UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~July 31, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 0-14939

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)


Texas			63-0851141
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

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)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer x Non-accelerated filer o o Smaller reporting company o Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Each Class			Outstanding at ~~March~~September 64, 2025
Common stock, par value $.01 per share			8,261,869
Common Stock, par value $0.01 per share			8,278,194

Table of Contents

AMERICA’S CAR-MART, INC.

TABLE OF CONTENTS

			PageNo.
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements	4
		Condensed Consolidated Balance Sheets (Unaudited) – January 31, 2025 and April 30, 2024	3
		Condensed Consolidated Balance Sheets (Unaudited) – July 31, 2025 and April 30, 2025	4
		Condensed Consolidated Statements of Operations (Unaudited) – Three and Nine Months Ended January 31, 2025 and 2024	4
		Condensed Consolidated Statements of Operations (Unaudited) – Three Months Ended July 31, 2025 and 2024	5
		Condensed Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended January 31, 2025 and 2024	5
		Condensed Consolidated Statements of Cash Flows (Unaudited) – Three Months Ended July 31, 2025 and 2024	6
		Condensed Consolidated Statements of Equity (Unaudited) – Three and Nine Months Ended January 31, 2025	6
		Condensed Consolidated Statements of Equity (Unaudited) – Three Months Ended July 31, 2025	7
		Condensed Consolidated Statements of Equity (Unaudited) – Three and Nine Months Ended January 31, 2024	7
		Condensed Consolidated Statements of Equity (Unaudited) – Three Months Ended July 31, 2024	8
		Notes to Consolidated Financial Statements (Unaudited)	89
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2833
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4043
	Item 4.	Controls and Procedures	4043
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	4245
	Item 1A.	Risk Factors	4245
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4245
	Item 3.	Defaults Upon Senior Securities	4245
	Item 4.	Mine Safety Disclosure	4245
	Item 5.	Other Information	4245
	Item 6.	Exhibits	4346
SIGNATURES			4447

Table of Contents

Part I. FINANCIAL INFORMATION


Item 1. Financial Statements			America’s Car-Mart, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

~~January~~July 31, 2025 and April 30, ~~2024~~2025

(Dollars in thousands except share and per share amounts)	~~January~~July 31, 2025		April 30, ~~2024~~2025
Assets:	(Unaudited)
Cash and cash equivalents	$	89,~~532~~666	$	59,~~522~~808
Restricted cash	~~117~~111,~~826~~761		88114,~~925~~729
Accrued interest on finance receivables	78,~~056~~145		67,~~907~~432
Finance receivables, net	1,146,212		1,098,591
Finance receivables, net of allowance for credit losses of $326,070 and $323,100	1,183,452		1,180,673
Inventory	~~143~~112,~~933~~451		~~107~~112,~~470~~229
Income tax receivable, net	-805		~~2,958~~—
Prepaid expenses and other assets	3839,~~191~~236		3138,~~276~~082
Right-of-use asset	6463,~~475~~560		6163,~~185~~825
Goodwill	2223,~~822~~695		1422,~~449~~802
Property and equipment, net	5855,~~052~~203		6056,~~361~~894
Total assets	$	1,607,099	$	1,477,644
Total Assets	$	1,607,974	$	1,606,474
Liabilities, mezzanine equity and equity:
Liabilities:
Accounts payable	$	3233,~~747~~977	$	2134,~~379~~980
Deferred accident protection plan revenue	50,~~374~~881		51,~~836~~458
Deferred service contract revenue	5761,~~127~~332		6861,~~945~~787
Accrued liabilities	3546,~~521~~607		2735,~~828~~949
Income tax payable, net	~~526~~—		-1,451
Deferred income tax liabilities, net	97,~~462~~754		177,~~808~~146
Lease liability	6766,~~667~~948		6467,~~250~~002
Notes payable, net	~~722~~610,~~245~~750		~~553~~572,~~629~~010
Revolving line of credit, net	73164,~~119~~394		~~200~~204,~~819~~769
Total liabilities	1,~~048~~042,~~788~~643		1,~~006~~036,~~494~~552
Commitments and contingencies (Note K)
Mezzanine equity:
Mandatorily redeemable preferred stock	400		400
Equity:
Preferred stock, par value $.01 per share, 1,000,000 shares authorized; none issued or outstanding	-		-
Preferred stock, par value $0.01 per share, 1,000,000 shares authorized; none issued or outstanding	-		-
Common stock, par value $.01 per share, 50,000,000 shares authorized; 15,599,303 and 13,727,013 issued at January 31, 2025 and April 30, 2024, respectively, of which 8,256,765 and 6,394,675 were outstanding at January 31, 2025 and April 30, 2024, respectively	156		137
Common stock, par value $0.01 per share, 50,000,000 shares authorized; 15,621,456 and 15,605,818 issued at July 31, 2025 and April 30, 2025, respectively, of which 8,277,613 and 8,263,280 were outstanding at July 31, 2025 and April 30, 2025, respectively	156		156
Additional paid-in capital	~~194~~196,~~237~~451		~~113~~195,~~930~~225
Retained earnings	~~661~~666,~~636~~515		~~654~~672,~~369~~261
Less: Treasury stock, at cost, 7,342,538 and 7,332,338 shares at January 31, 2025 and April 30, 2024, respectively	(298,218)		(297,786)
Less: Treasury stock, at cost, 7,343,843 and 7,342,538 shares at July 31, 2025 and April 30, 2025, respectively	(298,291)		(298,220)
Total stockholders' equity	~~557~~564,~~811~~831		~~470~~569,~~650~~422
Non-controlling interest	100		100
Total equity	~~557~~564,~~911~~931		~~470~~569,~~750~~522
Total Liabilities, Mezzanine Equity and Equity	$	1,607,~~099~~974	$	1,~~477~~606,~~644~~474

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Condensed Consolidated Statements of Operations (Unaudited) America’s Car-Mart, Inc.

Three and Nine Months Ended January 31, 2025 and 2024

(Dollars in thousands except share and per share amounts)	Three Months EndedJanuary 31,				Nine Months EndedJanuary 31,
	2025		2024		2025		2024
Revenues:	(Unaudited)				(Unaudited)
Sales	$	263,484	$	240,401	$	836,506	$	854,170
Interest and other income	62,242		59,213		184,252		175,051
Total revenues	325,726		299,614		1,020,758		1,029,221
Costs and expenses:
Cost of sales	169,374		158,250		529,159		560,692
Selling, general and administrative	46,460		43,562		140,578		134,895
Provision for credit losses	86,652		89,582		281,597		321,300
Interest expense	16,923		16,731		53,277		47,587
Depreciation and amortization	1,890		1,712		5,700		5,101
Loss on disposal of property and equipment	37		119		124		359
Total costs and expenses	321,336		309,956		1,010,435		1,069,934
Income (loss) before taxes	4,390		(10,342)		10,323		(40,713)
Provision (benefit) for income taxes	1,228		(1,800)		3,026		(8,894)
Net income (loss)	$	3,162	$	(8,542)	$	7,297	$	(31,819)
Less: Dividends on mandatorily redeemable preferred stock	(10)		(10)		(30)		(30)
Net income (loss) attributable to common stockholders	$	3,152	$	(8,552)	$	7,267	$	(31,849)
Earnings (loss) per share:
Basic	$	0.38	$	(1.34)	$	0.96	$	(4.99)
Diluted	$	0.37	$	(1.34)	$	0.94	$	(4.99)
Weighted average number of shares used in calculation:
Basic	8,256,681		6,393,080		7,600,470		6,386,997
Diluted	8,413,088		6,393,080		7,753,654		6,386,997

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Condensed Consolidated Statements of ~~Cash~~Operations ~~Flows~~ (Unaudited) America’s Car-Mart, Inc. Three Months Ended July 31, 2025 and 2024

Nine Months Ended January 31, 2025 and 2024


	Three Months Ended July 31,
(Dollars in thousands except share and per share amounts)	2025		2024
Revenues:	(Unaudited)
Sales	$	276,240	$	287,248
Interest and other income	65,072		60,515

Total revenues	341,312		347,763

Costs and expenses:
Cost of sales	175,080		186,570
Selling, general and administrative	51,408		46,711
Provision for credit losses	103,036		95,423
Interest expense	17,042		18,312
Depreciation and amortization	2,139		1,884
Loss on disposal of property and equipment	9		46
Total costs and expenses	348,714		348,946

Loss before taxes	(7,402)		(1,183)

Benefit for income taxes	(1,666)		(219)

Net loss	$	(5,736)	$	(964)

Less: Dividends on mandatorily redeemable preferred stock	(10)		(10)

Net loss attributable to common stockholders	$	(5,746)	$	(974)

Loss per share:
Basic	$	(0.69)	$	(0.15)
Diluted	$	(0.69)	$	(0.15)

Weighted average number of shares used in calculation:
Basic	8,274,054		6,396,757
Diluted	8,274,054		6,396,757

(In thousands)	Nine Months EndedJanuary 31,
	2025		2024
	(Unaudited)
Operating Activities:
Net income (loss)	$	7,297	$	(31,819)
Adjustments to reconcile net income to net cash used in operating activities:
Provision for credit losses	281,597		321,300
Losses on claims for accident protection plan	25,013		24,480
Depreciation and amortization	5,700		5,101
Amortization of debt issuance costs	4,070		3,988
Loss on disposal of property and equipment	4		359
Impairment of goodwill	120		212
Stock based compensation	3,785		2,882
Deferred income taxes	(8,346)		(18,967)
Excess tax benefit from share based compensation	-		213
Change in operating assets and liabilities:
Finance receivable originations	(779,013)		(794,477)
Loan origination costs	16		39
Finance receivable collections	338,736		324,703
Accrued interest on finance receivables	(149)		(1,255)
Inventory	53,330		103,451
Prepaid expenses and other assets	(6,411)		(3,734)
Accounts payable and accrued liabilities	16,065		(5,824)
Deferred accident protection plan revenue	(1,462)		(1,926)
Deferred service contract revenue	(11,818)		(130)
Income taxes, net	3,484		8,232
Net cash used in operating activities	(67,982)		(63,172)
Investing Activities:
Purchase of investments	(7,527)		(4,815)
Purchase of property and equipment	(3,089)		(4,864)
Proceeds from sale of property and equipment	24		350
Net cash used in investing activities	(10,592)		(9,329)
Financing Activities:
Exercise of stock options	-		(455)
Issuance of common stock	74,041		218
Purchase of common stock	(432)		(336)
Dividend payments	(30)		(30)
Change in cash overdrafts	58		2,183
Debt issuance costs	(6,963)		(5,892)
Issuances of notes payable	649,889		610,340
Payments on notes payable	(479,326)		(394,450)
Proceeds from revolving line of credit	459,697		406,844
Payments on revolving line of credit	(586,449)		(519,366)
Net cash provided by financing activities	110,485		99,056
Increase in cash, cash equivalents, and restricted cash	31,911		26,555
Cash, cash equivalents, and restricted cash beginning of period	94,447		68,034
Cash, cash equivalents, and restricted cash end of period	$	126,358	$	94,589

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Condensed Consolidated Statements of ~~Equity~~Cash Flows (Unaudited) America’s Car-Mart, Inc. Three Months Ended July 31, 2025 and 2024

