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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): May 22, 2026
America’s Car-Mart, Inc.
(Exact name of registrant as specified in its charter)
| Texas | |
0-14939 | |
63-0844612 |
| (State or other jurisdiction | |
(Commission File Number) | |
(IRS Employer |
| of incorporation) | |
| |
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:
| 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 |
Introductory Note
America’s Car-Mart, Inc. (“Car-Mart” or the “Company”) today
announced that its Board of Directors (the “Board”) has retained Houlihan Lokey Capital, Inc. (“Houlihan
Lokey”), a leading global investment bank with significant experience in the consumer finance and financial services sectors,
to serve as its financial advisor as the Company continues to evaluate and pursue strategic alternatives, including potential
financing, recapitalization, mergers and acquisitions and other transactions.
The Board also established a Special Committee to oversee the Company’s review of strategic
alternatives and appointed Adam Paul as an independent director and Chair of the Special Committee.
The Board and management continue to evaluate the full range of paths available to the business
in the interest of all stakeholders.
Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 5.02 of this Current Report on Form 8-K under the heading
“Appointment of Additional Independent Director” regarding the Independent Director Agreement is hereby incorporated by reference
in this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Additional Independent Director
On May 22, 2026, the Board increased the size of the Board from nine members to ten members
and appointed Adam Paul as an independent director, effective immediately. Simultaneously, the Board also appointed Mr. Paul to the Special
Committee described below under Item 8.01 of this Current Report.
Mr. Paul is President of AP Advisors, LLC. Mr. Paul has over 25 years of experience advising
boards of directors, senior officers, and public and private companies on capital structure solutions, strategic alternatives, recapitalizations,
and complex financial transactions. Mr. Paul has served as an independent director and special committee member for multiple companies
across industries including retail, healthcare, energy, and food services. The Board determined that Mr. Paul is independent under NASDAQ
listing standards applicable to the Company. The Company believes that Mr. Paul’s extensive capital structure, capital
markets, and board advisory expertise qualify him to serve as one of its directors.
There are no arrangements or understandings between Mr. Paul and any other persons pursuant
to which he was appointed to the Board, other than the Independent Director Agreement between the Company and Mr. Paul described below.
There are no family relationships between Mr. Paul and any director or executive officer of the Company. Mr. Paul has not engaged in any
related-person transactions required to be disclosed by Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, Mr. Paul entered into an Independent Director
Agreement with the Company. The Independent Director Agreement does not have a fixed term but is terminable upon ten days’ notice
by the Company or Mr. Paul. Mr. Paul shall be entitled to cash payments of $45,000 per month during the term of the Independent Director
Agreement for a minimum of three months, plus $4,000 per day in which Mr. Paul’s commitments to the Board exceed four hours. Mr.
Paul is also entitled to reimbursement for reasonable business related expenses incurred in good faith in the performance of his duties
for the Company.
The Independent Director Agreement includes indemnification, contribution and expense advancement
provisions that are customary for agreements of this nature. The indemnification, contribution and expense advancement benefits provided
under the Independent Director Agreement are in addition to the indemnification and expense advancement provisions provided for in the
Company’s Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended. The foregoing description of the Independent
Director Agreement is qualified in its entirety by the terms of such agreement, which is filed as an exhibit to this Current Report on
Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
Formation of Special Committee to Review Strategic Alternatives
On May 22, 2026, the Board established a Special Committee (the “Special Committee”)
for the purpose of overseeing the Company’s review of strategic alternatives (the “Strategic Alternatives Review”).
The Special Committee’s mandate includes, but is not limited to, the evaluation of (i) any financing, refinancing, or recapitalization
transaction, (ii) raising capital through the issuance of equity securities, (iii) asset sales, (iv) review and modification of the Company’s
debt facilities and (v) other strategic alternatives.
The Special Committee is composed of Adam Paul (Chair), Joshua Welch, and Jonathan Buba. The
Board has delegated to the Special Committee the exclusive authority to review, evaluate, negotiate, and make recommendations to the Board
regarding the Strategic Alternatives Review and related transactions; provided that the Board retains the authority to approve the consummation
of any such transaction following a recommendation by the Special Committee.
Furthermore, the Company has retained Houlihan Lokey as financial advisor to advise the Company
and the Special Committee with respect to the evaluation of strategic alternatives.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Independent Director Agreement, dated May 22, 2026 among AP Advisors LLC, Adam C. Paul and the Company
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: May 29, 2026 | By: |
/s/ Jonathan Collins |
| | |
Jonathan Collins |
| | |
Chief Financial Officer |
| | |
|
