concentrations of credit. The Company’s qualitative factors incorporate a macroeconomic variable forecast of inflation over a reasonable and supportable forecast period of one year that affects its customers’ non-discretionary income and ability to repay. The reasonable and supportable forecast period of one year is based on management’s current review of the reliability of extended forecasts and is applied as an adjustment to the historical loss rate.

The Company maintains an allowance for credit losses on an aggregate basis at an amount it considers sufficient to cover net credit losses expected over the remaining life of the installment sales contracts in the portfolio at the measurement date. At January 31, 2026, the weighted average total contract term was 48.8 months, with 35.4 months remaining. The allowance for credit losses at January 31, 2026, $347.6 million, was 25.53% of the principal balance in finance receivables of $1.5 billion, less deferred accident protection plan revenue of $47.1 million and deferred service contract revenue of $53.1 million, less pending accident protection plan claims of $5.4 million. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations.

In most states, the Company offers retail customers who finance their vehicle the option of purchasing an accident protection plan product as an add-on to the installment sale contract. This product contractually obligates the Company to cancel the remaining principal outstanding for any contract where the retail customer’s vehicle is totaled, as defined by the product, or the vehicle has been stolen. The Company periodically evaluates anticipated losses to ensure that if anticipated losses exceed deferred accident protection plan revenues, an additional liability is recorded for such difference. At January 31, 2026, anticipated losses did not exceed deferred accident protection plan revenues.

Inventory

Inventory consists of used vehicles and is valued at the lower of cost or net realizable value on a specific identification basis. Vehicle reconditioning costs are capitalized as a component of inventory. Repossessed vehicles and trade-in vehicles are recorded at fair value, which approximates wholesale value. The cost of used vehicles sold is determined using the specific identification method.

Goodwill

Goodwill reflects the excess of purchase price over the fair value of specifically identified net assets purchased. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to qualitative annual impairment tests at the Company’s year-end. The impairment tests are based on the comparison of the fair value of the reporting unit to the carrying value of such unit. The implied goodwill is compared to the carrying value of the goodwill to determine the impairment, if any.

The Company had $22.8 million of goodwill as of January 31, 2026 and April 30, 2025.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for additions, remodels and improvements are capitalized. Costs of repairs and maintenance are expensed as incurred. Leasehold improvements are amortized over the shorter of the estimated life of the improvement or the lease period. The lease period includes the primary lease term plus any extensions that are reasonably assured. Depreciation is computed principally using the straight-line method generally over the following estimated useful lives:

Furniture, fixtures and equipment	3 to 7 years
Leasehold improvements	5 to 15 years
Buildings and improvements	18 to 39 years

Long-Lived Assets

Long-lived assets, such as property and equipment, capitalized internal-use software and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, such assets are considered to be impaired, and the impairment is recognized to the extent that the carrying value exceeds its fair value. During the three months ended January 31, 2026, the Company recognized $2.7 million of impairment related to long-lived assets associated with thirteen store locations that were closed. The impairment charge consisted of approximately $1.6 million related to fixed assets and $1.1 million related to the right-of-use assets for the associated leased properties. During the three months ended October 31, 2025, the Company recognized $1.9 million of impairment related to long-lived assets associated with five dealership locations that were closed. The impairment charge in the prior quarter consisted of approximately $1.3 million related to fixed assets and $0.6 million related to the right-of-use assets for the associated leased properties. No other impairment charges were recognized in the periods presented.

Cloud Computing Implementation Costs

The Company enters into cloud computing service contracts to support its sales, inventory management, and administrative activities. The Company capitalizes certain implementation costs for cloud computing arrangements that meet the definition of a service contract. The Company includes these capitalized implementation costs within prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Once placed in service, the Company amortizes these costs over the remaining subscription term to the same caption on the Condensed Consolidated Statement of Operations as the related cloud subscription. Capitalized implementation costs for cloud computing arrangements accounted for as service contracts were $19.9 million as of each of January 31, 2026 and April 30, 2025. Amortization expense of capitalized implementation costs for these arrangements was $736,000 and $1.1 million for the three months ended January 31, 2026 and 2025, respectively.

Cash Overdraft

As checks are presented for payment from the Company’s primary disbursement bank account, monies are automatically drawn against cash collections for the day. Any cash overdraft balance principally represents outstanding checks, net of any deposits in transit that as of the balance sheet date had not yet been presented for payment, net of any deposits in transit. Any cash overdraft balance is reflected in accrued liabilities on the Company’s Condensed Consolidated Balance Sheets.

Deferred Sales Tax

Deferred sales tax represents a sales tax liability of the Company for vehicles sold on an installment basis in the states of Alabama and Texas. Under Alabama and Texas law for vehicles sold on an installment basis, the related sales tax is due as the payments are collected from the customer, rather than at the time of sale. Deferred sales tax liabilities are reflected in accrued liabilities on the Company’s Condensed Consolidated Balance Sheets.