Three and Nine Months Ended January 31, 2025


	Three Months Ended July 31,
(In thousands)	2025		2024
	(Unaudited)
Operating Activities:
Net loss	$	(5,736)	$	(964)
Adjustments to reconcile net loss to net cash used in operating activities:

Provision for credit losses	103,036		95,423
Losses on claims for accident protection plan	8,595		9,321
Depreciation and amortization	2,139		1,884
Amortization of debt issuance costs	1,269		1,265
Gain on disposal of property and equipment	(9)		-
Impairment of goodwill	14		46

Stock based compensation	1,157		1,324
Deferred income taxes	608		(943)

Change in operating assets and liabilities:
Finance receivable originations	(262,746)		(271,756)

Finance receivable collections	118,720		112,358
Accrued interest on finance receivables	(713)		(600)
Inventory	28,618		25,603
Prepaid expenses and other assets	(787)		(2,332)
Accounts payable and accrued liabilities	3,205		11,466
Deferred accident protection plan revenue	(578)		205
Deferred service contract revenue	(455)		707
Income taxes, net	(2,255)		2,021
Net cash used in operating activities	(5,918)		(14,972)



Investing Activities:
Purchase of investments	-		(7,527)
Purchase of property and equipment	(459)		(986)
Proceeds from sale of property and equipment	20		-
Net cash used in investing activities	(439)		(8,513)

Financing Activities:

Issuance of common stock	69		76
Purchase of common stock	(71)		(24)
Dividend payments	(10)		(10)
Change in cash overdrafts	6,162		989
Debt issuance costs	(1,708)		(1,387)
Issuances of notes payable	216,000		149,889
Payments on notes payable	(177,499)		(106,076)
Proceeds from revolving line of credit	158,571		136,000
Payments on revolving line of credit	(198,267)		(151,798)
Net cash provided by financing activities	3,247		27,659

(Decrease) increase in cash, cash equivalents, and restricted cash	(3,110)		4,174
Cash, cash equivalents, and restricted cash beginning of period	124,537		94,447

Cash, cash equivalents, and restricted cash end of period	$	121,427	$	98,621

(In thousands, except share data)	Common Stock			AdditionalPaid-InCapital		RetainedEarnings		TreasuryStock		Non-ControllingInterest		TotalEquity
	Shares	Amount
Balance at April 30, 2024	13,727,013	$	137	$	113,930	$	654,369	$	(297,786)	$	100	$	470,750
Issuance of common stock	2,491	-		76		-		-		-		76
Purchase of treasury shares	-	-		-		-		(24)		-		(24)
Stock based compensation	-	-		1,325		-		-		-		1,325
Dividends on subsidiary preferred stock	-	-		-		(10)		-		-		(10)
Net loss	-	-		-		(964)		-		-		(964)
Balance at July 31, 2024 (Unaudited)	13,729,504	$	137	$	115,331	$	653,395	$	(297,810)	$	100	$	471,153
Issuance of common stock, net of issuance costs	1,865,769	19		73,874		-		-		-		73,893
Purchase of treasury shares	-	-		-		-		(388)		-		(388)
Stock issued related to acquisitions	-	-		2,500		-		-		-		2,500
Stock based compensation	-	-		1,418		-		-		-		1,418
Dividends on subsidiary preferred stock	-	-		-		(10)		-		-		(10)
Net income	-	-		-		5,099		-		-		5,099
Balance at October 31, 2024 (Unaudited)	15,595,273	$	156	$	193,123	$	658,484	$	(298,198)	$	100	$	553,665
Issuance of common stock	4,030	-		72		-		-		-		72
Purchase of treasury shares	-	-		-		-		(20)		-		(20)
Stock based compensation	-	-		1,042		-		-		-		1,042
Dividends on subsidiary preferred stock	-	-		-		(10)		-		-		(10)
Net income	-	-		-		3,162		-		-		3,162
Balance at January 31, 2025 (Unaudited)	15,599,303	$	156	$	194,237	$	661,636	$	(298,218)	$	100	$	557,911

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Condensed Consolidated Statements of Equity (Unaudited) America’s Car-Mart, Inc. Three Months Ended July 31, 2025

Three and Nine Months Ended January 31, 2024


	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock		Non- Controlling Interest		Total Equity
(In thousands, except share data)	Shares	Amount

Balance at April 30, 2025	15,605,818	$	156	$	195,225	$	672,261	$	(298,220)	$	100	$	569,522

Issuance of common stock	15,638	-		69		-		-		-		69

Purchase of treasury shares	-	-		-		-		(71)		-		(71)
Stock based compensation	-	-		1,157		-		-		-		1,157
Dividends on subsidiary preferred stock	-	-		-		(10)		-		-		(10)
Net loss	-	-		-		(5,736)		-		-		(5,736)
Balance at July 31, 2025 (Unaudited)	15,621,456	$	156	$	196,451	$	666,515	$	(298,291)	$	100	$	564,931

(In thousands, except share data)	Common Stock			AdditionalPaid-InCapital		RetainedEarnings		TreasuryStock		Non-ControllingInterest		TotalEquity
	Shares	Amount
Balance at April 30, 2023	13,701,468	$	137	$	109,929	$	685,802	$	(297,421)	$	100	$	498,547
Issuance of common stock	2,921	-		78		-		-		-		78
Stock options exercised	6,493	-		(455)		-		-		-		(455)
Purchase of treasury shares	-	-		-		-		(68)		-		(68)
Stock based compensation	-	-		2,451		-		-		-		2,451
Dividends on subsidiary preferred stock	-	-		-		(10)		-		-		(10)
Net income	-	-		-		4,186		-		-		4,186
Balance at July 31, 2023 (Unaudited)	13,710,882	$	137	$	112,003	$	689,978	$	(297,489)	$	100	$	504,729
Issuance of common stock	849	-		65		-		-		-		65
Stock based compensation	-	-		(712)		-		-		-		(712)
Dividends on subsidiary preferred stock	-	-		-		(10)		-		-		(10)
Net loss	-	-		-		(27,463)		-		-		(27,463)
Balance at October 31, 2023 (Unaudited)	13,711,731	$	137	$	111,356	$	662,505	$	(297,489)	$	100	$	476,609
Issuance of common stock	11,207	-		75		-		-		-		75
Purchase of treasury shares	-	-		-		-		(268)		-		(268)
Stock based compensation	-	-		1,143		-		-		-		1,143
Dividends on subsidiary preferred stock	-	-		-		(10)		-		-		(10)
Net loss	-	-		-		(8,542)		-		-		(8,542)
Balance at January 31, 2024 (Unaudited)	13,722,938	$	137	$	112,574	$	653,953	$	(297,757)	$	100	$	469,007

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents


Condensed Consolidated Statements of Equity (Unaudited)			America’s Car-Mart, Inc.

Three Months Ended July 31, 2024


	Common Stock			Paid-In Capital		Retained Earnings		Treasury Stock		Non-Controlling Interest		Total Equity
(In thousands, except share data)	Shares	Amount

Balance at April 30, 2024	13,727,013	$	137	$	113,930	$	654,369	$	(297,786)	$	100	$	470,750

Issuance of common stock	2,491	-		76		-		-		-		76

Purchase of treasury shares	-	-		-		-		(24)		-		(24)
Stock based compensation	-	-		1,325		-		-		-		1,325
Dividends on subsidiary preferred stock	-	-		-		(10)		-		-		(10)
Net loss	-	-		-		(964)		-		-		(964)
Balance at July 31, 2024 (Unaudited)	13,729,504	$	137	$	115,331	$	653,395	$	(297,810)	$	100	$	471,153

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents


Notes to Consolidated Financial Statements (Unaudited)			America’s Car-Mart, Inc.

A – Organization and Business

America’s Car-Mart, Inc., a Texas corporation (the “Company”), is one of the largest publicly held automotive retailers in the United States focused exclusively on the “Integrated Auto Sales and Finance” segment of the used car market. References to the Company typically include the Company’s consolidated subsidiaries. The Company’s operations are principally conducted through its two operating subsidiaries, America’s Car Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas”), and Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”). The Company primarily sells older model used vehicles and provides financing for substantially all of its customers. Many of the Company’s customers have limited financial resources and would not qualify for conventional financing as a result of limited credit histories or past credit difficulties. As of ~~January~~July 31, 2025, the Company operated 154 dealerships located primarily in small cities throughout the South-Central United States.

B – Summary of Significant Accounting Policies

General

The accompanying condensed consolidated balance sheet as of April 30, ~~2024~~2025, which has been derived from audited financial statements, and the unaudited interim condensed financial statements as of ~~January~~July 31, 2025 and 2024, have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~January~~July 31, 2025 are not necessarily indicative of the results that may be expected for the year ending April 30, ~~2025~~2026. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended April 30, ~~2024~~2025.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of America’s Car-Mart, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Segment Information

Each dealership is an operating segment with its results regularly reviewed by the Company’s chief operating decision maker in an effort to make decisions about resources to be allocated to the segment and to assess its performance. Individual dealerships meet the aggregation criteria for reporting purposes under the current accounting guidance. The Company operates in ~~the~~a ~~Integrated~~single ~~Auto~~reportable ~~Sales and Finance~~ segment ofwhich ~~the~~represents ~~used~~our ~~car~~core ~~market,~~business ~~also~~of ~~referred~~offering tointegrated asautomotive ~~the~~sales ~~Integrated Auto Sales~~ and ~~Finance industry. In this industry, the nature of the sale and the~~ financing ofsolutions ~~the~~for ~~transaction,~~customers ~~financing~~with ~~processes,~~limited ~~the~~financial ~~type~~resources ofregardless ~~customer and the methods used to distribute the Company’s products and services, including the actual servicing~~ of ~~the~~credit ~~contracts as well as the regulatory environment in which the Company operates, all have similar characteristics~~history. ~~Each~~For ~~individual~~more ~~dealership~~information isregarding ~~similar~~one inreportable ~~nature and only engages in the selling and financing of used vehicles. All individual dealerships have similar operating characteristics. As such~~segment, ~~individual~~see ~~dealerships~~Note ~~have been aggregated into one reportable segment~~N.

Reclassifications

Accident protection plan (“APP”) reserves in the amount of approximately $11.7 million for the three months ended July 31, 2023 and wholesales sales of $3.0 million for the nine months ended January 31, 2024 in the prior year financial statements were reclassified to conform with the current year presentation. APP reserves of $5.8 million were reclassed out of accrued liabilities to reserve against finance receivables and $5.9 million of estimated APP insurance receivables were reclassed out of finance receivables to prepaid expenses and other assets for the three months ended July 31, 2023. $3.0 million of wholesales sales were reclassed out of wholesales – third party sales to cost of goods sold for the nine months ended January 31, 2024. The reclassification had no effect on the prior year net income or shareholder’s equity.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates include the Company’s allowance for credit losses.

Change in Accounting Estimate

During the second quarter of fiscal year 2025, the Company refined its accounting estimate with respect to its service contracts. The Company previously recognized deferred service contract revenue over the term associated with the service contract. The service contract is completed once a customer has (a) incurred the designated mileage or (b) the contract has surpassed the designated years. Management performed an analysis to determine when its performance obligations were being met and determined that its customers are reaching the mileage limit prior to reaching the maximum time duration of the service contracts. As such, management determined that service contract revenue should be recognized over a nine-month term for each 12,000 miles, which effectively resulted in a 25% acceleration of the timing of revenue recognition prospectively. The impact to revenue recognized for service contracts was $13.2 million, $7.1 million net of tax in the second quarter of fiscal year 2025, or $0.91 increase to diluted earnings per share ($0.93 increase to basic earnings per share) for the nine months ended January 31, 2025.

