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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 28, 2025
AMERICA’S
CAR-MART, INC.
(Exact
name of registrant as specified in its charter)
| Texas |
0-14939 |
63-0851141 |
| (State
or other jurisdiction of incorporation) |
(Commission
file number) |
(I.R.S.
Employer Identification No.) |
1805
North 2nd Street Suite 401, Rogers, Arkansas 72756
(Address
of principal executive offices, including zip code)
(479)
464-9944
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item 1.01. | Entry
into a Material Definitive Agreement. |
On
August 28, 2025, affiliates of America’s Car-Mart, Inc. (the “Company”) completed a securitization transaction
(the “Securitization Transaction”), which involved the issuance and sale in a private offering of $133,340,000 aggregate
principal amount of 5.01% Class A Asset Backed Notes (the “Class A Notes”) and $38,620,000 aggregate principal amount of
6.08% Class B Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The
Notes were issued by ACM Auto Trust 2025-3 (the “Issuer”), an indirect subsidiary of the Company. The Notes are collateralized
by $291.5 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 Issuer will be the sole obligor of the Notes; the Notes will not be obligations
of or guaranteed by the Company or any of its other affiliates or subsidiaries. Net proceeds from the offering (after deducting the underwriting
discount payable to the initial purchasers and other expenses) were approximately $170.7 million and are being used to pay outstanding
debt and make the initial deposits into collection and reserve accounts for the benefit of noteholders.
S&P
Global Rating Agency has rated the Notes as follows: Class A Notes, A(sf); and Class B Notes, BBB(sf).
To
execute the Securitization Transaction, Colonial Auto Finance, Inc., a wholly-owned subsidiary of the Company (the “Seller”),
sold or conveyed certain customer receivable contracts (the “Receivables”) (loans made to finance customer purchases of used
vehicles from the Company’s subsidiaries) to ACM Funding, LLC, an indirect wholly-owned subsidiary of the Company (the “Depositor”),
pursuant to a Purchase Agreement, dated as of August 28, 2025, by and between the Seller and the Depositor (the “Purchase Agreement”).
The Receivables were then sold by the Depositor to the Issuer pursuant to a Sale and Servicing Agreement, dated August 28, 2025, by and
between the Depositor, the Issuer, America’s Car Mart, Inc., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, as trustee (the “Trustee”) (the “Sale and Servicing Agreement”). Under the Sale and Servicing
Agreement, the Servicer is responsible for servicing the Receivables and the Servicer will receive a monthly service fee equal to 4.00%
(annualized) based on the outstanding principal balance of the Receivables. If the Servicer defaults on its obligations under the Sale
and Servicing Agreement, it may, and under certain circumstances, will be terminated and replaced as servicer.
The
Notes were issued pursuant to an Indenture, dated August 28, 2025, by and between the Issuer and the Trustee (the “Indenture”).
The Issuer will pay interest and principal on the Notes monthly on the 20th day of each month (or, if that day is not a business day,
on the next business day), starting on September 20, 2025. The Class A Notes mature on January 20, 2030, and the Class B Notes mature
on July 20, 2032.
The
Notes were sold initially to BMO Capital Markets Corp., Deutsche Bank Securities Inc., and MUFG Securities Americas Inc. as initial purchasers,
and then reoffered and resold only to “Qualified Institutional Buyers” as defined in Rule 144A (“Rule 144A”)
under the Securities Act of 1933, as amended, in transactions meeting the requirements of Rule 144A.
Credit
enhancement for the Notes will consist of over-collateralization, a reserve account funded with an initial amount of not less than 2.00%
of the pool balance as of the cut-off date, excess interest on the Receivables, and the subordination of certain payments to the noteholders
of less senior classes of notes.
The
Servicer will have the right at its option to purchase (and/or designate one or more other persons to purchase) the Receivables and the
other issuing entity property (other than the reserve account) from the issuing entity on any payment date if both of the following conditions
are satisfied: (a) as of the last day of the related collection period, the Note balance has declined to 10% or less of the Note balance
as of August 28, 2025, and (b) the sum of the purchase price (as described below) and the available funds for such payment date would
be sufficient to pay the sum of (i) the servicing fee for such payment date and all unpaid servicing fees for prior periods, (ii) all
fees, expenses and indemnities owed to the Trustee, the owner trustee, the backup servicer, the certificate registrar, the paying agent
and the calculation agent and not previously paid (without giving effect to any caps), (iii) interest then due on the outstanding Notes
and (iv) the aggregate unpaid Note balance of all of the outstanding Notes. If the Servicer (or its designee) purchases the Receivables
and other Issuer property (other than the reserve account), the purchase price will equal the greater of (a) the unpaid principal amount
of all of the outstanding Notes, plus accrued and unpaid interest on the outstanding Notes at the applicable interest rate up to but
excluding that payment date (after giving effect to all distributions to be made on that payment date) and (b) the pool balance.
If
certain events of default were to occur under the Indenture, the Trustee may, and at the direction of the required noteholders, shall
cause the unpaid principal amount of all of the Notes outstanding, together with accrued and unpaid interest thereon, to be immediately
due and payable. Events of default under the Indenture include, but are not limited to, events such as failure to make required payments
on the Notes or specified bankruptcy-related events. If an event of default related to specified bankruptcy-related events were to occur
under the Indenture, all unpaid principal of and accrued and unpaid interest, if applicable, on all the Notes outstanding shall become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any noteholder.
The
foregoing descriptions of the Indenture, the Purchase Agreement, and the Sale and Servicing Agreement do not purport to be complete and
are qualified in their entirety by reference to such documents, which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this
Current Report on Form 8-K and incorporated by reference herein.
| Item 2.03. | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The
information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
On
August 29, 2025, the Company issued a press release announcing the Securitization Transaction. A copy of the press release is attached
as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
| 4.1 |
Indenture, dated August 28, 2025, by and between ACM Auto Trust 2025-3 and Deutsche Bank National Trust Company, as Indenture Trustee. |
| 10.1 |
Purchase Agreement, dated August 28, 2025, by and between Colonial Auto Finance, Inc. and ACM Funding, LLC. |
| 10.2 |
Sale and Servicing Agreement, dated August 28, 2025, by and among ACM Auto Trust 2025-3, ACM Funding, LLC, America’s Car Mart, Inc., Deutsche Bank National Trust Company, as Indenture Trustee, Calculation Agent and Paying Agent, and Systems & Services Technologies, Inc., as Backup Servicer. |
| 99.1 |
Press Release dated August 29, 2025 |
| |
|
| 104 |
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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: September
2, 2025 |
/s/
Jonathan Collins |
| |
Jonathan
Collins |
| |
Chief
Financial Officer |
| |
(Principal
Financial Officer) |
