Americas CarMart Inc. (CRMT) has a Schedule 13G/A filing from Prescott Group entities and principal Phil Frohlich reporting passive ownership of Common Stock. Prescott Group Aggressive Small Cap, L.P., Prescott Group Aggressive Small Cap II, L.P., and Prescott Group Aggressive Small Cap Master Fund, G.P. each beneficially own 227,724 shares of Common Stock. Prescott Group Capital Management, L.L.C. and Mr. Frohlich each beneficially own 227,976 shares, including 252 shares held in an additional partnership account. Each reporting person states beneficial ownership of approximately 2.7% of CRMT’s outstanding Common Stock, based on 8,327,329 shares outstanding as of July 14, 2026. The group certifies the holdings were not acquired for the purpose of changing or influencing control of the company.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned (Prescott Capital & Frohlich):227,976 sharesShares beneficially owned (Small Cap Funds & Master Fund):227,724 sharesAdditional partnership account shares:252 shares+5 more
8 metrics
Shares beneficially owned (Prescott Capital & Frohlich)227,976 sharesBeneficial ownership of Americas CarMart Common Stock as of the filing date
Shares beneficially owned (Small Cap Funds & Master Fund)227,724 sharesBeneficial ownership per Small Cap Funds and Master Fund
Additional partnership account shares252 sharesShares of Common Stock held in an additional partnership account
Ownership percentage2.7%Percent of Americas CarMart outstanding Common Stock beneficially owned by each reporting person
Shares outstanding8,327,329 sharesAmericas CarMart Common Stock outstanding as of July 14, 2026, per Form 10-K
Par value per share$0.01 per sharePar value of Americas CarMart Common Stock
Amendment numberAmendment No. 1Indicates this is the first amendment to a prior Schedule 13G
Certification date08/07/2026Date Phil Frohlich signed on behalf of the reporting persons
Key Terms
beneficial owner, Sole Voting Power, Shared Dispositive Power, Schedule 13G/A, +1 more
5 terms
beneficial ownerfinancial
"Each of the Small Cap Funds and the Master Fund is the beneficial owner of 227,724 shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Sole Voting Powerfinancial
"5 | Sole Voting Power 227,976.00 6 | Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Shared Dispositive Powerfinancial
"7 | Sole Dispositive Power 0.00 8 | Shared Dispositive Power 227,724.00"
Schedule 13G/Aregulatory
"form_type: "SCHEDULE 13G/A""
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
CUSIPfinancial
"(e) | CUSIP No.: 03062T105"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
What percentage of Americas CarMart (CRMT) shares does Prescott Group report owning?
Prescott Group entities and Phil Frohlich each report beneficial ownership of approximately 2.7% of Americas CarMart’s Common Stock, based on 8,327,329 shares outstanding as of July 14, 2026, as cited in the company’s Form 10-K.
How many Americas CarMart (CRMT) shares does Prescott Group beneficially own?
Prescott Group Aggressive Small Cap funds and the Master Fund each beneficially own 227,724 CRMT shares. Prescott Group Capital Management and Phil Frohlich each beneficially own 227,976 shares, including 252 shares held in an additional partnership account.
Is Prescott Group’s ownership in Americas CarMart (CRMT) reported as passive?
Yes. The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of Americas CarMart and are not part of any control-related transaction, other than activities solely in connection with a nomination under Rule 14a-11.
Which entities are included in the Prescott Group Schedule 13G/A for CRMT?
The filing lists Prescott Group Capital Management, L.L.C., two Prescott Group Aggressive Small Cap limited partnerships, Prescott Group Aggressive Small Cap Master Fund, G.P., and Phil Frohlich as reporting persons, collectively disclosing their beneficial ownership of Americas CarMart Common Stock.
What share count did Prescott Group use to calculate its 2.7% stake in CRMT?
The reported 2.7% ownership is calculated using 8,327,329 shares of Americas CarMart Common Stock outstanding as of July 14, 2026, as reported in the issuer’s Form 10-K referenced in the Schedule 13G/A.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
AMERICAS CARMART INC
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
03062T105
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
03062T105
1
Names of Reporting Persons
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
OKLAHOMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
227,976.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
227,976.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,976.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
03062T105
1
Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
OKLAHOMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
227,724.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,724.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,724.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
03062T105
1
Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
OKLAHOMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
227,724.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,724.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,724.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
03062T105
1
Names of Reporting Persons
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
OKLAHOMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
227,724.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,724.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,724.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
03062T105
1
Names of Reporting Persons
FROHLICH PHIL
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
227,976.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,976.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,976.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AMERICAS CARMART INC
(b)
Address of issuer's principal executive offices:
1805 NORTH 2ND STREET, 1805 NORTH 2ND STREET, ROGERS, ARKANSAS, 72756.
Item 2.
(a)
Name of person filing:
Prescott Group Capital Management, L.L.C. ("Prescott Capital"), Prescott Group Aggressive Small Cap, L.P. ("Prescott Small Cap"), Prescott Group Aggressive Small Cap II, L.P. ("Prescott Small Cap II" and, together with Prescott Small Cap, the "Small Cap Funds"), Prescott Group Aggressive Small Cap Master Fund, G.P. ("Master Fund") and Mr. Phil Frohlich (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104
(c)
Citizenship:
Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
03062T105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Each of the Small Cap Funds and the Master Fund is the beneficial owner of 227,724 shares of Common Stock, par value $0.01 per share ("Common Stock") of America's Car-Mart, Inc. (the "Issuer") as of the date hereof. Each of Prescott Capital and Mr. Frohlich is the beneficial owner of 227,976 shares of Common Stock of the Issuer as of the date hereof.
This Amendment relates to shares of Common Stock of the Issuer held in the account of the (i) Master Fund, of which the Small Cap Funds are general partners, and (ii) a partnership of which Prescott Capital serves as the general partner (the "Account").
Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 227,724 shares of Common Stock held by the Master Fund as of the date hereof. As the general partner of the Account, Prescott Capital may direct the vote and disposition of the 252 shares of Common Stock held by the Account as of the date hereof. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 227,724 shares of Common Stock held by the Master Fund as of the date hereof and the 252 shares of Common Stock held by the Account as of the date hereof.
(b)
Percent of class:
Each of the Reporting Persons is the beneficial owner of approximately 2.7% of the outstanding shares of Common Stock of the Issuer as of the date hereof. This percentage is determined by dividing 227,976 and 227,724, respectively, by 8,327,329, the number of shares of Common Stock outstanding as of July 14, 2026, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on July 14, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.
Signature:
/s/ Phil Frohlich
Name/Title:
Phil Frohlich, Managing Member
Date:
08/07/2026
PRESCOTT GROUP AGGRESSIVE SMALL CAP LP
Signature:
/s/ Phil Frohlich
Name/Title:
Phil Frohlich, Managing Member of Prescott Group Capital Management, L.L.C., its general partner
Date:
08/07/2026
PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP
Signature:
/s/ Phil Frohlich
Name/Title:
Phil Frohlich, Managing Member of Prescott Group Capital Management, L.L.C., its general partner
Date:
08/07/2026
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP
Signature:
/s/ Phil Frohlich
Name/Title:
See Comments
Date:
08/07/2026
FROHLICH PHIL
Signature:
/s/ Phil Frohlich
Name/Title:
Phil Frohlich, Self
Date:
08/07/2026
Comments accompanying signature: Phil Frohlich, Managing Member of Prescott Group Capital Management, L.L.C., the general partner of Prescott Group Aggressive Small Cap II, L.P., and the general partner of Prescott Group Aggressive Small Cap, L.P.
Exhibit Information
A Joint Filing Agreement is incorporated herein by reference to Exhibit 99 to the Schedule 13G filed on April 16, 2026 by the Reporting Persons with the SEC (https://www.sec.gov/Archives/edgar/data/799850/000116615226000002/ex.pdf).