Concentration of Risk

The Company provides financing in connection with the sale of substantially all of its vehicles. These sales are made primarily to customers residing in Alabama, Arkansas, Georgia, Illinois, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee, and Texas, with approximately 2830% of ~~current period~~ revenues resulting from sales to Arkansas customers.

As of ~~January~~July 31, 2025, and periodically throughout the period, the Company maintained cash in financial institutions in excess of the amounts insured by the federal government. The cash is held in several highly rated banking institutions. ~~The Company regularly monitors its counterparty credit risk and mitigates exposure by limiting the amount it invests in one institution.~~

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The Company regularly monitors its counterparty credit risk and mitigates exposure by the amount it invests in one institution.

Restrictions on Distributions / Dividends

The Company’s revolving credit facilities generally restrict distributions by the Company to its shareholders. On September 16, 2024, the Company entered into an amendment to its revolving credit facilities that, among other things, restricts the Company from future repurchases of the Company’s stock. ~~See Note F for additional information on this amendment to the revolving credit facilities.~~ As of ~~January~~July 31, 2025, the Company may not repurchase shares of the Company’s stock (other than receiving shares surrendered to pay the exercise price or tax withholding in connection with equity-based awards issued under the Company’s equity incentive plans), pay dividends or make other distributions to its shareholders without the consent of the Company’s lenders.

Cash Equivalents

The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

Restricted Cash

Restricted cash is related to the financing and securitization transactions discussed below and is held by the respective securitization trusts.

Restricted cash from collections on auto finance receivables ~~for non-recourse notes~~ includes collections of principal, interest, and late fee payments on auto finance receivables that are restricted for payment to holders of non-recourse notes payable pursuant to the applicable agreements.

The restricted cash on deposit in reserve accounts is for the benefit of holders of non-recourse notes payable and these funds are not expected to be available to the Company or its creditors. If the cash generated by the related receivables in a given period was insufficient to pay the interest, principal, and other required payments, the balances on deposit in the reserve accounts would be used to pay those amounts.

9Restricted cash consisted of the following at July 31, 2025 and April 30, 2025:

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(In thousands)	July 31, 2025		April 30, 2025

Restricted cash from collections on auto finance receivables for non-recourse notes payable	$	48,616	$	48,571
Restricted cash on deposit in reserve accounts for non-recourse notes payable	63,145		66,158



Restricted Cash	$	111,761	$	114,729

given period was insufficient to pay the interest, principal, and other required payments, the balances on deposit in the reserve accounts would be used to pay those amounts.

Restricted cash consisted of the following at January 31, 2025 and April 30, 2024:

(In thousands)	January 31, 2025		April 30, 2024
Restricted cash from collections on auto finance receivables for non-recourse notes payable	$	51,699	$	43,956
Restricted cash on deposit in reserve accounts for non-recourse notes payable	66,127		44,969
Restricted Cash	$	117,826	$	88,925

Financing, Securitization, and Warehouse Transactions

The Company utilizes term securitizations to provide long-term funding for a portion of the auto finance receivables initially funded through the debt facilities. In these transactions, a pool of auto finance receivables is sold to a special purpose entity that, in turn, transfers the receivables to a special purpose securitization trust. The securitization trust issues asset-backed securities, secured or otherwise supported by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used to ~~purchase~~finance the securitized receivables.

The Company recognizes transfers of auto finance receivables into the term securitization trust as secured borrowings, recording the auto finance receivables and the related non-recourse notes payable on our consolidated balance sheet. These auto finance receivables can only be used as collateral to settle obligations of the related non-recourse notes payable until the issued notes are repaid in full. The term securitization investors have no recourse to the Company’s assets ~~beyond the related auto finance receivables, the amounts on deposit in the reserve account, and the cash from collections on auto finance receivables.~~

The Company’s principal operating subsidiary and a newly formed affiliate also entered into a loan and security agreement in the first quarter of fiscal 2025 under which the Company’s affiliate borrowed $150 million through an amortizing warehouse loan facility collateralized by certain additional auto finance receivables originated by the Company’s operating subsidiaries. Under the loan and security agreement, the warehouse lender had recourse against the Company for up to 10% of the aggregate amount borrowed under the facility. The Company paid off the warehouse facility in October 2024. No debt was outstanding under the warehouse loan facility as of January 31, 2025. See Notes C and F for additional information on auto finance receivables, non-recourse notes payable and warehouse loan facility.

The Company carries the debt from the term securitization trusts on its balance sheet in recognition of the Company’s residual economic interest in the receivable pools for each transaction. The Company or one of its subsidiaries serves as the servicer for each securitization, managing collection activities in the same manner as it does with its overall portfolio of receivables. The overcollateralization in each financing serves to absorb credit losses (subject to limitations) and the Company receives remaining assets of the trust upon repayment in full of the related indebtedness.

Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts carry a weighted average interest rate of approximately 17.5% using the simple effective interest method including any deferred fees. The Company originates contracts at interest rates ranging from 12.99% up to 23.0% based on the credit score of the customer. Contract origination costs are not significant. The installment sale contracts are structured to have variable payments whereby borrowers are obligated to pay back principal plus the full amount of interest that will accrue over the entire term of the contract. Finance receivables are collateralized by vehicles sold and consist of contractually scheduled payments from installment contracts net of unearned finance charges and an allowance for credit losses. Unearned finance charges to be collected represent the balance of interest receivable to be earned over the remaining term of the related installment contract, and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables. Total earned finance charges were $7.1 million and $6.9 million at January 31, 2025 and April 30, 2024, respectively, on the Consolidated Balance Sheets.

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Anbeyond ~~account is considered delinquent when~~ the ~~customer~~related isauto ~~one~~finance ~~day or more behind on their contractual payments. While the Company does not formally place contracts on nonaccrual status~~receivables, the ~~immaterial~~amounts ~~amount of interest that may accrue after an account becomes delinquent up until the point of resolution via repossession or write-off is reserved for against the accrued interest~~ on ~~the~~deposit ~~Condensed Consolidated Balance Sheets. Delinquent contracts are addressed and either made current by the customer, which is the case~~ in ~~most situations, or~~ the ~~vehicle~~reserve ~~is repossessed or written off if the collateral cannot be recovered quickly. Customer payments are set to match their payday~~account, ~~with~~and ~~approximately 78% of payments due on either a weekly or bi-weekly basis. The frequency of~~ the ~~payment~~cash ~~due~~from ~~dates~~collections ~~combined with the declining value of collateral lead to prompt resolutions~~ on ~~problem~~auto ~~accounts. On January 31, 2025, 3.7% of the Company’s~~ finance ~~receivable balances were 30 days or more past due, compared to 3~~receivables.~~1% at April 30, 2024.~~

The Company’s principal operating subsidiary and a newly formed subsidiary also entered into a loan and security agreement in the first quarter of fiscal 2025 under which the Company’s affiliate borrowed $150 million through an amortizing warehouse loan facility collateralized by certain additional auto finance receivables originated by the Company’s operating subsidiaries. Under the loan and security agreement, the warehouse lender has recourse against the Company for up to 10% of the aggregate amount borrowed under the facility. The Company paid off the warehouse loan facility in October 2024. No debt was outstanding under the warehouse loan facility as of July 31, 2025. See Notes C and F for additional information on auto finance receivables, non-recourse notes payable and warehouse loan facility.

The Company carries the debt from the term securitization trusts on its balance sheet in recognition of the Company’s residual economic interest in the receivable pools for each transaction. The Company or one of its subsidiaries serves as the servicer for each securitization, managing collection activities as it does with its overall portfolio of receivables. The overcollateralization in each financing serves to absorb credit losses (subject to limitations) and the Company receives remaining assets of the trust upon repayment in full of the related indebtedness.

Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts carry a weighted average interest rate of approximately 17.6% using the simple effective interest method including any deferred fees. The Company originates contracts at interest rates ranging from 12.99% up to 23.00% based on the credit score of the customer and applicable state usury limits. Contract origination costs are not significant. The installment sale contracts are structured to have variable payments whereby borrowers are obligated to pay back principal plus the full amount of interest that will accrue over the entire term of the contract. Finance receivables are collateralized by vehicles sold and consist of contractually scheduled payments from installment contracts net of unearned finance charges and an allowance for credit losses. Unearned finance charges to be collected represent the balance of interest receivable to be earned over the remaining term of the related installment contract, and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables. Total earned finance charges were $8.1 million and $7.4 million at July 31, 2025 and April 30, 2025, respectively, on the Consolidated Balance Sheets.

An account is considered delinquent when the customer is one day or more behind on their contractual payments. While the Company does not formally place contracts on nonaccrual status, the immaterial amount of interest that may accrue after an account becomes delinquent up until the point of resolution via repossession or write-off, is reserved for against the accrued interest on the Condensed Consolidated Balance Sheets. Delinquent contracts are addressed and either made current by the customer, which is the case in most situations, or the vehicle is repossessed or written off if the collateral cannot be recovered quickly. Customer payments are set to match their payday, with approximately 78% of payments due on either a weekly or bi-weekly basis. The frequency of the payment due dates combined with the general decline in the value of collateral lead to prompt resolutions on problem accounts. On July 31, 2025, 3.8% of the Company’s finance receivable balances were 30 days or more past due, compared to 3.4% at April 30, 2025.

Substantially all of the Company’s installment sale contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit. At the time of originating an installment sale contract, the Company requires customers to meet certain criteria that demonstrate their intent and ability to pay for the financed principal and interest on the vehicle they are purchasing. However, the Company recognizes that their customer base is at a higher risk of default given their impaired or limited credit histories.

The Company strives to keep its delinquency percentages low, and not to repossess vehicles. Accounts one to three days late are contacted by telephone or text messaging notifications. Notes from each contact are electronically maintained in the Company’s computer system. The Company also utilizes text messaging ~~notifications~~ that ~~allow~~allows customers the option to receive due date reminders and late notifications, if applicable. The Company attempts to resolve payment delinquencies amicably prior to repossessing a vehicle. If a customer becomes severely delinquent in his or her payments, and management determines that timely collection of future payments is not probable, the Company will take steps to repossess the vehicle.

~~Periodically,~~The ~~the~~ Company ~~enters~~regularly ~~into~~offers contract modifications ~~with~~to its customers ~~to extend or modify the payment terms~~. ~~The~~Approximately ~~Company~~half ~~only enters into a contract modification or extension if it believes such action will increase the amount~~ of ~~money~~ the Company ~~will ultimately realize on the customer~~’s ~~account and will increase the likelihood of the customer being able to pay off the~~ installment sale ~~contract.~~contracts Aton ~~the~~average ~~time~~require ofone ~~modification,~~or ~~the~~more ~~Company~~minor ~~expects~~modifications to ~~collect~~accommodate amounts due including accrued interest at the contractual interest rate for the period of delay. No other concessions are granted to customers, beyond the extension of additional time, at the time of modifications. Modifications are minor and are made for payday changes, ~~minor~~in ~~vehicle repairs and other reasons. For those vehicles that are repossessed,~~ the ~~majority are returned or surrendered by the~~ customer’s on a voluntary basis. Other repossessions are performed by Company personnel or third-party repossession agents. Depending on the condition of a repossessed vehicle, it is either resold on a retail basis through a Company dealership or sold for cash on a wholesale basis, primarily through physical or online auctions.