Income Taxes

Income taxes are accounted for under the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply in the years in which these differences are expected to be recovered or settled. The quarterly provision for income taxes is determined using an estimated annual effective tax rate, which is based on expected annual taxable income, statutory tax rates and the Company’s best estimate of nontaxable and nondeductible items of income and expense. The effective income tax rates were (46.5)% and 29.3% for the nine months ended January 31, 2026 and 2025, respectively. The 2026 rate reflects a discrete income tax charge of $47.0 million recorded in the third quarter of fiscal 2026 related to the establishment of a full valuation allowance against the net deferred tax assets of Colonial. The establishment of the valuation allowance resulted in tax expense being recorded in a period of pre-tax loss, producing a negative effective tax rate for the period. Excluding this discrete item, the effective tax rate for the nine months ended January 31, 2026 would have been approximately 19.1%. The Company did not record a discrete income tax benefit for the nine months ended January 31, 2025.

Occasionally, the Company is audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies this methodology to all tax positions for which the statute of limitations remains open.

The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before fiscal 2022.

The Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accrued penalties or interest as of January 31, 2026 or April 30, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, restoring 100% bonus depreciation under Section 168(k) for qualifying assets placed in service after January 19, 2025, and reinstating the higher EBITDA-based limitation on business interest expense under Section 163(j), among other provisions. The Company has completed its initial assessment of the OBBBA’s corporate tax provisions and currently estimates the impact on its consolidated financial statements to be immaterial, with no material net impact on the effective tax rate for the quarter.

The Company accounts for deferred tax assets and liabilities based on differences between financial statement carrying amounts and their respective tax bases, as well as for net operating loss carryforwards, in accordance with Accounting Standards Classification ("ASC") 740, Income Taxes.

As of January 31, 2026, the Company had federal net operating loss ("NOL") carryforwards of approximately $189.2 million and state NOL carryforwards of approximately $129.0 million, each attributable to the Company's finance subsidiary, Colonial. The federal NOLs generated after December 31, 2017 carry forward indefinitely but are limited to offsetting 80% of taxable income in any given year. State NOL carryforwards expire at various dates through fiscal 2043.

In evaluating the realizability of its deferred tax assets, management considers all available positive and negative evidence, including recent operating results, projected future taxable income, the scheduled reversal of existing temporary differences, and tax planning strategies. A valuation allowance is established when, based on the weight of all available evidence, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

During the three months ended January 31, 2026, the Company determined that it is more likely than not that Colonial's net deferred tax assets will not be fully realized. This conclusion was based primarily on Colonial's cumulative pre-tax loss position over the trailing three fiscal years, which under ASC 740 represents significant objective negative evidence that is difficult to overcome with subjective projections of future taxable income. Accordingly, the Company recorded a non-cash charge of $47.0 million to establish a full valuation allowance against the net deferred tax assets attributable to Colonial's federal and state NOL carryforwards. This charge is reflected in the income tax provision for the three and nine months ended January 31, 2026.

The valuation allowance will be reassessed each reporting period. A reversal of all or a portion of the allowance could be recognized in a future period if sufficient positive evidence emerges, such as a sustained return to profitability at Colonial over multiple reporting periods, to support a conclusion that it is more likely than not that the deferred tax assets will be realized. The establishment of the valuation allowance is non-cash in nature and does not affect the Company's current cash tax obligations or its ability to utilize the NOL carryforwards should adequate future taxable income be generated.

Revenue Recognition

Revenues are generated principally from the sale of used vehicles, which in most cases includes a service contract and an accident protection plan product, as well as interest income and late fees earned on finance receivables. Revenues are net of taxes collected from customers and remitted to government agencies. Cost of vehicle sales include costs incurred by the Company to prepare the vehicle for sale including license and title costs, gasoline, transport services, and repairs.

Revenues from the sale of used vehicles are recognized when the sales contract is signed, the customer has taken possession of the vehicle and, if applicable, financing has been approved. Revenues from the sale of vehicles sold at wholesale are recognized at the time the proceeds are received. Revenues from the sale of service contracts are recognized ratably over a nine-month term for each 12,000 miles. Service contract revenues are included in sales and the related expenses are included in cost of sales. Accident protection plan revenues are initially deferred and then recognized to income using the “Rule of 78’s” interest method over the life of the contract so that revenues are recognized in proportion to the amount of cancellation protection provided. Accident protection plan revenues are included in sales and related losses are included in cost of sales as incurred. Any unearned revenue from ancillary products is charged-off at the time of repossession. Interest income is recognized on all active finance receivables accounts using the simple effective interest method. Active accounts include all accounts except those that have been paid-off or charged-off.

