America's Car-Mart secures covenant waiver to Sept. 18

AMERICAS CARMART INC (CRMT) reports that its lenders under the existing Credit and Guaranty Agreement have agreed to a further short-term extension of covenant waivers.

Rhea-AI Filing Summary

AMERICAS CARMART INC (CRMT) reports that its lenders under the existing Credit and Guaranty Agreement have agreed to a further short-term extension of covenant waivers. The Scheduled Termination Date of the waiver period has been pushed from September 11, 2026 to September 18, 2026 under a Second Extension.

The company continues to evaluate strategic alternatives through a special board committee, including potential financing, recapitalization, restructuring, mergers and acquisitions, and other transactions. It discloses existing or anticipated events of default under the credit facility, notes a substantial debt and liquidity strain, warns it may need to seek protection under bankruptcy or insolvency laws, and states that holders of its common stock could face a significant or complete loss of investment, as well as risk to continued Nasdaq listing.

Positive

• Lenders extend covenant waivers to September 18, 2026, giving America’s Car‑Mart short-term breathing room to continue its strategic and financing review with active discussions among third parties, the administrative agent, and the lenders.

Negative

• The company has experienced or anticipates events of default under its Credit and Guaranty Agreement, including failures on financial covenants and reporting obligations.
• Management highlights a substantial level of indebtedness and liquidity pressure, raising concern about the ability to fund operations and meet obligations as they come due.
• The company warns of a potential need to seek protection under bankruptcy or insolvency laws, which could materially affect stakeholders.
• It states that holders of its common stock could suffer a significant or complete loss of their investment, including through any restructuring, recapitalization, or dilution.
• There is explicit risk that the company may not continue to meet Nasdaq Stock Market listing requirements, which could impact trading liquidity and visibility.

8-K Event Classification

2 items: 1.01, 8.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Second Extension waiver end date: September 18, 2026 Initial Extension waiver end date: September 11, 2026 Original Credit Agreement date: October 30, 2025 +2 more

5 metrics

Second Extension waiver end date September 18, 2026 Scheduled Termination Date of the waiver period under the Credit and Guaranty Agreement after the Second Extension

Initial Extension waiver end date September 11, 2026 Prior extended Scheduled Termination Date before the Second Extension

Original Credit Agreement date October 30, 2025 Date of the Credit and Guaranty Agreement being amended and waived

Potential further waiver horizon November 2026 Period through which the company is seeking to extend the waiver and relief, subject to satisfying conditions

Fiscal year referenced for risk factors Year ended April 30, 2026 Most recent Annual Report on Form 10-K cited for additional risks

Key Terms

Credit and Guaranty Agreement, events of default, strategic alternatives, bankruptcy or insolvency laws, +2 more

6 terms

Credit and Guaranty Agreement financial

"amending and providing certain limited waivers under the Credit and Guaranty Agreement dated as of October 30, 2025"

A credit and guaranty agreement is a contract that sets out the terms of a loan or credit line and names one or more parties who promise to back the borrower’s obligations, like a co-signer on a car loan. It spells out repayment rules, interest, collateral, and remedies if payments stop, so investors use it to judge how risky a company’s debt is and who would be on the hook if the borrower defaults.

events of default financial

"waive, for the period from the effective date of the Amendment to September 7, 2026, certain anticipated or existing events of default"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

strategic alternatives financial

"engaged in an evaluation of strategic alternatives, overseen by a special committee"

Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

bankruptcy or insolvency laws regulatory

"the potential need to seek protection under applicable bankruptcy or insolvency laws"

Nasdaq Stock Market market

"the Company’s ability to continue to meet the continued listing requirements of the Nasdaq Stock Market"

The Nasdaq Stock Market is a place where many companies' shares are bought and sold, functioning like a marketplace for investing in businesses. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping people grow their wealth or fund business growth. Known for hosting many technology and innovative companies, it is a key indicator of the health of those sectors.

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What credit-agreement change did AMERICAS CARMART INC (CRMT) announce on September 10, 2026?

The company reported that its lenders agreed to a Second Extension of the Credit and Guaranty Agreement waivers, moving the Scheduled Termination Date of the waiver period to September 18, 2026 from a previously extended date of September 11, 2026.

Why is CRMT receiving waivers under its Credit and Guaranty Agreement?

America’s Car‑Mart disclosed it has experienced or anticipates events of default, including failure or expected failure to meet certain financial covenants and reporting obligations. Lenders agreed, via the Amendment, to waive these defaults for a specified period on stated terms.

What strategic alternatives is CRMT currently evaluating?

A special board committee is overseeing a review of strategic alternatives that may include financing, recapitalization, restructuring, mergers and acquisitions, and other transactions. The company notes there is no assurance this review will produce a favorable transaction or outcome.

What risks to CRMT shareholders does the company highlight in this 8-K?

The company warns that, given its indebtedness, liquidity issues, and potential restructuring, holders of common stock could experience a significant or complete loss of their investment and that any transaction may occur on unfavorable terms or not be completed.

Does CRMT mention bankruptcy or going-concern type risks?

Yes. America’s Car‑Mart states there is a potential need to seek protection under applicable bankruptcy or insolvency laws, tied to its indebtedness, liquidity position, and ability to fund operations and meet obligations as they come due.

What does CRMT say about its Nasdaq listing status?