The Company takes steps to repossess a vehicle when the customer becomes delinquent in his or her payments and management determines that timely collection of future payments is not probable. Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that the timely collection of future payments is not probable for accounts where the Company has been unable to repossess the vehicle. For accounts with respect to which the vehicle was repossessed, the fair value of the repossessed vehicle is charged as a reduction of the gross finance receivables balance charged-off. On average, accounts are approximately 73 days past due at the time of charge-off. For previously charged-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses. The amount of the net repossession and charge-off loss is also reduced by any deferred service contract and accident protection plan revenue at the time of charge-off.

The quantitative portion of the Company’s allowance for credit losses is measured using an undiscounted cash flow (“CF”) model whereby the undiscounted cash flows are adjusted by a prepayment rate and then the loss rate is applied and compared to the amortized cost basis of finance receivables to reflect management’s estimate of expected credit losses. The CF model is based on installment sale contract level characteristics of the Company’s finance receivables, such as the contractual payment structure, maturity date, payment frequency for recurring payments, and interest rates, as well as the following assumptions:

•a historical loss period, which represents a full economic credit cycle utilizing loss experience, to calculate the historical loss rate; and

•static annualized historical rate based on average time of charge-off; and

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financial circumstances over the life of the contract. These modifications are made at the discretion of dealership management without requiring the account to be re-processed through the loan origination system or meet standard origination criteria. Modifications typically involve adjustments to payment terms, such as modest extensions to the overall contract term to lower the installment payment amount, with such modifications being expected to increase recoveries and improve the likelihood of repayment. At the time of the modification, payment terms are restructured so that the Company expects to collect all amounts due, including accrued interest at the contractual rate, during the modification period. When a customer’s contract is modified, the outstanding balance generally remains unchanged. Extension periods are limited to twelve months beyond the initial payment term and are available for use in one or more modifications over the life of the contract. The Company’s use of contract modifications helps the Company mitigate credit loss and potential repossession of the underlying vehicle.

A limited subset of the Company’s installment sale contracts—representing approximately 1.5% and 1.1% of total finance receivables as of July 31, 2025 and April 30, 2025, respectively—require modification due to customers entering bankruptcy protection. These modifications typically include a combination of reductions in interest rates and extensions of contract terms as part of the bankruptcy plan. When a customer enters Chapter 13 bankruptcy proceedings and includes their vehicle in the bankruptcy plan, the Company transitions the account relationship from the customer to the bankruptcy trustee upon confirmation of the customer’s bankruptcy plan. Under these circumstances, the bankruptcy trustee assumes responsibility for distributing payments to creditors on behalf of the bankruptcy court, including the Company, as allocated under the court-approved bankruptcy plan. The Company suspends its standard collections practices following the customer's bankruptcy filing and treats these accounts as being administered by the bankruptcy trustee rather than the customer, conducting all account-related communications, payment processing, and modification activities with the trustee in accordance with the bankruptcy plan and applicable bankruptcy law. Payments received from the bankruptcy trustee are applied first to accrued interest charges and then to principal reduction if sufficient funds remain. The Company continues to identify the related receivable as current in the Company’s receivables aging records while the account is being paid through the bankruptcy court system and assesses the collectability of these accounts based on factors including the trustee's payment history, the customer’s compliance with the bankruptcy plan, and the specific terms and duration of the court-approved plan. If the customer’s bankruptcy proceeding is dismissed, the Company’s collection process reverts back to the existing terms of the installment sale contract.

For those vehicles that are repossessed, the majority are returned or surrendered by the customer on a voluntary basis. Other repossessions are performed by Company personnel or third-party repossession agents. Depending on the condition of a repossessed vehicle, it is either resold on a retail basis through a Company dealership or sold for cash on a wholesale basis primarily through physical or online auctions.

The Company takes steps to repossess a vehicle when the customer becomes delinquent in his or her payments and management determines that timely collection of future payments is not probable. Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that the timely collection of future payments is not probable for accounts where the Company has been unable to repossess the vehicle. For accounts with respect to which the vehicle was repossessed, the fair value of the repossessed vehicle is charged as a reduction of the gross finance receivables balance charged-off. On average, accounts are approximately 71 days and 70 days past due at the time of charge-off at July 31, 2025 and April 30, 2025, respectively. For previously charged-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses. The amount of net repossession and charge-off loss is also reduced by any deferred service contract and accident protection plan revenue at the time of charge-off.

•a historical loss period, which represents a full economic credit cycle utilizing loss experience, to calculate the historical loss rate;

•static annualized historical rate based on average time of charge-off; and

•expected prepayment rates based on our historical experience, which also incorporates non-standard contractual payments such as down payments made during the first ninety-days or annual seasonal payments.

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The Company’s allowance for credit losses also considers qualitative factors not captured within the CF modeled results such as changes in underwriting and collection practices, economic trends, changes in volume and terms of installment sales contracts, credit quality trends, installment sale contract review results, collateral trends, and concentrations of credit. The Company’s qualitative factors incorporate a macroeconomic variable forecast of inflation over a reasonable and supportable forecast period of one year that affects its customers’ non-discretionary income and ability to repay. The reasonable and supportable forecast period of one year is based on management’s current review of the reliability of extended forecasts and is applied as an adjustment to the historical loss rate.

The Company maintains an allowance for credit losses on an aggregate basis at an amount it considers sufficient to cover net credit losses expected over the remaining life of the installment sales contracts in the portfolio at the measurement date. At ~~January~~July 31, 2025, the weighted average total contract term was 48.3 months, with 35.7 months remaining. The allowance for credit losses at ~~January~~July 31, 2025, $~~333~~326.31 million, was 2423.3135% of the principal balance in finance receivables of $1.5 billion, less deferred ~~APP~~accident protection plan revenue of $50.49 million and deferred service contract revenue of $5761.13 million, less pending ~~APP~~accident protection plan claims of $7.30 million. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations.

In most states, the Company offers retail customers who finance their vehicle the option of purchasing an accident protection plan product as an add-on to the installment sale contract. This product contractually obligates the Company to cancel the remaining principal outstanding for any contract where the retail customer’s vehicle is totaled, as defined by the product, or the vehicle has been stolen. The Company periodically evaluates anticipated losses to ensure that if anticipated losses exceed deferred accident protection plan revenues, an additional liability is recorded for such difference. At ~~January~~July 31, 2025, anticipated losses did not exceed deferred accident protection plan revenues.

Inventory

Inventory consists of used vehicles and is valued at the lower of cost or net realizable value on a specific identification basis. Vehicle reconditioning costs are capitalized as a component of inventory. Repossessed vehicles and trade-in vehicles are recorded at fair value, which approximates wholesale value. The cost of used vehicles sold is determined using the specific identification method.

Goodwill

Goodwill reflects the excess of purchase price over the fair value of specifically identified net assets purchased. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to qualitative annual impairment tests at the Company’s year-end. The impairment tests are based on the comparison of the fair value of the reporting unit to the carrying value of such unit. The implied goodwill is compared to the carrying value of the goodwill to determine the impairment, if any. During the ~~nine~~three months ended ~~January~~ July 31, 2025, the Company evaluated goodwill and recorded an immaterial impairment of $~~120,000~~14 thousand due to the closure of an acquired dealership location in the first quarter of fiscal year 2024. ~~The Company also recorded an $8.5 million increase to goodwill due to the acquisition of Texas Auto Center in the first quarter of fiscal year 2025.~~

~~Goodwill~~The ~~totaled~~Company had $23.7 million and $22.8 million atof ~~January~~goodwill for the periods ended July 31, 2025 and ~~$14.4 million at~~ April 30, ~~2024~~2025, respectively.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for additions, remodels and improvements are capitalized. Costs of repairs and maintenance are expensed as incurred. Leasehold improvements are amortized over the shorter of the estimated life of the improvement or the lease period. The lease period includes the primary lease term plus any extensions that are reasonably assured. Depreciation is computed principally using the straight-line method generally over the following estimated useful lives:

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Furniture, fixtures and equipment			3 to 7 years
Leasehold improvements			5 to 15 years
Buildings and improvements			18 to 39 years

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Long-Lived Assets

Long-lived assets, such as property and equipment, capitalized internal-use software and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, such assets are considered to be impaired, and the impairment is recognized to the extent that the carrying value exceeds its fair value. There were no impairment charges recognized during any of the periods presented.

Cloud Computing Implementation Costs

The Company enters into cloud computing service contracts to support its sales, inventory management, and administrative activities. The Company capitalizes certain implementation costs for cloud computing arrangements that meet the definition of a service contract. The Company includes these capitalized implementation costs within prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Once placed in service, the Company amortizes these costs over the remaining subscription term to the same caption on the Condensed Consolidated Statement of Operations as the related cloud subscription. Capitalized implementation costs for cloud computing arrangements accounted for as service contracts were $1921.43 million and $1619.79 million as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, respectively. Accumulated amortization of capitalized implementation costs for these arrangements was $1.14 million and $958 thousand for the three months ended ~~January~~ July 31, 2025 and ~~$48~~2024,~~000~~ ~~for the same period in the prior year~~respectively.

Cash Overdraft

As checks are presented for payment from the Company’s primary disbursement bank account, monies are automatically drawn against cash collections for the day and, if necessary, are drawn against one of the revolving credit facilities. Any cash overdraft balance principally represents outstanding checks, net of any deposits in transit that as of the balance sheet date had not yet been presented for payment, net of any deposits in transit. Any cash overdraft balance is reflected in accrued liabilities on the Company’s Condensed Consolidated Balance Sheets.

Deferred Sales Tax

Deferred sales tax represents a sales tax liability of the Company for vehicles sold on an installment basis in the states of Alabama and Texas. Under Alabama and Texas law for vehicles sold on an installment basis, the related sales tax is due as the payments are collected from the customer, rather than at the time of sale. Deferred sales tax liabilities are reflected in accrued liabilities on the Company’s Condensed Consolidated Balance Sheets.

Income Taxes

Income taxes are accounted for under the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates expected to apply in the years in which these differences are expected to be recovered or settled. The quarterly provision for income taxes is determined using an estimated annual effective tax rate, which is based on expected annual taxable income, statutory tax rates and the Company’s best estimate of nontaxable and nondeductible items of income and expense. The effective income tax rates were 29 22.351% and 2118.95% for the ~~nine~~three months ended ~~January~~July 31, 2025 and ~~January 31,~~ 2024, respectively. Total income tax expense for the nine months ended January 31, 2025 differed from amounts computed by applying the United States federal statutory tax rates to pre-tax income primarily due to state income taxes and the impact of permanent differences between book and taxable income. The Company ~~did~~recorded ~~not record~~ a discrete income tax ~~benefit~~provision for the ~~nine~~three months ended ~~January~~July 31, 2025 of $52,000 related to ~~excess~~decreased tax benefits on share-based compensation. The Company ~~recorded~~did not record a discrete income tax benefit ~~of approximately $213,000~~ for the ~~nine~~three months ended ~~January~~July 31, 2024.

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Occasionally, the Company is audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent ~~likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies this methodology to all tax positions for which the statute of limitations remains open.~~

The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before fiscal 2021.14

~~The~~Table ~~Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accrued penalties or interest as~~ of ~~January 31, 2025 or April 30, 2024.~~Contents

likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies this methodology to all tax positions for which the statute of limitations remains open.

The Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accrued penalties or interest as of July 31, 2025 or April 30, 2025.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"), which includes, among other provisions, restoring 100% bonus depreciation under Section 168(k) for assets placed in service after January 19, 2025 and reverting to the higher EBITDA-based, business interest expense limitation under Section 163(j). The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on our Form 10-K for the fiscal year ending April 30, 2026.

Revenue Recognition

Revenues are generated principally from the sale of used vehicles, which in most cases includes a service contract and an accident protection plan product, as well as interest income and late fees earned on finance receivables. Revenues are net of taxes collected from customers and remitted to government agencies. Cost of vehicle sales include costs incurred by the Company to prepare the vehicle for sale including license and title costs, gasoline, transport services, and repairs.

Revenues from the sale of used vehicles are recognized when the sales contract is signed, the customer has taken possession of the vehicle and, if applicable, financing has been approved. Revenues from the sale of vehicles sold at wholesale are recognized at the time the proceeds are received. AsRevenues ~~discussed in Change in Accounting Estimate, beginning in the quarter ended October 31, 2024, revenues~~ from the sale of service contracts are recognized ratably over a nine-month term for each 12,000 miles. Service contract revenues are included in sales and the related expenses are included in cost of sales. Accident protection plan revenues are initially deferred and then recognized to income using the “Rule of 78’s” interest method over the life of the contract so that revenues are recognized in proportion to the amount of cancellation protection provided. Accident protection plan revenues are included in sales and related losses are included in cost of sales as incurred. Any unearned revenue from ancillary products is charged-off at the time of repossession. Interest income is recognized on all active finance receivables accounts using the simple effective interest method. Active accounts include all accounts except those that have been paid-off or charged-off.

Sales for the three ~~and nine~~ months ended ~~January~~July 31, 2025 and 2024 consisted of the following:

(In thousands)

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

2025

2024

(In thousands)

2025

2024

Sales – used autos

~~228~~234,~~461~~985

~~200~~251,~~341~~305

~~717,552~~

~~735,145~~

Wholesales – third party

910,~~091~~794

139,~~479~~696

~~28,462~~

~~39,502~~

Service contract sales

1721,~~276~~793

17,~~106~~072

~~63,896~~

~~51,102~~

Accident protection plan revenue

8,~~656~~668

9,~~475~~175

~~26,596~~

~~28,421~~

Total

~~263~~276,~~484~~240

~~240~~287,~~401~~248

~~836,506~~

~~854,170~~

At ~~January~~July 31, 2025 and 2024, finance receivables more than 90 days past due were approximately $7.08 million and $65.16 million, respectively. Late fee revenues totaled approximately $1.47 million and $31.92 million for the three ~~and nine~~ months ended ~~January~~ July 31, 2025 and 2024, respectively. Late ~~fee~~fees ~~revenues~~are ~~totaled~~recognized ~~approximately~~when ~~$1.2~~collected ~~million~~and are reflected in interest and $3other income on the Condensed Consolidated Statements of Operations.6 ~~million~~The amount of revenue recognized for the three ~~and nine~~ months ended ~~January~~ July 31, ~~2024,~~2025 ~~respectively.~~that ~~Late~~was ~~fees~~included ~~are~~in ~~recognized~~the ~~when~~April 30, ~~collected~~2025 ~~and~~deferred ~~are~~service ~~reflected~~contract inrevenue ~~interest~~was $12.4 million.

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and other income on the Condensed Consolidated Statements of Operations. The amount of revenue recognized for the nine months ended January 31, 2024 that was included in the April 30, 2024 deferred service contract revenue was $29.7 million.

Earnings (Loss) per Share

Basic earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period plus dilutive common stock equivalents. The calculation of diluted earnings per share takes into consideration the potentially dilutive effect of common stock equivalents, such as outstanding stock options and non-vested restricted stock, which if exercised or converted into common stock would then share in the earnings of the Company. In computing diluted earnings per share, the Company utilizes the treasury stock method and anti-dilutive securities are excluded.

Stock-Based Compensation

The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock, based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. The Company may issue either new shares or treasury shares upon exercise of these awards. Stock-based compensation plans, related expenses, and assumptions used in the Black-Scholes option pricing model are more fully described in Note IJ. If an award contains a performance condition, expense is recognized only for those shares for which it is considered reasonably probable as of the current period end that the performance condition will be met. The Company accounts for forfeitures as they occur and records any excess tax benefits or deficiencies from its equity awards in its Consolidated Statements of Operations in the reporting period in which the exercise occurs. The Company ~~did~~recorded ~~not record~~ a discrete income tax ~~benefit~~provision for the ~~nine~~three months ended ~~January~~July 31, 2025 of $52,000 related to decreased tax benefits on share-based compensation. The Company ~~recorded~~did not record a discrete income tax benefit ~~of approximately $213,000~~ for the ~~nine~~three months ended ~~January~~July 31, 2024. As a result, the Company’s income tax expenses and associated effective tax rate will be impacted by fluctuations in stock price between the grant dates and exercise dates of equity awards.

Treasury Stock

Treasury stock may be used for issuances under the Company’s stock-based compensation plans or for other general corporate purposes. The Company has a reserve account of 10,000 shares of treasury stock to secure outstanding service contracts issued in Iowa in accordance with the regulatory requirements of that state and another reserve account of 14,000 shares of treasury stock for its subsidiary, ACM Insurance Company, in accordance with the requirements of the Arkansas Department of Insurance.

Recent Accounting Pronouncements

Occasionally, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies which the Company will adopt as of the specified effective date. Unless otherwise discussed, the Company believes the implementation of recently issued standards which are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

In ~~March~~October ~~2022~~2023, the FASB issued ~~Accounting~~an ~~Standards~~accounting ~~Update~~pronouncement (“ASU”) ~~2022~~2023-~~02,~~06) ~~Financial~~related ~~Instruments~~to –disclosure ~~Credit~~or ~~Losses.~~presentation ~~This~~requirements ~~guidance~~for ~~changes~~various ~~the~~subtopics ~~methodology~~in ~~for~~the ~~measuring~~FASB’s ~~credit~~Accounting ~~losses~~Standards onCodification ~~financial~~(“Codification”). ~~instruments~~The ~~and~~amendments in the ~~timing~~update ofare ~~when~~intended ~~such~~to ~~losses~~align ~~are~~the ~~recorded.~~requirements ~~This~~in ~~guidance~~the ~~will~~Codification ~~affect~~with the ~~Company’s~~U.S. ~~vintage~~Securities ~~disclosures~~and ~~related~~Exchange toCommission’s ~~current-period~~(“SEC”) ~~gross~~regulations ~~write-offs~~and byfacilitate ~~year~~the application of ~~origination~~GAAP for ~~financing~~all ~~receivables~~entities. The ~~amendments~~effective indate ~~this~~for ~~update~~each ~~are~~amendment ~~effective~~is ~~for~~the ~~fiscal~~date ~~years~~on ~~beginning~~which ~~after~~the ~~December~~SEC ~~15,~~removal ~~2022.~~of ~~The~~the ~~Company~~related ~~adopted~~disclosure ~~this~~requirement ~~standard~~from onRegulation ~~May~~S-X 1or Regulation S-K becomes effective, ~~2023~~or ~~under~~if athe ~~prospective~~SEC ~~basis.~~has Innot ~~regard~~removed tothe ~~installment~~requirements ~~sale~~by ~~contract~~June ~~modifications~~30, ~~management~~2027, ~~notes~~this ~~that~~amendment ~~the~~will ~~Company~~be ~~primarily~~removed ~~modifies~~from athe ~~customer’s~~Codification ~~installment~~and ~~sale~~will ~~contract~~not tobecome ~~allow~~effective for ~~insignificant~~any ~~payment delays~~entity. ~~This~~Early ~~type~~adoption ofis ~~modification~~prohibited. isWe ~~generally~~do ~~done~~not toexpect ~~account~~this ~~for~~update ~~payday~~to ~~changes~~have ~~for~~a ~~the~~material ~~customer~~impact ~~and~~on ~~minor~~our ~~vehicle~~consolidated ~~repairs~~financial statements.

In ~~November~~December 2023, the FASB issued an accounting pronouncement (ASU 2023-~~07,~~09) ~~Segment~~related ~~Reporting~~to ~~(Topic~~income ~~280):~~tax ~~Improvements~~disclosures. The amendments in this update are intended to ~~Reportable~~enhance ~~Segment~~the ~~Disclosures,~~transparency ~~which~~and ~~sets~~decision ~~forth~~usefulness ~~improvements~~of income tax disclosures primarily through changes to the ~~current~~rate ~~segment~~reconciliation ~~disclosure~~and ~~requirements~~income intaxes ~~accordance~~paid ~~with~~information. ~~Topic~~This ~~280~~update ~~“Segment~~is ~~Reporting~~effective for annual periods beginning after December 15,” ~~including~~2024, ~~clarifying~~though ~~that~~early ~~entities~~adoption ~~with~~is apermitted. ~~single~~We ~~reportable~~will ~~segment~~adopt ~~are~~this ~~subject~~pronouncement in our Annual Report on Form 10-K for the fiscal year ending April 30, 2026, and we do not expect it to ~~both~~have ~~new~~a material effect on our consolidated financial statements.

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~~and~~In ~~existing~~November ~~segment~~2024, ~~reporting~~the ~~requirements.~~FASB issued ASU ~~2023~~2024-0703, ~~will~~Income beStatement—Reporting ~~effective~~Comprehensive ~~retrospectively~~Income ~~for~~(Subtopic ~~fiscal~~220-40): ~~years~~Disaggregation ~~beginning~~of ~~after~~Income ~~December~~Statement ~~15,~~Expenses. ~~2023~~This ~~and~~standard ~~interim~~requires public business entities to provide enhanced disclosures of certain natural expense categories within relevant income statement captions. The guidance is effective for annual periods beginning after December 15, ~~2024.~~2026, ~~Early~~and ~~adoption~~interim isperiods ~~permitted.~~within ~~Adoption~~fiscal ofyears ~~this~~beginning ~~ASU~~after ~~will~~December ~~result~~15, in2027. ~~additional~~The ~~disclosure~~Company ~~but~~is ~~will~~currently ~~not~~evaluating ~~impact~~ the ~~Company’s~~impact ~~consolidated~~of ~~financial~~this ~~position,~~standard ~~results~~on ofits ~~operations~~financial orstatement ~~cash flows~~disclosures.

In December 2023, the FASB issued an accounting pronouncement (ASU 2023-09) related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We plan to adopt this pronouncement for our fiscal year beginning May 1, 2025, and we do not expect it to have a material effect on our consolidated financial statements.

C – Finance Receivables, Net

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts, which originate at interest rates ranging from 12.99% to 23.0%, are collateralized by the vehicle sold and typically provide for payments over periods ranging from 18 months to 79 months. The Company’s finance receivables are defined as one segment and one class of ~~contracts~~loans, which is sub-prime consumer automobile contracts. ~~The~~As ~~level~~ of ~~risks~~July 31, in2025, the Company’s ~~finance~~maintains ~~receivables~~two isdistinct loan pools for the purpose of estimating expected credit losses under the CECL model in accordance with ASC 326. These pools are grouped based on origination method and are managed ascollectively ~~one~~under ~~homogeneous~~a unified credit risk management framework. Although not considered separate segments under applicable disclosure rules, each pool is evaluated separately for expected credit losses, and the allowance for credit losses is determined accordingly.

The components of finance receivables are as follows:

(In thousands)	~~January~~July 31, 2025		April 30, ~~2024~~2025
Gross contract amount	$	1,~~901~~952,~~533~~693	$	1,~~844~~946,~~392~~042
Less unearned finance charges	(~~415~~437,~~552~~012)		(~~409~~436,~~004~~887)
Principal balance	1,~~485~~515,~~981~~681		1,~~435~~509,~~388~~155
Less: estimated insurance receivables for APP claims	(3,416)		(3,026)
Less: estimated insurance receivables for accident protection plan claims	(3,279)		(2,910)
Less: allowance for APP claims	(3,660)		(3,171)
Less: allowance for accident protection plan claims	(3,543)		(3,135)
Less allowance for credit losses	(~~333~~326,~~338~~070)		(~~331~~323,~~260~~100)
Finance receivables, net	1,~~145~~182,~~567~~789		1,~~097~~180,~~931~~010
Loan origination costs	~~645~~663		~~660~~663
Finance receivables, net, including loan origination costs	$	1,~~146~~183,~~212~~452	$	1,~~098~~180,~~591~~673

Changes in the finance receivables, net are as follows:

(In thousands)	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
(In thousands)	2025		2024
Balance at beginning of period	$	1,~~097~~180,~~931~~010	$	1,~~062~~097,~~760~~931
Finance receivable originations	~~779~~262,~~013~~746		~~794~~271,~~477~~756
Finance receivable collections	(~~338~~118,~~736~~720)		(~~324~~112,~~703~~358)
Provision for credit losses	(~~281~~103,~~597~~036)		(~~321~~95,~~300~~423)
Losses on claims for accident protection plan	(258,~~013~~595)		(249,~~480~~321)
Inventory acquired in repossession and accident protection plan claims	(8629,~~031~~616)		(~~101~~26,~~643~~975)
Balance at end of period	$	1,~~145~~182,~~567~~789	$	1,~~085~~125,~~111~~610

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Changes in the finance receivables allowance for credit losses are as follows:

(In thousands)	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
(In thousands)	2025		2024
Balance at beginning of period	$	~~331~~323,~~260~~100	$	~~299~~331,~~608~~260
Provision for credit losses	~~281~~103,~~597~~036		~~321~~95,~~300~~423
Charge-offs	(~~367~~128,~~554~~876)		(~~386~~121,~~349~~605)
Recovered collateral	8828,~~035~~810		~~100~~29,~~428~~346
Balance at end of period	$	~~333~~326,~~338~~070	$	334,~~987~~424

Amounts recovered from previously written-off accounts were approximately $~~2.5~~925 ~~million~~thousand and $~~2.0~~772 ~~million~~thousand for the ~~nine~~three months ended ~~January~~ July 31, 2025 and 2024, respectively. These amounts are netted against recovered collateral in the table above.

The Company ~~reduced~~increased the allowance for credit loss in the ~~third~~first quarter ~~of fiscal year 2025~~ to 2423.3135% from 2423.7225% at ~~October 31~~April 30, ~~2024~~2025, resulting in aan ~~decrease~~addition of $53.6 0 million to the calculated provision. ~~The primary driver of this change was favorable performance in contracts originated under tighter underwriting standards.~~

The following table presents the finance receivables that are current and past due as follows:

(Dollars in thousands)	~~January~~July 31, 2025				April 30, ~~2024~~2025				~~January~~July 31, 2024
	PrincipalBalance		Percent ofPortfolio		PrincipalBalance		Percent ofPortfolio		PrincipalBalance		Percent ofPortfolio
Current	$	1,~~241~~206,~~566~~214	8379.5558	%	$	1,~~125~~208,~~945~~330	7880.4406	%	$	1,~~119~~155,~~120~~006	78.3282	%
3 - 29 days past due	~~189~~247,~~842~~549		1216.7833	%	~~264~~249,~~491~~263		1816.4352	%	~~262~~259,~~200~~145		1817.3569	%
30 - 60 days past due	3642,~~159~~080		2.4378	%	34,~~042~~407		2.3728	%	3438,~~266~~035		2.4060	%
61 - 90 days past due	1112,~~372~~007		0.7779	%	611,~~438~~461		0.4576	%	7,~~258~~463		0.51	%
> 90 days past due	7,~~042~~831		0.4752	%	45,~~472~~694		0.3138	%	65,~~064~~610		0.4238	%
Total	$	1,~~485~~515,~~981~~681	100.00	%	$	1,~~435~~509,~~388~~155	100.00	%	$	1,~~428~~465,~~908~~259	100.00	%

Accounts one and two days past due, as well as bankruptcy accounts, are considered current for this analysis, due to the varying payment dates and variation in the day of the week at each period end. The Company suspends its standard collections practices following a customer’s bankruptcy filing and treats these accounts as being administered by the bankruptcy trustee rather than the customer, conducting all account-related communications, payment processing, and modification activities with the trustee in accordance with the bankruptcy plan and applicable bankruptcy law. See Note B for further discussion of customer accounts in bankruptcy. Delinquencies may vary from period to period based on the average age of the portfolio, seasonality within the calendar year, the day of the week and overall economic factors. The above categories are consistent with internal operational measures used by the Company to monitor credit results.

Substantially all of the Company’s installment sale contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit. The Company monitors customer scores, contract term length, payment to income, down payment percentages, and collections for credit quality indicators.

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	Nine Months EndedJanuary 31,
	2025			2024
Average total collected per active customer per month	$	563		$	536
Principal collected as a percent of average finance receivables	23.1		%	22.7		%
Average down-payment percentage	5.2		%	5.0		%
Average originating contract term (in months)	44.4			44.0

	As of
	January 31, 2025	January 31, 2024
Portfolio weighted average contract term, including modifications (in months)	48.3	47.6

Total dollars collected per active customer for the nine months ended January 31, 2025 increased 5.1% year over year and principal collections as a percentage of average finance receivables increased slightly by 40 basis points compared to the prior year. The average originating contract term increased slightly as the average retail sales price was up $469 and term is optimized to the distribution by customer score, shortening term for highest credit risk customers and allowing additional term for better credit scoring customers.

When customers apply for financing, the Company’s proprietary scoring model relies on the customers’ credit histories and certain application information to evaluate and rank their risk. The Company obtains credit histories and other credit data that includes information such as number of different addresses, age of oldest record, high risk credit activity, job time, time at residence and other factors. The application information that is used includes income, collateral value, and down payment. The scoring models yield credit grades that represent the relative likelihood of repayment. Customers with the highest probability of repayment are 7 rated customers. Customers assigned a lower grade are determined to have a lower probability of repayment. For installment sales contracts that are approved, the credit grade influences the terms of the agreement, such as the maximum amount financed, term length and minimum down payment. After origination, credit grades are generally not updated.

The following table presents a summary of finance receivables by credit quality indicator, as of January 31, 2025, segregated by customer score and year of origination.

(Dollars in thousands)	As of January 31, 2025
											Prior to2021		Total		%
	Fiscal Year of Origination
Customer Rating	2025		2024		2023		2022		2021
1-2	$	42,886	$	22,136	$	6,330	$	1,189	$	69	$	50	$	72,660	4.9	%
3-4	$	234,245	$	171,447	$	59,807	$	13,628	$	1,228	$	279	$	480,634	32.3	%
5-7	$	373,199	$	322,146	$	172,832	$	56,862	$	6,915	$	733	$	932,687	62.8	%
Total	$	650,330	$	515,729	$	238,969	$	71,679	$	8,212	$	1,062	$	1,485,981	100.0	%
Charge-offs	$	62,044	$	188,736	$	89,615	$	24,130	$	2,562	$	467	$	367,554

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The following table presents a summary of finance receivables by credit quality indicator, as of January 31, 2024, segregated by customer score.


	Three Months Ended July 31,
	2025			2024

Average total collected per active customer per month	$	585		$	562
Principal collected as a percent of average finance receivables	7.9		%	7.8		%
Average down-payment percentage	4.9		%	5.2		%
Average originating contract term (in months)	44.9			44.3

(Dollars in thousands)	As of January 31, 2024
	As of
											Prior to2020		Total		%
	July 31, 2025		July 31, 2024
	Fiscal Year of Origination
Portfolio weighted average contract term, including modifications (in months)	48.3		48.1
Customer Rating	2024		2023		2022		2021		2020
1-2	$	32,854	$	18,416	$	5,298	$	661	$	124	$	13	$	57,366	4.0	%
3-4	$	236,351	$	153,436	$	50,070	$	7,414	$	450	$	178	$	447,899	31.4	%
5-6	$	394,600	$	352,267	$	147,133	$	27,316	$	1,797	$	530	$	923,643	64.6	%
Total	$	663,805	$	524,119	$	202,501	$	35,391	$	2,371	$	721	$	1,428,908	100.0	%
Charge-offs	$	87,675	$	211,642	$	72,511	$	13,111	$	957	$	453	$	386,349

Total dollars collected per active customer increased 4.1% year over year and principal collections as a percentage of average finance receivables increased slightly by 10 basis points compared to prior year. The portfolio weighted average contract term increased slightly from the prior year quarter but was flat compared to April 30, 2025. Average originating term has increased slightly from prior year due to a couple of factors including: 1) focus on addressing affordability for the highest risk customers by slightly increasing the maximum terms over the last year and 2) the business is booking a higher percentage of better quality customers that qualify for longer terms.

When customers apply for financing, the Company’s proprietary scoring models rely on the customers’ credit histories and certain application information to evaluate and rank their risk. The Company obtains credit histories and other credit data that includes information such as number of different addresses, age of oldest record, high risk credit activity, job time, time at residence and other factors. The application information that is used includes income, collateral value and down payment. The scoring models yield credit grades that represent the relative likelihood of repayment. The Company has historically utilized a six-point scorecard for credit evaluation. In May 2025, a new seven-rank scorecard was fully implemented, offering greater granularity and improving the accuracy of loss ratio projections. Under this enhanced scoring model, customers with the highest probability of repayment are 7-rated customers. Customers assigned a lower grade are determined to have a lower probability of repayment. For loans that are approved, the credit grade influences the terms of the agreement, such as the maximum amount financed, term length and minimum down payment. After origination, credit grades are generally not updated.

The following table presents a summary of finance receivables by credit quality indicator, as of July 31, 2025, segregated by customer score and year of origination.


	As of July 31, 2025

(Dollars in thousands)	Fiscal Year of Origination										Prior to
Customer Rating	2026		2025		2024		2023		2022		2022		Total		%
1-2	$	32,567	$	24,592	$	12,365	$	3,742	$	552	$	65	$	73,883	4.9	%
3-4	$	71,617	$	183,952	$	102,214	$	32,313	$	6,218	$	768	$	397,082	26.2	%
5-7	$	151,763	$	510,742	$	237,276	$	109,996	$	31,229	$	3,710	$	1,044,716	68.9	%
Total	$	255,947	$	719,286	$	351,855	$	146,051	$	37,999	$	4,543	$	1,515,681	100.0	%

Charge-offs	$	2,241	$	69,568	$	37,819	$	15,307	$	3,586	$	355	$	128,876

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The following table presents a summary of finance receivables by credit quality indicator, as of July 31, 2024, segregated by customer score.


	As of July 31, 2024

(Dollars in thousands)	Fiscal Year of Origination										Prior to
Customer Rating	2025		2024		2023		2022		2021		2021		Total		%
1-2	$	18,758	$	34,722	$	10,548	$	2,645	$	245	$	90	$	67,008	4.6	%
3-4	$	94,738	$	251,217	$	94,939	$	26,565	$	2,899	$	396	$	470,754	32.1	%
5-6	$	148,448	$	424,197	$	246,371	$	93,171	$	14,071	$	1,239	$	927,497	63.3	%
Total	$	261,944	$	710,136	$	351,858	$	122,381	$	17,215	$	1,725	$	1,465,259	100.0	%

Charge-offs	$	2,619	$	70,413	$	36,752	$	10,578	$	1,048	$	195	$	121,605

The percentage of the portfolio in the highest customer ratings (5-7) continues to grow as a result of the Company’s early risk based pricing testing as well as the conversion to the new, more predictive, scorecard.

Contract Modifications

During the preparation of the Company's Annual Report on Form 10-K for the year ended April 30, 2025, management identified material omissions of required disclosures under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 310-10-50-42 through 50-44 related to loan modifications for borrowers experiencing financial difficulty. The previously issued financial statements have been restated to include such disclosures.

The Company identifies and discloses modifications made to customers experiencing financial difficulty after the origination date. Due to the subprime nature and limited financial resources of the majority of the Company’s customers, all modifications that result in a term extension are identified by the Company as modifications made to customers experiencing financial difficulty and are therefore included in the related disclosures. These modifications are made with the intent to support customers while preserving asset value and minimizing credit losses.

The following tables present the aggregate outstanding principal balance of contracts that have been modified during the three months ended July 31, 2025 and 2024, categorized by type of modification. These modifications represent management’s efforts to work with customers experiencing financial difficulty to help them maintain their vehicle ownership while preserving asset value for the Company. The percentages shown represent the portion of the total gross finance receivables portfolio as of July 31, 2025 and 2024 that has been modified at least once during the period.

The following table presents contract modifications by type of modification at three months ended July 31, 2025 and 2024:


(Dollars in thousands)	Contract Modifications by Type
	July 31, 2025				July 31,2024 (Restated)
Type of Modification	Principal Balance		% of Portfolio		Principal Balance		% of Portfolio

Term extension	$	192,122	12.7	%	$	199,667	13.6	%


Combination (1)	2,818		0.2	%	2,894		0.2	%
Total	$	194,940	12.9	%	$	202,561	13.8	%

(1)These modifications result from customer bankruptcy filings and have been made in accordance with bankruptcy court requirements. They generally consist of a reduction in the contractual interest rate and/or an extension of the contract term as part of the customer’s court-approved payment restructuring plan.

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The following table describes the financial effect of the modifications for each period:

Type of Modification

Three Months Ended July 31, 2025

Three Months Ended July 31, 2024 (Restated)

Term extension

Added a weighted average of 1.4 months to the life of contracts, which reduced payment amounts due from borrowers.

Added a weighted average of 1.6 months to the life of contracts, which reduced payment amounts due from borrowers.

Combination

Added a weighted average of 10.2 months to the life of contracts, which reduced payment amounts due from borrowers and/or reduced the interest rate to a weighted average of 8.14%.

Added a weighted average of 12.5 months to the life of contracts, which reduced payment amounts due from borrowers and/or reduced the interest rate to a weighted average of 7.00%.

The Company closely monitors the performance of the contracts that are modified to understand the effectiveness of its modification efforts. The following table depicts the status of contracts that have term modifications in the three months ended July 31:


	Payment Status (Principal Balance)

(In thousands)	Total		Current		3-29 Days Past Due		30-60 Days Past Due		61-90 Days Past Due		90+ Days Past Due

For Three Months Ended July 31, 2025	$	192,122	$	143,015	$	42,693	$	5,745	$	669	$	-
For Three Months Ended July 31, 2024 (Restated)	199,667		143,949		48,961		6,234		523		-

The following table depicts the status of contracts that have term modifications due to the combination of modifications due to bankruptcies for the periods presented:


	Payment Status (Principal Balance)
(In thousands)	Total		Payment Received in Last 30 Days		Payment Received in Last 31-60 Days		Payment Received in Last 61-90 Days		Payment Received in Last 90+ Days

For Three Months Ended July 31, 2025	$	2,818	$	772	$	753	$	605	$	688
For Three Months Ended July 31, 2024 (Restated)	2,894		871		589		844		590

For the three months ended July 31, 2025 and 2024, customer contracts with an aggregate principal balance of $4.6 million and $4.9 million, respectively, were charged off within the period following contract modifications.

These modifications and their subsequent performance were evaluated under the Company’s CECL methodology, and the related allowance for credit losses reflects expected future losses based on borrower performance, economic conditions, and the nature of the modifications. The Company continues to monitor the performance of all modified contracts and has credit risk management processes in place to assess and manage these exposures.

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D – Property and Equipment, Net

A summary of property and equipment is as follows:

(In thousands)	~~January~~July 31, 2025		April 30, ~~2024~~2025
Land	$	11,998	$	11,998
Buildings and improvements	23,~~488~~604		23,~~435~~575
Furniture, fixtures, and equipment	22,235		21,752
Furniture, fixtures and equipment	26,140		26,139
Leasehold improvements	51,~~187~~586		5051,~~689~~466
Construction in progress	41,~~524~~115		21,~~393~~028
Less accumulated depreciation and amortization	(5559,~~380~~240)		(4957,~~906~~312)
Total	$	5855,~~052~~203	$	6056,~~361~~894

E – Accrued Liabilities

A summary of accrued liabilities is as follows:

(In thousands)	~~January~~July 31, 2025		April 30, ~~2024~~2025
Cash overdraft	$	~~881~~7,452	$	~~823~~1,289
Employee compensation	~~13,148~~$	9,704	~~10,774~~$	7,983
Deferred sales tax (see Note B)	1011,~~224~~412		610,~~234~~326
Fair value of contingent consideration	6,~~536~~954		36,~~193~~298
Accrued interest payable	12,~~703~~347		2,~~221~~155
Other	38,~~029~~738		47,~~583~~898
Total	$	3546,~~521~~607	$	2735,~~828~~949

1922

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F – Debt Facilities

A summary of debt facilities is as follows:

(In thousands)	~~January~~July 31, 2025		April 30, ~~2024~~2025
Revolving line of credit	$	74168,~~991~~626	$	~~201~~208,~~743~~322
Debt issuance costs	(14,~~872~~232)		(~~924~~3,553)
Revolving line of credit, net	$	73164,~~119~~394	$	~~200~~204,~~819~~769
Non-recourse notes payable - 2023-1 Issuance	$	~~68,243~~–	$	~~150~~46,~~190~~289
Non-recourse notes payable - 2023-2 Issuance	~~116~~73,~~478~~142		~~203~~92,~~189~~949
Non-recourse notes payable - 2024-1 Issuance	9951,~~467~~696		~~202~~73,~~916~~158
Non-recourse notes payable - 2024-2 Issuance	~~242~~155,~~670~~426		-194,139
Non-recourse notes payable - 2025-1 Issuance	~~200~~139,~~000~~399		-168,318
Debt issuance costs - non-recourse notes payable	(4,613)		(2,666)
Non-recourse notes payable - 2025-2 Issuance	193,690		-
Non-recourse notes payable, net	722,245		553,629
Debt issuance costs - non-recourse notes payable	(2,603)		(2,843)
Total debt	$	795,364	$	754,448
Non-recourse notes payable, net	$	610,750	$	572,010
Total debt	$	775,144	$	776,779

Revolving Line of Credit

OnAt ~~September~~July 1631, ~~2024~~2025, the Company ~~entered~~and ~~into~~its ~~Amendment~~subsidiaries Nohave $350.0 8million toof ~~its~~permitted ~~revolving~~borrowings ~~credit~~under ~~facility~~a ~~agreement,~~revolving ~~which,~~line ~~among~~of ~~other~~credit. ~~things,~~The ~~reduced~~revolving ~~the~~credit ~~total~~facilities ~~permitted~~are ~~borrowings~~collateralized ~~from~~primarily ~~$340~~by ~~million~~finance toreceivables ~~$320 million~~ and ~~required~~inventory, ~~the~~are ~~Company~~cross tocollateralized ~~maintain~~and contain a ~~minimum~~guarantee ~~amount~~by ~~available~~the toCompany. beInterest ~~drawn~~is payable monthly under the revolving credit facilities with a scheduled maturity date of ~~$20~~March ~~million~~31, 2027. IfThe ~~the~~current ~~outstanding~~applicable ~~principal~~interest ~~balance~~rate under the ~~line~~credit offacilities ~~credit~~is ~~equals~~SOFR plus 3.5% or ~~exceeds~~for ~~$300 million,~~non-SOFR amounts the ~~Company~~base ~~would~~rate beof ~~required~~7.5% toplus ~~maintain~~1.0% aat ~~minimum~~July 31, ~~availability~~2025 ofand $8.50% ~~million~~plus 1.0% ~~The~~at ~~amendment~~July 31, ~~also~~2024. ~~made~~The ~~certain~~credit ~~modifications~~facilities tocontain ~~the~~various ~~fixed~~reporting ~~charge coverage ratio covenant~~ and ~~restricts~~performance ~~the~~covenants ~~Company~~including ~~from~~(i) ~~making~~maintenance ~~future~~of ~~repurchases~~certain offinancial ~~its~~ratios ~~common~~and ~~stock~~tests, ~~along~~(ii) ~~with~~limitations ~~the~~on ~~agreement’s~~borrowings ~~existing~~from ~~restrictions on~~ other ~~distributions~~sources, to(iii) ~~the~~restrictions ~~Company’s~~on ~~shareholders.~~certain Inoperating ~~addition,~~activities ~~Amendment~~and ~~No.~~(iv) 8restrictions ~~added~~on ~~Colonial~~the ~~Underwriting,~~payment ~~Inc.,~~of andividends ~~Arkansas~~or ~~corporation,~~distributions as(see aNote ~~new guarantor~~B).

~~At January 31, 2025, the Company and its subsidiaries have $320 million of permitted borrowings under the revolving line of credit.~~ The ~~revolving credit facilities are collateralized by finance receivables and inventory, are cross collateralized and contain a guarantee by the~~ Company. ~~Interest~~was isin ~~payable~~compliance ~~monthly~~with ~~under~~ the ~~revolving~~covenants ~~credit~~at ~~facilities with a scheduled maturity date of September 30~~July 31, 2025. The ~~current~~amount ~~applicable~~available ~~interest~~to ~~rate~~be drawn under the credit facilities is ~~SOFR~~a ~~plus~~function ~~3.50%~~of oreligible ~~for~~finance ~~non-SOFR~~receivables ~~amounts~~and ~~the~~inventory; ~~base~~based ~~rate~~upon ofeligible ~~7.50%~~finance ~~plus~~receivables 1%and inventory at ~~January~~July 31, 2025 ~~and April 30~~, ~~2024.~~the ~~The~~Company ~~credit~~had ~~facilities~~additional ~~contain~~availability ~~various reporting and performance covenants including (i) maintenance~~ of ~~certain~~approximately ~~financial~~$20.8 ~~ratios~~million ~~and~~under ~~tests, (ii) limitations on borrowings from other sources, (iii) restrictions on certain operating activities and (iv) restrictions on~~ the ~~payment~~revolving ofcredit ~~dividends or distributions (see Note B)~~facilities.

The Company was in compliance with the covenants at January 31, 2025. The amount available to be drawn under the credit facilities is a function of eligible finance receivables and inventory. Based upon eligible finance receivables and inventory at January 31, 2025, the Company had additional availability of approximately $45.0 million under the revolving credit facilities.

Under the existing terms of the loan and security agreement, as amended, for the revolving credit facility, the facility is scheduled to mature in March 2027.

Non-Recourse and Recourse Notes Payable

~~The~~During ~~Company~~the ~~has~~quarter, ~~issued~~on ~~six~~May 29, ~~separate~~2025, ~~series~~the ofCompany ~~asset-backed~~completed ~~non-recourse~~a ~~notes~~securitization ~~(known~~transaction, aswhich involved the ~~“2022~~issuance ~~Issuance”,~~and ~~“2023-1~~sale ~~Issuance”,~~in ~~“2023-~~a private offering of$165.2 ~~Issuance”,~~million ~~“2024-1~~aggregate ~~Issuance”,~~principal amount of 5.55% Class A Asset Backed Notes (the “~~2024-2~~Class ~~Issuance~~A Notes”) and ~~"2025-1 Issuance")~~$50.8 ~~All~~million ~~six~~aggregate ~~issuances~~principal ~~are~~amount ~~collateralized~~of by7.25% ~~installment~~Class ~~sale~~B ~~contracts~~Asset ~~directly~~Back ~~originated~~Notes by (the ~~Company.~~“Class ~~Credit~~B ~~enhancement~~Notes”), ~~for~~with ~~the~~an ~~non-recourse~~overall ~~notes~~weighted ~~payable~~average ~~consists~~life adjusted coupon of ~~overcollateralization,~~6.27%. aThe ~~reserve~~Notes ~~account~~were ~~funded~~issued ~~with~~by ACM Auto Trust 2025-2, an ~~initial~~indirect ~~amount~~subsidiary of ~~not~~the ~~less~~Company. ~~than~~The 2Notes are collateralized by $363.0% million of ~~the~~accounts ~~pool~~receivables ~~balance,~~related ~~excess~~to ~~interest~~installment onsale contracts originated by the ~~auto~~Company’s ~~finance~~operating ~~receivables~~subsidiaries, America’s Car Mart, Inc and inTexas ~~some~~Car-Mart, ~~cases~~Inc. The Class A Notes mature on June 20, 2028, and the ~~subordination~~Class ofB ~~certain~~Notes ~~payments~~mature toon February 20, 2032.

20As of July 31, 2025, the Company has six outstanding series of asset-backed non-recourse notes (known as the “2023-1 Issuance”, “2023-2 Issuance”, “2024-1 Issuance”, “2024-2 Issuance”, “2025-1 Issuance”, and “2025-2 Issuance”). All six issuances are collateralized by installment sale contracts directly originated by the Company. Credit enhancement for the non-recourse notes payable consists of overcollateralization, a reserve account funded with an initial amount of not less than 2.0% of the pool balance, excess interest on the auto finance receivables, and in some cases, the subordination of certain payments to noteholders of less senior classes of notes. The timing of principal payments on the non-recourse notes

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~~noteholders of less senior classes of notes. The timing of principal payments on the non-recourse notes~~ payable is based on the timing of principal collections and defaults on the related auto finance receivables. In ~~December~~July ~~2023~~2025, the Company fully paid off the ~~2022~~2023-1 Issuance. The ~~debt~~notes payable related to the remaining term securitization transactions ~~accrues~~accrue interest predominately at fixed rates and ~~has~~have scheduled maturities through ~~January~~June 2220, ~~2030~~2028, June 20, 2030, and January 21, 2031, August 20, 2031, ~~and~~ November 20, 2031 and February 20, 2032, respectively, but may be repaid earlier, depending upon collections from the underlying auto finance receivables. The original principal balance and weighted average fixed coupon rate for the ~~five~~outstanding securitizations are as follows:

	Original Principal Balance(in thousands)		~~Weighted Average Fixed Coupon Rate~~		Weighted Average Fixed Coupon Rate
2023-1	$	400,200	8.68	%
2023-2	$	360,300			8.80	%
2023-2	360,300		8.80	%
2024-1	250,000				9.50	%
2024-1	250,000		9.50	%
2024-2	300,000				7.44	%
2024-2	300,000		7.44	%
2025-1	200,000				6.49	%
2025-1	200,000		6.49	%
2025-2	216,000				6.27	%

On July 12, 2024, the Company’s principal operating subsidiary, America’s Car Mart, Inc., and a newly formed affiliate entered into a loan and security agreement under which the Company’s affiliate borrowed $150 million in funding through an amortizing warehouse loan facility collateralized by installment sale contracts directly originated by the Company’s operating subsidiaries. The Company used the funding from the warehouse loan facility to pay down outstanding amounts borrowed under the Company’s revolving line of credit to fund its finance receivables. The loan and security agreement provided for additional borrowing availability, subject to the terms and conditions of the agreement, and recourse against the Company with respect to up to 10% of the aggregate amount borrowed under the warehouse facility payable. Interest on any outstanding balances accrues at a rate of SOFR plus 350 basis points, with a scheduled maturity date of July 12, 2026. In October 2024, the Company used the proceeds from its 2024-2 Issuance to pay down the outstanding balance under the warehouse loan facility. No debt was outstanding under the warehouse loan facility as of ~~January~~July 31, 2025.

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G – Fair Value Measurements

Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Topic 820 describes three levels of inputs that may be used to measure fair value:

•Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.

•Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Because no market exists for certain of the Company’s financial instruments, fair value estimates are based on judgments and estimates regarding yield expectations of investors, credit risk and other risk characteristics, including interest rate and prepayment risk. These estimates are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

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The methodology and assumptions utilized to estimate the fair value of the Company’s financial instruments and other assets are as follows:

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Financial Instrument and Other Assets						Valuation Methodology

Cash, cash equivalents, and restricted cash						The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instruments (Level 1).

Repossessed inventory						The fair value approximates wholesale value (Level 1).

Finance receivables, net						The Company estimated the fair value of its receivables at what a third-party purchaser might be willing to pay. The Company has had discussions with third parties and has bought and sold portfolios and has had a third-party appraisal in October 2022 that indicates a range of 34% to 39% discount to face would be a reasonable fair value in a negotiated third-party transaction. The sale of finance receivables from Car-Mart of Arkansas to Colonial is made at a 38.5% discount. For financial reporting purposes these sale transactions are eliminated (Level 2).

Accounts payable						The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instrument (Level 2).

Contingent consideration payable for acquisition						The fair value is based upon inputs from the earn-out projection for the applicable acquisition (Level 2).

Revolving line of credit						The fair value approximates carrying value due to the variable interest rates charged on the borrowings, which reprice frequently (Level 2).

Notes payable						The fair value is based upon inputs derived from prices for similar instruments at period end (Level 2).

22The estimated fair values, and related carrying amounts, of the financial instruments and other assets included in the Company’s financial statements at July 31, 2025 and April 30, 2025 are as follows:


	July 31, 2025				April 30, 2025
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Cash and cash equivalents	$	9,666	$	9,666	$	9,808	$	9,808
Restricted cash	111,761		111,761		114,729		114,729
Inventory - Repossessions	16,432		16,432		18,845		18,845
Finance receivables, net	1,183,452		932,144		1,180,673		928,130
Accounts payable	33,977		33,977		34,980		34,980
Contingent consideration	6,954		6,954		6,298		6,298
Revolving line of credit, net	164,394		164,394		204,769		204,769

Non-recourse notes payable, net	610,750		619,380		572,010		581,029

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~~The~~H ~~estimated~~– ~~fair~~Capital ~~values, and related carrying amounts, of the financial instruments and other assets included in the Company’s financial statements at January 31, 2025 and April 30, 2024 are as follows:~~Stock

(In thousands)	January 31, 2025				April 30, 2024
	CarryingValue		FairValue		CarryingValue		FairValue
Cash and cash equivalents	$	8,532	$	8,532	$	5,522	$	5,522
Restricted cash	117,826		117,826		88,925		88,925
Inventory - Repossessions	19,662		19,662		18,182		18,182
Finance receivables, net	1,146,212		913,878		1,098,591		882,764
Accounts payable	32,747		32,747		21,379		21,379
Contingent consideration	6,536		6,536		3,193		3,193
Revolving line of credit, net	73,119		73,119		200,819		200,819
Non-recourse notes payable, net	722,245		735,272		553,629		553,003

The Company is authorized to issue up to 50,000,000 shares of common stock, par value $0.01 per share, and up to 1,000,000 shares of preferred stock, par value $0.01 per share. Each share of the Company’s common stock has the same relative rights as, and is identical in all respects to, each other share of the Company’s common stock. The shares of preferred stock may be issued in one or more series having such respective terms, rights and preferences as are designated by the Board of Directors. The Company has not issued any preferred stock.

HA –subsidiary ~~Weighted~~of ~~Average~~the ~~Shares~~Company ~~Outstanding~~has issued 500,000 shares of $1.00 par value preferred stock which carries an 8% cumulative dividend. The Company’s subsidiary can redeem the preferred stock at any time at par value plus any unpaid dividends. After April 30, 2017, a holder of 400,000 shares of the subsidiary preferred stock can require the Company’s subsidiary to redeem such stock for $400,000 plus any unpaid dividends.

On September 20, 2024, the Company completed an underwritten public offering of 1,700,000 shares of its common stock, par value $0.01 per share, at a public offering price of $43.00. Net proceeds from the offering were $73.8 million after deducting the underwriting discount, commissions and offering costs. Under the terms of the Underwriting Agreement entered into in connection with the offering, the Company granted the underwriter an option (the “Over-allotment Option”), exercisable for 30 days, to purchase up to 255,000 additional shares of common stock (the “Option Shares”) at the public offering price, less underwriting discounts and commissions. On October 22, 2024, the Company completed the sale of 138,272 Option Shares in connection with the partial exercise by the underwriter of the Over-allotment Option at the public offering price of $43.00 per share. The Company received net proceeds from the sale of the Option Shares of approximately $5.6 million after deducting the underwriting discount, commissions and offering costs, resulting in aggregate net proceeds to the Company from the offering of approximately $73.8 million.

As of July 31, 2025, the Company has a total of 8,277,613 shares of its common stock outstanding, compared to 8,263,280 outstanding as of April 30, 2025.

I – