AMERICAS CARMART INC
Items (2)
Item 7.01. Regulation FD Disclosure. As previously disclosed in the Company's Form 12b-25 filed on July 15, 2025, the Company indicated that the filing of its Annual Report would be delayed beyond the prescribed due date. As part of the year-end reporting process and the preparation of the Annual Report, management identified the need to include disclosures related to loan modifications for borrowers experiencing financial difficulty, in accordance with ASC 310-10-50-42 through 50-44. The Company noted in the Form 12b-25 that it expected to file the Annual Report within the 15-calendar-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. However, as a result of the matters described in Item 4.02 above, the Company determined that additional time would be needed to complete the omitted disclosures related to loan modifications made to borrowers experiencing financial difficulty and to address the identified material weaknesses. Therefore, the Company was unable to file the Annual Report within the extension period which ended July 29, 2025. The Company issued a press release on July 30, 2025 related to these circumstances. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company's management intends to file the Annual Report as soon as practicable following completion of the necessary disclosures and remediation efforts; however, no assurance can be given as to the definitive date on which the Annual Report will be filed. The Company expects to receive a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, as a result of the Company's delay in filing the Annual Report, the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The Company does not expect such notification letter, when received, to have an immediate effect on the listing or trading of the Company's common stock on The Nasdaq Global Select Market. The Company will issue a press release and file a Form 8-K with the SEC to announce the notification when received. The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing. Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. Words such as “expect,” “believe,” “will,” “would,” “plans,” “intends,” and other similar words and expressions are intended to signify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the Company’s ability to file its Annual Report for the fiscal year ended April 30, 2025 and anticipated disclosures in the Annual Report. Actual events and the timing of such events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties, including the time and effort required for the Company to complete its analysis and preparation of the additional disclosures necessary to finalize the Company’s financial statements and Annual Report; the time and effort required for the Company’s independent auditor to complete its review of the Annual Report and its audit opinions with respect to the Company’s financial statements and internal control over financial reporting to be included in the Annual Report; the completion by the Company of its analysis and preparation of the additional disclosures and any other information necessary to complete the financial statements and the Annual Report; the completion by independent auditor of its review procedures and other steps necessary to complete its audit of the Company’s financial statements and internal control over financial reporting and its review of the Annual Report; and additional risks described in more detail in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2024 and other documents on file with the Securities and Exchange Commission, each of which can be found on the SEC’s website, www. sec. gov, or the investor relations section of the Company’s website. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release dated July 30, 2025 ───────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. America's Car-Mart Inc. By: /s/ Jonathan Collins Jonathan Collins Chief Financial Officer (Principal Financial Officer)