The company discloses a risk related to its ability to continue to meet Nasdaq Stock Market listing requirements, indicating potential consequences for its stock’s trading status if those requirements are not maintained.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 10, 2026

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)		(IRS Employer Identification Number)

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)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Securities registered pursuant to Section 12(b) of the Act: 

Common Stock, par value $0.01 per share CRMT NASDAQ Global Select Market

Item 1.01 Entry into a Material Definitive Agreement.

As disclosed in its Current Reports on Form 8-K filed on June 25, 2026 (the “June 25th Current Report”) and September 4, 2026 (together with the June 25th Current Report, the “Prior Current Reports”), America's Car-Mart, Inc. (the "Company") entered into the First Amendment and Limited Waiver to Credit and Guaranty Agreement (the "Amendment") with Silver Point Finance, LLC, as Administrative Agent and Collateral Agent (the "Agent"), and the lenders party thereto (collectively, the "Lenders"), amending and providing certain limited waivers under the Credit and Guaranty Agreement dated as of October 30, 2025 (the "Credit Agreement").

Pursuant to the Amendment, the Lenders agreed to waive, for the period from the effective date of the Amendment to September 7, 2026 (the "Scheduled Termination Date"), certain anticipated or existing events of default under the Credit Agreement. As previously disclosed, on September 4, 2026, the Agent and Lenders agreed to extend the Scheduled Termination Date through September 11, 2026 (the "Initial Extension"). On September 10, 2026, the Agent and Lenders agreed to further extend the Scheduled Termination Date through September 18, 2026 (the "Second Extension" and, together with the Initial Extension, the “Extensions”).

Item 8.01 Other Events.

As previously disclosed, the Company is also engaged in an evaluation of strategic alternatives, overseen by a special committee of the Company’s board of directors and which may include potential financing, recapitalization, restructuring, mergers and acquisitions, and other transactions. The Company believes it has made significant progress towards a transaction and that discussions remain active with third-parties, the Agent, and the Lenders.

As described in the Prior Current Reports, the Company has experienced, or anticipates experiencing, events of default under the Credit Agreement, including the failure or expected failure to comply with certain financial covenants and reporting obligations. Pursuant to the Amendment, the Lenders have agreed to waive such defaults for the Specified Period (as defined in the Amendment) on the terms described in the June 25th Current Report, as extended by the Extensions. There can be no assurance that the Company will satisfy the conditions to a permanent waiver of such defaults, that the Company’s review of strategic and financing alternatives will result in any transaction or other outcome favorable to the Company or its stockholders or that the Company will be able to achieve a sustainable capital structure.

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 that do not relate to matters of historical fact should be considered forward-looking statements. Words such as “expects,” “believes,” “will,” “would,” “plans,” “intends,” “continue,” “remain,” and other similar words and expressions are intended to signify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the Amendment and the covenant relief and waivers provided thereunder, the duration of the waiver and relief period and the Company’s ability to extend that period, the Company’s review of strategic and financing alternatives and the potential outcomes thereof, the Company’s liquidity and efforts to preserve it, and the Company’s expectations regarding its future business and operations.

Actual results and the timing of such results could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties, including: the Company’s ability to satisfy the milestones and conditions set forth in the Amendment within the required timeframes; the Company’s ability to extend the waiver and relief period to November 2026 or otherwise obtain additional covenant relief, waivers, forbearance, or financing from its lenders on acceptable terms or at all; the risk that the Company’s review of strategic alternatives does not result in any transaction or other outcome, or that any such transaction or outcome is on terms that are unfavorable to the Company or its stakeholders, or is not completed in a timely manner; the Company’s substantial level of indebtedness and its ability to service that indebtedness; the Company’s liquidity position and ability to fund its operations and obligations as they come due; the potential need to seek protection under applicable bankruptcy or insolvency laws; the possibility that holders of the Company’s common stock could experience a significant or complete loss of their investment, including as a result of any restructuring, recapitalization, or dilution; the Company’s ability to continue to meet the continued listing requirements of the Nasdaq Stock Market; the effect of the foregoing on the Company’s relationships with customers, employees, suppliers, lenders, and other stakeholders; the costs, timing, and uncertainties associated with the strategic review process and related advisory engagements; and the diversion of management’s attention from ordinary-course business operations.

Additional risks include, without limitation: general economic conditions in the markets in which the Company operates, including but not limited to fluctuations in gas prices, grocery prices, and employment levels and inflationary pressure on operating costs and customers’ ability to make payments; the availability of quality used vehicles at prices that will be affordable to the Company’s customers, including the impacts of changes in new vehicle production and sales; the availability of credit facilities and access to capital through securitization financings or other sources on terms acceptable to the Company, and any increase in the cost of capital, to support the Company’s business; the Company’s ability to underwrite and collect its contracts effectively; competition; dependence on existing management; the ability to attract, develop, and retain qualified general managers; changes in consumer finance laws or regulations; future shutdowns of the federal government or changes to federal or state government assistance programs impacting the Company’s customers; the ability to keep pace with technological advances and changes in consumer behavior affecting the Company’s business; security breaches, cyber-attacks, or fraudulent activity; the occurrence and impact of any adverse weather events or other natural disasters affecting the Company’s dealerships or customers; and additional risks described in more detail in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2026 and other documents on file with the SEC, 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.

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 11, 2026		By: /s/ Marie Persichetti
		Marie Persichetti
		Chief Financial Officer

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