AMERICAS CARMART INC
Items (3)
Item 1.01 Entry into a Material Definitive Agreement. On June 1, 2026, America's Car-Mart, Inc. (the "Company") received confirmation from Silver Point Finance, LLC, as Administrative Agent and Collateral Agent (the "Agent"), acting on behalf of the agents and the lenders under the Credit and Guaranty Agreement dated as of October 30, 2025, among the Company, Colonial Auto Finance, Inc. and Texas Car-Mart, Inc., as Borrowers, the Company, as Parent, the subsidiaries party thereto, the lenders party thereto (collectively, the “ Lenders”) and the Agent (the "Credit Agreement"), that prior to June 8, 2026, the Agent and Lenders would not exercise any remedies (including, without limitation, the accelerations of any obligations) under the Credit Agreement as a result of actual or anticipated defaults or events of defaults under the Credit Agreement (the “ Lender Forbearance”). On June 5, 2026, the Company requested and the Agent and Lenders agreed to extend the period covered by the Lender Forbearance through June 12, 2026. The anticipated defaults and events of default relate to the Borrowers' expected failure to satisfy certain financial covenants and reporting obligations under the Credit Agreement, specifically the financial covenants in Section 6.15(a) (minimum liquidity) and Section 6.15(b) (minimum Collateral Coverage Ratio), the reporting covenants in Section 5.1(k) (borrowing base reports) and Section 5.1(l) (liquidity reports), and Section 2.5(e) of the Credit Agreement. The Lender Forbearance provides that the Agents and the Lenders have not waived and are not waiving any default or event of default under the Credit Agreement or any other credit document, and that all rights, remedies, powers, privileges and defenses of the Agents and the Lenders are fully reserved. From and after the expiration of the applicable standstill period, the Agents and the Lenders are entitled to exercise any and all rights and remedies available to them.
Item 8.01 Other Events. As previously disclosed, the Special Committee of the Board of Directors, composed of Adam Paul (Chair), Joshua Welch, and Jonathan Buba, is overseeing the Company’s evaluation of strategic alternatives, including potential financing, recapitalization, restructuring, mergers and acquisitions, and other strategic transactions. Houlihan Lokey Capital, Inc. and FTI Consulting, Inc. are serving as the Company's financial advisors in connection with these efforts. The Company is working constructively with its lenders and advisors to achieve a sustainable capital structure, including a potential amendment to the Credit Agreement and other potential strategic transactions. There can be no assurance that these discussions or processes will result in any definitive agreement or transaction.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Form of Retention Award Agreement 10.2 Form of Retention Option Agreement (Initial Option Grants) 10.3 Form of Retention Option Agreement (Contingent Option Grants) 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) SIGNATURES 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. Date: June 5, 2026 By: /s/ Jonathan Collins Jonathan Collins Chief Financial Officer