Sales for the three and nine months ended January 31, 2026 and 2025 consisted of the following:

	Three Months Ended January 31,				Nine Months Ended January 31,
(In thousands)	2026		2025		2026		2025
Sales – used autos	$	181,798	$	228,461	$	658,191	$	717,552
Wholesales – third party		10,606		9,091		34,038		28,462
Service contract sales		21,731		17,276		67,116		63,896
Accident protection plan revenue		8,488		8,656		25,831		26,596

Total	$	222,623	$	263,484	$	785,176	$	836,506

At January 31, 2026 and 2025, finance receivables more than 90 days past due were approximately $7.9 million and $7.0 million, respectively. Late fee revenues totaled approximately $1.5 million and $4.4 million for the three and nine months ended January 31, 2026, respectively. Late fee revenue totaled approximately $1.4 million and $3.9 million for the three and nine months ended January 31, 2025, respectively. Late fees are recognized when collected and are reflected in interest and other income on the Condensed Consolidated Statements of Operations. The amount of revenue recognized for the nine months ended January 31, 2026 that was included in the April 30, 2025 deferred service contract revenue was $29.1 million.

Earnings (Loss) per Share

Basic earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period plus dilutive common stock equivalents. The calculation of diluted earnings per share takes into consideration the potentially dilutive effect of common stock equivalents, such as outstanding stock options and non-vested restricted stock, which if exercised or converted into common stock would then share in the earnings of the Company. In computing diluted earnings per share, the Company utilizes the treasury stock method and anti-dilutive securities are excluded.

Stock-Based Compensation

The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock, based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. The Company may issue either new shares or treasury shares upon exercise of these awards. Stock-based compensation plans, related expenses, and assumptions used in the Black-Scholes option pricing model are more fully described in Note J. If an award contains a performance condition, expense is recognized only for those shares for which it is considered reasonably probable as of the current period end that the performance condition will be met. The Company accounts for forfeitures as they occur and records any excess tax benefits or deficiencies from its equity awards in its Consolidated Statements of Operations in the reporting period in which the exercise occurs. The Company recorded a discrete income tax provision for the nine months ended January 31, 2026 of $213,000 related primarily to decreased tax benefits on share-based compensation, including discrete adjustments recognized in the current period. The Company did not record a discrete income tax benefit for the nine months ended January 31, 2025. As a result, the Company’s income tax expenses and associated effective tax rate will be impacted by fluctuations in stock price between the grant dates and exercise dates of equity awards.

Warrants

The Company may issue warrants to purchase shares of its common stock in connection with financing arrangements or other corporate transactions. Warrants are evaluated at issuance to determine whether they should be classified as equity or as a liability in accordance with ASC 815-40 and ASC 480. Warrants that are indexed to the Company’s own stock and meet the equity-classification conditions are recorded in additional paid-in capital at their grant-date fair value. When warrants are issued with debt, the Company allocates the proceeds between the debt and the warrants on a relative fair value basis, with the amount allocated to the warrants recorded in equity and the amount allocated to the debt recorded as a discount amortized to interest expense over the term of the debt. Equity-classified warrants are not subsequently remeasured. Warrants that do not meet the equity-classification criteria are recorded as liabilities and remeasured at fair value each reporting period, with changes in fair value recognized in earnings.

Treasury Stock

Treasury stock may be used for issuances under the Company’s stock-based compensation plans or for other general corporate purposes. The Company has a reserve account of 10,000 shares of treasury stock to secure outstanding service contracts issued in Iowa in accordance with the regulatory requirements of that state and another reserve account of 14,000 shares of treasury stock for its subsidiary, ACM Insurance Company, in accordance with the requirements of the Arkansas Department of Insurance.

Recent Accounting Pronouncements

Occasionally, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies which the Company will adopt on the specified effective date Unless otherwise discussed, the Company believes the implementation of recently issued standards which are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

In October 2023, the FASB issued an accounting pronouncement (ASU 2023-06) related to disclosure or presentation requirements for various subtopics in the FASB’s Accounting Standards Codification (“Codification”). The amendments in the update are intended to align the requirements in the Codification with the U.S. Securities and Exchange Commission’s (“SEC”) regulations and facilitate the application of GAAP for all entities. The effective date for each amendment is the date on which the SEC removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or if the SEC has not removed the requirements by June 30, 2027, this amendment will be removed from the Codification and will not become effective for any entity. Early adoption is prohibited. We do not expect this update to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued an accounting pronouncement (ASU 2023-09) related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We will adopt this pronouncement in our Annual Report on Form 10-K for the fiscal year ending April 30, 2026, and we do not expect it to have a material effect on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires public business entities to provide enhanced disclosures of certain natural expense categories within relevant income statement captions. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The standard updates the capitalization criteria for internal-use software and requires related disclosures to be provided under ASC 360. The guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its financial statement disclosures.

C – Finance Receivables, Net

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts, which originate at interest rates ranging from 12.00% to 23.00% are collateralized by the vehicle sold and typically provide for payments over periods ranging from 18 months to 79 months. The Company’s finance receivables are defined as one segment and one class of loans, which is sub-prime consumer automobile contracts. As of January 31, 2026, the Company maintains two distinct loan pools for the purpose of estimating expected credit losses under the CECL model in accordance with ASC 326. These pools are grouped based on origination method and are managed collectively under a unified credit risk management framework. Although not considered separate segments under applicable disclosure rules, each pool is evaluated separately for expected credit losses, and the allowance for credit losses is determined accordingly.

