As filed with the Securities and Exchange Commission on January 9, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 America's Car-Mart Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Texas 5500 63-0851141 1805 North 2nd Street, Suite 401 (I.R.S. Employer Identification Number) Rogers, Arkansas 72756 (479) 464-9944 (Addr ...

Core Viewpoint - Kirby McInerney LLP is investigating Car-Mart, Inc. for potential violations of federal securities laws and other unlawful business practices by the company and/or its senior management [1] Group 1: Investigation Details - The investigation is focused on Car-Mart, Inc. (NASDAQ: CRMT) and its senior management's possible legal violations [1] - On July 15, 2025, Car-Mart announced a delay in filing its annual report due to management identifying the need for further review [1]

New Residual Structure Improves Capital EfficiencyROGERS, Ark., Dec. 18, 2025 (GLOBE NEWSWIRE) -- America’s Car-Mart, Inc. (NASDAQ: CRMT) (“we,” “Car-Mart,” or the “Company”) announced today that it has completed a term securitization transaction involving the issuance of $161.3 million in principal amount of asset-backed notes with a weighted average coupon of 7.02%. The 2025-4 transaction marks another significant milestone for Car-Mart, as it introduces a more efficient deal structure that generates incr ...

It's rare to find a company with a 40-year operating history and a book value of around $65 per share trading in the mid-$20s. Usually, when a gap that wide opens up it means the market believesI'm a fundamental investor who targets situations where the market has pushed a company’s valuation far out of line with its underlying economics. My professional background in corporate financial analysis has deeply shaped my investment perspective, leading me to focus intensely on cash flow durability, balance shee ...

Core Insights - A company with a 40-year operating history and a book value of approximately $65 per share is currently trading in the mid-$20s, indicating a significant valuation gap that suggests market skepticism about its fundamentals [1] - The investment strategy focuses on identifying mispriced opportunities driven by market fear, prevailing narratives, or misunderstandings, particularly in cyclical industries, energy, industrials, and under-followed mid-caps [1] - The approach emphasizes cash flow durability, balance sheet strength, and the risks associated with different capital structures, aiming to find companies that have already faced market punishment while their fundamentals are stabilizing or improving [1] Investment Strategy - The investment philosophy is centered on targeting situations where market valuations are misaligned with underlying economic realities, particularly in sectors where expectations can become detached from actual performance [1] - Asymmetric setups are sought, where a modest change in market sentiment can lead to substantial stock price movements, especially in companies that have already been undervalued [1] - The analysis process is shared through platforms like Seeking Alpha, inviting feedback and challenges to the investment thesis [1]