The components of finance receivables are as follows:

(In thousands)	January 31, 2026			April 30, 2025
Gross contract amount	$	1,882,656		$	1,946,042
Less: unearned finance charges		(415,737	)		(436,887	)
Principal balance		1,466,919			1,509,155
Less: estimated insurance receivables for accident protection plan claims		(2,510	)		(2,910	)
Less: allowance for accident protection plan claims		(2,777	)		(3,135	)
Less: allowance for credit losses		(347,565	)		(323,100	)
Finance receivables, net		1,114,067			1,180,010
Loan origination costs		605			663
Finance receivables, net, including loan origination costs	$	1,114,672		$	1,180,673

Changes in the finance receivables, net are as follows:

	Nine Months Ended January 31,
(In thousands)	2026			2025
Balance at beginning of period	$	1,180,673		$	1,097,931
Finance receivable originations		730,861			779,013
Finance receivable collections		(351,754	)		(338,736	)
Provision for credit losses		(327,317	)		(281,597	)
Losses on claims for accident protection plan		(27,765	)		(25,013	)
Inventory acquired in repossession and accident protection plan claims		(90,631	)		(86,031	)

Balance at end of period	$	1,114,067		$	1,145,567

Changes in the finance receivables allowance for credit losses are as follows:

	Nine Months Ended January 31,
(In thousands)	2026			2025
Balance at beginning of period	$	323,100		$	331,260
Provision for credit losses		327,317			281,597
Charge-offs		(393,598	)		(367,554	)
Recovered collateral		90,746			88,035

Balance at end of period	$	347,565		$	333,338

Amounts recovered from previously written-off accounts were approximately $3.2 million and $2.5 million for the nine months ended January 31, 2026 and 2025, respectively. These amounts are netted against recovered collateral in the table above.

The Company increased the allowance for credit loss in the third quarter of the current fiscal year to 25.53% at January 31, 2026, from 24.19% at October 31, 2025, resulting in an addition of $8.7 million to the calculated provision.

The following table presents the finance receivables that are current and past due as follows:

(Dollars in thousands)	January 31, 2026					April 30, 2025					January 31, 2025
	Principal Balance		Percent of Portfolio			Principal Balance		Percent of Portfolio			Principal Balance		Percent of Portfolio
Current	$	1,182,760		80.63	%	$	1,208,330		80.06	%	$	1,241,566		83.55	%
3 - 29 days past due		220,239		15.01	%		249,263		16.52	%		189,842		12.78	%
30 - 60 days past due		44,435		3.03	%		34,407		2.28	%		36,159		2.43	%
61 - 90 days past due		11,561		0.79	%		11,461		0.76	%		11,372		0.77	%
> 90 days past due		7,924		0.54	%		5,694		0.38	%		7,042		0.47	%
Total	$	1,466,919		100.00	%	$	1,509,155		100.00	%	$	1,485,981		100.00	%

Accounts one and two days past due, as well as bankruptcy accounts, are considered current for this analysis, due to the varying payment dates and variation in the day of the week at each period end. The Company suspends its standard collections practices following a customer’s bankruptcy filing and treats these accounts as being administered by the bankruptcy trustee rather than the customer, conducting all account-related communications, payment processing, and modification activities with the trustee in accordance with the bankruptcy plan and applicable bankruptcy law. See Note B for further discussion of customer accounts in bankruptcy. Delinquencies may vary from period to period based on the average age of the portfolio, seasonality within the calendar year, the day of the week and overall economic factors. The above categories are consistent with internal operational measures used by the Company to monitor credit results.

At January 31, 2026, the Company's delinquency metrics were negatively impacted by a winter storm affecting the South-Central United States, which encompasses the Company's entire geographic footprint. Temporary dealership closures and disruptions to customer mobility resulted in delayed collections during the affected period. The Company has observed a normalization of these metrics subsequent to quarter end.

Substantially all of the Company’s installment sale contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit. The Company monitors customer scores, contract term length, payment to income, down payment percentages, and collections for credit quality indicators.

	Nine Months Ended January 31,
	2026			2025
Average total collected per active customer per month	$	582		$	563
Principal collected as a percent of average finance receivables		23.5	%		23.1	%
Average down-payment percentage		4.8	%		5.2	%
Average originating contract term (in months)		44.9			44.4

	As of
	January 31, 2026		January 31, 2025
Portfolio weighted average contract term, including modifications (in months)		48.8		48.3

Total dollars collected per active customer increased 3.3% year over year and principal collections as a percentage of average finance receivables increased slightly by 40 basis points compared to prior year. The portfolio weighted average contract term increased slightly from the prior year quarter and year-ended April 30, 2025. Average originating term has increased slightly from the prior year due to a couple of factors including: 1) the Company's focus on addressing affordability for the highest risk customers by slightly increasing the maximum terms over the last year and 2) the Company booking a higher percentage of better quality customers that qualify for longer terms.

When customers apply for financing, the Company’s proprietary scoring models rely on the customers’ credit histories and certain application information to evaluate and rank their risk. The Company obtains credit histories and other credit data that includes information such as number of different addresses, age of oldest record, high risk credit activity, job time, time at residence and other factors. The application information that is used includes income, collateral value and down payment. The scoring models yield credit grades that represent the relative likelihood of repayment. The Company has historically utilized a six-point scorecard for credit evaluation. In May 2025, a new seven-rank scorecard was fully implemented, offering greater granularity and improving the accuracy of loss ratio projections. Under this enhanced scoring model, customers with the highest probability of repayment are 7-rated customers. Customers assigned a lower grade are determined to have a lower probability of repayment. For loans that are approved, the credit grade influences the terms of the agreement, such as the maximum amount financed, interest rate, term length and minimum down payment. After origination, credit grades are generally not updated.

The following table presents a summary of finance receivables by credit quality indicator, as of January 31, 2026, segregated by customer score and year of origination.

	As of January 31, 2026
(Dollars in thousands)	Fiscal Year of Origination										Prior to
Customer Rating	2026		2025		2024		2023		2022		2022		Total		%
1-2	$	64,003	$	19,504	$	5,063	$	1,874	$	217	$	20	$	90,681		6.2	%
3-4		159,890		153,983		64,464		16,843		2,711		412		398,303		27.2	%
5-7		387,683		340,757		165,705		66,241		15,893		1,656		977,935		66.7	%
Total	$	611,576	$	514,244	$	235,232	$	84,958	$	18,821	$	2,088	$	1,466,919		100.0	%

Charge-offs	$	62,019	$	194,384	$	93,448	$	34,692	$	8,123	$	932	$	393,598

The following table presents a summary of finance receivables by credit quality indicator, as of January 31, 2025, segregated by customer score.

	As of January 31, 2025
(Dollars in thousands)	Fiscal Year of Origination										Prior to
Customer Rating	2025		2024		2023		2022		2021		2021		Total		%
1-2	$	42,886	$	22,136	$	6,330	$	1,189	$	69	$	50	$	72,660		4.9	%
3-4		234,245		171,447		59,807		13,628		1,228		279		480,634		32.3	%
5-6		373,199		322,146		172,832		56,862		6,915		733		932,687		62.8	%
Total	$	650,330	$	515,729	$	238,969	$	71,679	$	8,212	$	1,062	$	1,485,981		100.0	%

Charge-offs	$	62,044	$	188,736	$	89,615	$	24,130	$	2,562	$	467	$	367,554

The percentage of the portfolio in the highest customer ratings (5-7) continues to grow as a result of the Company’s early risk based pricing testing as well as the conversion to the new, more predictive, scorecard.

Contract Modifications

During the preparation of the Company's Annual Report on Form 10-K for the year ended April 30, 2025, management identified material omissions of required disclosures under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 310-10-50-42 through 50-44 related to loan modifications for borrowers experiencing financial difficulty. The previously issued financial statements have been restated to include such disclosures.

The Company identifies and discloses modifications made to customers experiencing financial difficulty after the origination date. Due to the subprime nature and limited financial resources of the majority of the Company’s customers, all modifications that result in a term extension are identified by the Company as modifications made to customers experiencing financial difficulty and are therefore included in the related disclosures. These modifications are made with the intent to support customers while preserving asset value and minimizing credit losses.

The following tables present the aggregate outstanding principal balance of contracts that have been modified during the nine months ended January 31, 2026 and 2025, categorized by type of modification. These modifications represent management’s efforts to work with customers experiencing financial difficulty to help them maintain their vehicle ownership while preserving asset value for the Company. The percentages shown represent the portion of the total gross finance receivables portfolio as of January 31, 2026 and 2025 that has been modified at least once during the period.

The following table presents contract modifications by type of modification for the following:

(Dollars in thousands)	Contract Modifications by Type
	Three Months Ended January 31, 2026					Three Months Ended January 31, 2025 (Restated)
Type of Modification	Principal Balance		% of Portfolio			Principal Balance		% of Portfolio
Term extension	$	194,053		13.2	%	$	191,054		12.9	%
Combination ⁽¹⁾		2,359		0.2	%		2,954		0.1	%
Total	$	196,412		13.4	%	$	194,008		13.0	%

(Dollars in thousands)	Contract Modifications by Type
	Nine Months Ended January 31, 2026					Nine Months Ended January 31, 2025 (Restated)
Type of Modification	Principal Balance		% of Portfolio			Principal Balance		% of Portfolio
Term extension	$	352,995		24.0	%	$	357,025		24.0	%
Combination ⁽¹⁾		8,586		0.6	%		8,669		0.6	%
Total	$	361,581		24.6	%	$	365,694		24.6	%

⁽¹⁾

These modifications result from customer bankruptcy filings and have been made in accordance with bankruptcy court requirements. They generally consist of a reduction in the contractual interest rate and/or an extension of the contract term as part of the customer’s court-approved payment restructuring plan.

The following table describes the financial effect of the modifications for each period:

Type of Modification	Three Months Ended January 31, 2026	Three Months Ended January 31, 2025 (Restated)	Nine Months Ended January 31, 2026	Nine Months Ended January 31, 2025 (Restated)
Term extension	Added a weighted average of 1.37 months to the life of contracts, which reduced monthly payment amounts to borrowers.	Added a weighted average of 1.59 months to the life of contracts, which reduced monthly payment amounts to borrowers.	Added a weighted average of 1.75 months to the life of contracts, which reduced monthly payment amounts to borrowers.	Added a weighted average of 1.99 months to the life of contracts, which reduced monthly payment amounts to borrowers.
Combination	Added a weighted average of 20.43 months to the life of contracts, which reduced monthly payment amounts to borrowers and/or reduced interest rates to a weighted average of 9.28%.	Added a weighted average of 20.96 months to the life of contracts, which reduced monthly payment amounts to borrowers and/or reduced interest rates to a weighted average of 8.76%.	Added a weighted average of 20.91 months to the life of contracts, which reduced monthly payment amounts to borrowers and/or reduced interest rates to a weighted average of 9.02%	Added a weighted average of 21.26 months to the life of contracts, which reduced monthly payment amounts to borrowers and/or reduced interest rates to a weighted average of 8.43%.

The Company closely monitors the performance of the contracts that are modified to understand the effectiveness of its modification efforts. The following table depicts the status of contracts that have term modifications as follows:

	Payment Status (Principal Balance)
(In thousands)	Total		Current		3-29 Days Past Due		30-60 Days Past Due		61-90 Days Past Due		90+ Days Past Due
For Three Months Ended January 31, 2026	$	194,053	$	147,604	$	39,218	$	6,553	$	678	$	-
For Three Months Ended January 31, 2025 (Restated)		191,054		150,835		34,321		5,385		513		-
For Nine Months Ended January 31, 2026		352,995		257,999		73,529		16,914		4,027		526
For Nine Months Ended January 31, 2025 (Restated)		357,025		264,933		71,318		14,557		4,235		1,981

The following table depicts the status of contracts that have term modifications due to the combination of modifications due to bankruptcies for the periods presented:

	Payment Status (Principal Balance)
(In thousands)	Total		Payment Received in Last 30 Days		Payment Received in Last 31-60 Days		Payment Received in Last 61-90 Days		Payment Received in Last 90+ Days
For Three Months Ended January 31, 2026	$	2,359	$	610	$	637	$	623	$	489
For Three Months Ended January 31, 2025 (Restated)		2,954		850		703		795		606
For Nine Months Ended January 31, 2026		8,586		3,417		1,651		844		2,674
For Nine Months Ended January 31, 2025 (Restated)		8,669		3,454		1,698		1,073		2,444

For the three months ended January 31, 2026 and 2025, customer contracts with an aggregate principal balance of $4.1 million and $3.4 million, respectively, were charged off within the period following contract modifications. For the nine months ended January 31, 2026 and 2025, customer contracts with an aggregate principal balance of $76.4 million and $76.2 million, respectively, were charged off within the period following contract modifications.

These modifications and their subsequent performance were evaluated under the Company’s CECL methodology, and the related allowance for credit losses reflects expected future losses based on borrower performance, economic conditions, and the nature of the modifications. The Company continues to monitor the performance of all modified contracts and has credit risk management processes in place to assess and manage these exposures.

D – Property and Equipment, Net

A summary of property and equipment is as follows:

(In thousands)	January 31, 2026			April 30, 2025
Land	$	11,998		$	11,998
Buildings and improvements		23,718			23,575
Furniture, fixtures and equipment		26,060			26,139
Leasehold improvements		50,260			51,466
Construction in progress		449			1,028
Less accumulated depreciation and amortization		(63,336	)		(57,312	)

Total	$	49,149		$	56,894

Fixed asset impairment charges for the 9 months ended January 31, 2026 were $2.9 million related to the closure of eighteen stores during the current quarter, of which $1.3 million was recorded during the prior period ended October 31, 2025, and $1.6 million was recorded in the current period ended January 31, 2026.