Sales Performance - For the first six months of fiscal 2026, sales decreased by 1.8% compared to the prior-year period, driven primarily by a 3.4% decline in retail units sold, partially offset by a 0.9% increase in the average retail sales price [166]. - Total revenues decreased by $3.8 million or 0.5% for the six months ended October 31, 2025, with sales revenue declining by $10.5 million or 1.8% due to a 3.4% decrease in units sold [186]. - Same store revenue growth for the three months ended October 31, 2025, was (0.2)%, compared to (8.4)% in the prior year [178]. - The average retail sales price for the six months ended October 31, 2025, was $19,820, an increase of $170 compared to the prior-year period [189]. - The average retail sales price for the three months ended October 31, 2025, was $20,075, compared to $20,031 in the prior year period [178]. - The average retail sales price, including ancillary products, was $20,075 for the second quarter of fiscal 2026, an increase of $44 compared to the prior-year quarter [181]. Financial Performance - The Company's gross profit margin as a percentage of sales for the first six months of fiscal 2026 marginally decreased to 37.1% from 37.2% in the prior year period [173]. - The Company's gross profit per retail unit sold decreased to $7,868 from $8,166 in the prior year [178]. - The cost of sales as a percentage of sales increased to 62.5% for the three months ended October 31, 2025, compared to 60.6% for the same period in the prior fiscal year, resulting in a gross margin of 37.5% [180]. - Selling, general and administrative (SG&A) expenses as a percentage of sales increased to 20.0% for the three months ended October 31, 2025, compared to 16.6% in the prior year, with an absolute increase of $9.8 million [182]. - For the six months ended October 31, 2025, the company reported a net loss of $28.2 million compared to a net income of $4.1 million for the same period in 2024 [200]. Credit Losses and Provisions - The provision for credit losses as a percentage of sales increased to 39.50% for the first six months of fiscal 2026, compared to 34.00% for the same period in fiscal 2025 [168]. - Provision for credit losses as a percentage of sales was 41.6% for the three months ended October 31, 2025, compared to 34.8% for the same period in the prior fiscal year, with an increase of $19.6 million in absolute terms [183]. - Provision for credit losses as a percentage of sales was 39.5% for the six months ended October 31, 2025, compared to 34.0% for the same period in the prior fiscal year, with an increase of $27.2 million in absolute terms [191]. - The allowance for credit losses at October 31, 2025, was $338.8 million, representing 24.19% of the principal balance in finance receivables of $1.5 billion, down from 27.42% at October 31, 2024 [218]. - The allowance for credit losses is influenced by external factors such as industry trends and economic conditions [225]. Interest and Financing - Interest income rose by 5.5% for the first six months of fiscal 2026 [166]. - The average finance receivable's weighted average interest rate increased to 17.6%, up from 17.4% during the same prior year period [179]. - Interest expense as a percentage of sales decreased to 5.5% for the three months ended October 31, 2025, from 6.3% for the prior year period, reflecting a decrease of $2.4 million [184]. - The Company had an outstanding balance of $300 million on its senior secured note as of October 31, 2025 [230]. - A 1% increase in interest rates would lead to an additional annual interest expense of approximately $3 million, reducing net income before income tax [230]. - The Company's finance receivables carry annual interest rates ranging from 12.99% to 23.00% [231]. - The interest rate on the Company's senior secured note payable is generally SOFR plus 7.5% [231]. Operational Insights - The Company operated 154 dealerships as of October 31, 2025, with five locations closed subsequently as part of footprint optimization initiatives [165]. - Finance receivables, net, decreased by 0.7% compared to April 30, 2025, reflecting lower originations and normal portfolio amortization [193]. - Inventory decreased by $7.5 million, or 6.7%, compared to April 30, 2025, with annualized inventory turns increasing to 6.5 from 6.0 in the prior year [194]. - The company leased approximately 87% of its dealership properties, with operating lease commitments totaling $82.4 million [207]. - The Company expects the historical seasonality pattern of higher vehicle sales in the first and fourth fiscal quarters to continue [227]. - The third fiscal quarter (November through January) has historically been the slowest period for vehicle sales [227]. Liquidity and Cash Management - The company had approximately $122.4 million in cash on hand as of October 31, 2025, indicating a strong liquidity position [208]. - The company issued $387.96 million in non-recourse notes payable during the financing activities, with a total increase in cash of $126.43 million for the period [200]. - The weighted average fixed coupon rate for the asset-backed non-recourse notes was 7.86%, with scheduled maturities extending through 2032 [209]. - The company believes it will have adequate liquidity to continue growing revenues and satisfy capital needs through expected financing sources [212]. - The company expects to use cash from operations to grow its finance receivables portfolio and fund dealership acquisitions as opportunities arise [211]. Strategic Initiatives - The company has made substantial efforts to enhance its purchasing processes, including strategic partnerships and expanding purchasing territories [205]. - The company anticipates that macro-economic pressures will continue to affect customer demand and credit losses, necessitating ongoing process improvements in collections [206]. - The Company is currently evaluating the impact of ASU 2024-03 on its financial statement disclosures [226]. - The Company does not use financial instruments for trading purposes but has utilized an interest rate swap agreement to manage interest rate risk [229]. - The Company is exposed to market risk from changes in interest rates, particularly related to its debt obligations [229].

Core Viewpoint - Rosen Law Firm is investigating potential securities claims on behalf of shareholders of America's Car-Mart, Inc. due to allegations of materially misleading business information issued to the investing public [1]. Group 1: Legal Action and Investor Rights - Investors who purchased America's Car-Mart securities may be entitled to compensation through a class action lawsuit without any out-of-pocket fees [2]. - The Rosen Law Firm is preparing a class action to seek recovery of investor losses [2]. Group 2: Company Performance and Market Reaction - On September 4, 2025, America's Car-Mart reported a first-quarter loss of 69 cents per share, compared to a net loss of 15 cents per share in the same period the previous year [3]. - Following the release of these results, America's Car-Mart's stock experienced a significant decline of 18.2% on the same day [3]. Group 3: Rosen Law Firm's Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest securities class action settlement against a Chinese company [4]. - The firm was ranked No. 1 by ISS Securities Class Action Services for the number of settlements in 2017 and has consistently ranked in the top 4 since 2013, recovering hundreds of millions of dollars for investors [4]. - In 2019, the firm secured over $438 million for investors, and its founding partner was recognized as a Titan of Plaintiffs' Bar by Law360 in 2020 [4].

Group 1 - The article does not provide any specific content related to a company or industry [1]