E – Accrued Liabilities

A summary of accrued liabilities is as follows:

(In thousands)	January 31, 2026		April 30, 2025
Cash overdraft	$	-	$	1,289
Employee compensation		10,922		7,983
Deferred sales tax (see Note B)		9,502		10,326
Fair value of contingent consideration		7,035		6,298
Accrued interest payable		1,198		2,155
Property taxes payable		1,316		1,452
Unearned Revenue		5,116		4,200
Other		3,474		2,246
Total	$	38,563	$	35,949

F – Debt Facilities

A summary of debt facilities is as follows:

(In thousands)	January 31, 2026			April 30, 2025
Senior secured note payable	$	300,000		$	-
Debt issuance costs		(13,704	)		-
Original issue discount		(11,400	)		-
Non-cash debt discount - warrants		(11,060	)		-

Senior secured note payable, net	$	263,836		$	-

Revolving line of credit	$	-		$	208,322
Debt issuance costs		-			(3,553	)

Revolving line of credit, net	$	-		$	204,769

Non-recourse notes payable - 2023-1 Issuance	$	-		$	46,289
Non-recourse notes payable - 2023-2 Issuance		42,088			92,949
Non-recourse notes payable - 2024-1 Issuance		-			73,158
Non-recourse notes payable - 2024-2 Issuance		91,817			194,139
Non-recourse notes payable - 2025-1 Issuance		92,619			168,318
Non-recourse notes payable - 2025-2 Issuance		135,962			-
Non-recourse notes payable - 2025-3 Issuance		116,787			-
Non-recourse notes payable - 2025-4 Issuance		152,516			-
Debt issuance costs - non-recourse notes payable		(3,465	)		(2,843	)

Non-recourse notes payable, net	$	628,324		$	572,010

Total debt	$	892,160		$	776,779

Credit and Guaranty Agreement (Senior Secured Notes Payable)

On October 30, 2025, the Company and its subsidiaries entered into a Credit and Guaranty Agreement with Silver Point Finance, LLC, as Administrative Agent and Collateral Agent, under which the lending group extended a senior secured term loan facility in an aggregate principal amount of $300.0 million with a maturity date of October 30, 2030. In connection with the Credit and Guaranty Agreement, the Company also issued Silver Point and certain of its affiliates warrants to purchase up to 937,487 shares of the Company's common stock at an exercise price of $22.63 per share with an expiration date of October 30, 2031.

The senior secured term loan facility is collateralized primarily by finance receivables, inventory, and equity ownership interests of certain subsidiaries of the Company and contains a guarantee by each Credit Party. Interest under the Agreement is payable monthly or quarterly, depending on the interest period selected by the Borrowers. The applicable margin is (a) with respect to term benchmark loans, 7.50% per annum, and (b) with respect to base rate loans, 6.50% per annum. The facility does not require periodic principal amortization; instead, the full outstanding principal balance is payable in a single lump-sum payment at maturity.

The Credit 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) restrictions on certain operating activities and (iv) limitations on the payment of dividends or distributions.

Termination of Revolving Line of Credit

The Company repaid and terminated its $350.0 million asset-backed revolving line of credit on October 30, 2025. Accordingly, no amounts were outstanding under the facility as of January 31, 2026.

Warrants to Purchase Common Stock

In connection with the Credit and Guaranty Agreement, on October 30, 2025, the Company issued warrants to purchase an aggregate of 937,487 shares of the Company's common stock, par value $0.01 per share, to Silver Point and certain of its affiliates at an exercise price of $22.63 per share. The Company recorded the warrants in equity at their allocated fair value and allocated the remaining proceeds from the term loan borrowing to the term loan, net of a discount.

The warrants expire on October 30, 2031. The exercise price and the number of shares underlying the warrants are subject to adjustment in the event of specified events, including a subdivision or combination of the Company's common stock, a reclassification of the common stock, certain change of control transactions, certain rights offerings or specified dividend payments, subject to certain limitations as set forth in the executed agreement. Upon exercise, the aggregate exercise price may be paid, at the warrant holder's election, in cash or on a cashless net share settlement basis, based upon the fair market value of the Company's common stock at the time of exercise.

The Company agreed to provide certain customary registration rights with respect to the resale of shares of common stock underlying the warrants held by or issuable to the holder from time to time. Pursuant to these registration rights, the Company registered the shares underlying the warrants on a registration statement under the Securities Act of 1933, as amended, effective January 16, 2026. The warrant agreement also contains customary indemnity and contribution obligations in connection with such registration.

The warrants were valued at approximately $12.1 million using the Black-Scholes option pricing model as of the issuance date. The Company allocated the proceeds from the senior secured term loan between the warrants and the loan based on their relative fair values. The portion allocated to the warrants was recorded in additional paid-in capital. The portion allocated to the term loan resulted in a debt discount, which will be amortized over the life of the loan using the effective interest method.

The fair value of warrants issued is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions in the table below.

	Nine Months Ended January 31,
	2026			2025
Expected terms (years)		6			0
Risk-free interest rate		3.55	%		-	%
Volatility		57.73	%		-	%
Exercise stock price		22.63			-
Dividend yield		-	%		-	%

Non-Recourse Notes Payable

During the quarter, on December 17, 2025, the Company completed a securitization transaction, which involved the issuance and sale in a private offering of $128.2 million aggregate principal amount of 5.87% Class A Asset Backed Notes (the “Class A Notes”) and $33.1 million aggregate principal amount of 8.42% Class B Asset Backed Notes (the “Class B Notes”), with an overall weighted average coupon of 7.02%. The Notes were issued by ACM Auto Trust 2025-4, an indirect subsidiary of the Company. The notes are collateralized by $285.4 million of accounts receivable related to installment sale contracts originated by the Company’s operating subsidiaries, America’s Car Mart, Inc. and Texas Car-Mart, Inc. The Class A Notes mature on May 20, 2030, and the Class B Notes mature on August 20, 2032.

As of January 31, 2026, the Company has six outstanding series of asset-backed non-recourse notes (known as the “2023-2 Issuance”, “2024-2 Issuance”, “2025-1 Issuance”, “2025-2 Issuance”, "2025-3 Issuance", and "2025-4 Issuance"). The six issuances are collateralized by installment sale contracts directly originated by the Company. Credit enhancement for the non-recourse notes payable consists of overcollateralization, a reserve account funded with an initial amount of not less than 3.7% of the pool balance, excess interest on the auto finance receivables, and in some cases, the subordination of certain payments to noteholders of less senior classes of notes. The timing of principal payments on the non-recourse notes payable is based on the timing of principal collections and defaults on the related auto finance receivables. As of January 2026, the outstanding notes payable related to the term securitization transactions accrue interest predominately at fixed rates and have scheduled maturities of June 20, 2028, June 20, 2030, August 20, 2031, November 20, 2031 and February 20, 2032, January 20, 2030 and July 20, 2032, and May 20, 2030 and August 20, 2032, respectively, but may be repaid earlier, depending upon collections from the underlying auto finance receivables. The original principal balance and weighted average fixed coupon rate for the outstanding securitizations are as follows:

	Original Principal Balance (in thousands)		Weighted Average Fixed Coupon Rate
2023-2	$	360,300		8.80	%
2024-2		300,000		7.44	%
2025-1		200,000		6.49	%
2025-2		216,000		6.27	%
2025-3		171,960		5.46	%
2025-4		161,264		7.02	%

On July 12, 2024, the Company’s principal operating subsidiary, America’s Car Mart, Inc., and a newly formed affiliate entered into a loan and security agreement under which the Company’s affiliate borrowed $150 million in funding through an amortizing warehouse loan facility collateralized by installment sale contracts directly originated by the Company’s operating subsidiaries. The Company used the funding from the warehouse loan facility to pay down outstanding amounts borrowed under the Company’s revolving line of credit to fund its finance receivables. The loan and security agreement provided for additional borrowing availability, subject to the terms and conditions of the agreement, and recourse against the Company with respect to up to 10% of the aggregate amount borrowed under the warehouse facility payable. Interest on any outstanding balances accrued at a rate of SOFR plus 350 basis points, with a scheduled maturity date of July 12, 2026. In October 2024, the Company used the proceeds from its 2024-2 Issuance to pay down the outstanding balance under the warehouse loan facility. The Company had no debt that was outstanding under the warehouse loan facility as of January 31, 2026.

G – Fair Value Measurements

ASC Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Topic 820 describes three levels of inputs that may be used to measure fair value:

•

Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Because no market exists for certain of the Company’s financial instruments, fair value estimates are based on judgments and estimates regarding yield expectations of investors, credit risk, and other risk characteristics, including interest rate and prepayment risk. These estimates are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The methodology and assumptions utilized to estimate the fair value of the Company’s financial instruments and other assets are as follows:

Financial Instrument and Other Assets		Valuation Methodology

Cash, cash equivalents, and restricted cash		The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instruments (Level 1).

Repossessed inventory		The fair value approximates wholesale value (Level 1).

Finance receivables, net		The Company estimated the fair value of its receivables at what a third-party purchaser might be willing to pay. The Company has had discussions with third parties and has bought and sold portfolios and has had a third-party appraisal in October 2022 that indicates a range of 34% to 39% discount to face would be a reasonable fair value in a negotiated third-party transaction. The sale of finance receivables from Car-Mart of Arkansas to Colonial is made at a 38.5% discount. For financial reporting purposes these sale transactions are eliminated (Level 2).

Accounts payable		The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instrument (Level 2).

Contingent consideration payable for acquisition		The fair value is based upon inputs from the earn-out projection for the applicable acquisition (Level 2).

Revolving line of credit		The fair value approximates carrying value due to the variable interest rates charged on the borrowings, which reprice frequently (Level 2).

Notes payable		The fair value is based upon inputs derived from prices for similar instruments at period end (Level 2).

The estimated fair values, and related carrying amounts, of the financial instruments and other assets included in the Company’s financial statements at January 31, 2026 and April 30, 2025 are as follows:

January 31, 2026

April 30, 2025

(In thousands)

Carrying
Value

Fair
Value

Carrying
Value

Fair
Value

Cash and cash equivalents

SEC Form 424B3 filed by America's Car-Mart Inc