Revenue and Sales Performance - Total revenue for Q2 FY'26 was $350.2 million, an increase of 0.8% year-over-year, with adjusted revenue growth of 4.8% excluding a one-time benefit from the prior year[17]. - Sales volumes decreased by 1.1% to 13,637 units compared to 13,784 units in the prior year, attributed to capital constraints[18]. - Total revenues for the six months ended October 31, 2025, were $691,282 thousand, a decrease of 0.5% compared to $695,032 thousand for the same period in 2024[53]. - Adjusted total revenue for the three months ended October 31, 2025, was $350,192 thousand, reflecting a 4.8% increase from $334,088 thousand for the same period in 2024[64]. - Retail units sold decreased by 1.1% to 13,637 in Q3 2025 compared to 13,784 in Q3 2024[37]. - Same store revenue growth showed a decline of 0.2% in Q3 2025 compared to a decline of 8.4% in Q3 2024[37]. Financial Position and Cash Flow - Total cash, including restricted cash, increased to $251.0 million from $124.5 million at the start of the fiscal year[7]. - Cash and cash equivalents increased significantly to $122,362 thousand as of October 31, 2025, compared to $9,808 thousand as of April 30, 2025[55]. - Total assets increased to $1,717,920 thousand as of October 31, 2025, up from $1,606,474 thousand as of April 30, 2025[56]. Expenses and Cost Management - SG&A expenses totaled $57.2 million, with a target to reduce SG&A as a percentage of sales to approximately 16.5%[20]. - Adjusted selling, general and administrative expenses as a percentage of sales were 18.8% for the three months ended October 31, 2025, compared to 16.6% for the same period in 2024[65]. - The Company closed five underperforming stores, projected to save $1 million in fiscal 2026 and $2 million annually[21]. Credit and Charge-offs - The allowance for credit losses as a percentage of finance receivables was 24.19%, compared to 24.72% on October 31, 2024[26]. - Net charge-offs totaled $106.3 million, with net charge-offs as a percentage of average finance receivables increasing to 7.0% from 6.6% in the prior year[23]. - Provision for credit losses increased by 19.6% to $119,074,000 in Q3 2025 from $99,522,000 in Q3 2024[51]. - The provision for credit losses increased by 13.9% to $222,109 thousand for the six months ended October 31, 2025, compared to $194,945 thousand for the same period in 2024[53]. Profitability and Earnings - Net income loss for Q3 2025 was $22,473,000, a significant decline from a net income of $5,099,000 in Q3 2024[51]. - Net loss attributable to common shareholders for the six months ended October 31, 2025, was $(28,228) thousand, compared to a net income of $4,115 thousand for the same period in 2024[53]. - Management expects actions taken during the quarter to drive meaningful improvement in operating leverage and position the Company for a return to positive GAAP earnings[35]. Customer Metrics - Active customer count rose by 0.5% to 103,819 in Q2 2025 compared to 103,336 in Q2 2024[40]. - Average total collected per active customer per month increased by 3.6% to $580 in Q3 2025 from $560 in Q3 2024[40]. Underwriting and Originations - The new LOS V2 underwriting platform is enhancing the quality of new originations, with contracts originated under this system tracking better than those from the legacy system[9].

Financial Data and Key Metrics Changes - The company reported a net loss of $22.5 million, which included approximately $20 million in non-cash reserve adjustments and one-time charges related to strategic actions [4][27] - Revenue increased by 0.8% year-over-year, primarily driven by higher interest income and a nominal increase in average retail sales price [12] - Gross profit margin was 37.5%, down from 39.4% in the prior year, but adjusted margins improved by approximately 100 basis points year-over-year [13][14] - SG&A totaled $57.2 million, with a reported SG&A as a percentage of sales at 20.0% [19] Business Line Data and Key Metrics Changes - Credit application volume increased by 14.6% year-over-year, indicating strong consumer demand despite lower inventory levels [11] - The company consolidated five underperforming stores, resulting in an estimated 10% reduction in store footprint [8][17] - The enhanced underwriting platform, LOS V2, led to 76.5% of volume coming from higher-ranked customers, a 12% improvement compared to the prior year [12] Market Data and Key Metrics Changes - The broader wholesale market effects have subsided, with prices continuing to decline seasonally [6] - The company closed a transformative $300 million term loan, enhancing capital flexibility and allowing for operational optimizations [7][24] Company Strategy and Development Direction - The company is focused on optimizing its footprint and cost structure through a multi-phase plan, aiming for over $20 million in annualized SG&A savings [8][21] - The strategy includes prioritizing higher-quality customers and leveraging new payment channels to improve collection efficiency [9][15] - The company aims to complete its capital structure transformation and normalize inventory levels to meet strong demand [30] Management's Comments on Operating Environment and Future Outlook - Management noted that consumer demand for affordable transportation remains robust despite economic uncertainties [5] - The company is preparing for a challenging environment by focusing on higher-quality customer acquisition and operational efficiency [41] - Management expressed confidence in the company's ability to navigate current challenges and return to positive earnings [30][44] Other Important Information - The company has seen a significant increase in collections per active customer, rising to $582 from $561 year-over-year [22] - The allowance for credit losses increased to 24.19% of finance receivables, reflecting observed loss history and macroeconomic uncertainties [23] Q&A Session Summary Question: Can you quantify the performance of newer vintages compared to legacy ones? - Management indicated that newer vintages are performing better, with a 18%-20% improvement in performance metrics compared to legacy loans [33] Question: How is the competitive environment affecting strategy? - Management noted that the sector is under pressure, with challenges in capital procurement and inventory sourcing, but they are positioned to benefit from easing competition [37] Question: What factors are being monitored for signs of improvement in the industry? - Management emphasized the importance of optimizing cost structures and focusing on higher-quality customers to navigate the current environment [41] Question: What are the expectations for sales volume and revenue going forward? - Management expects some near-term noise in sales results due to inventory rebuilding but is optimistic about capitalizing on the upcoming tax season [66]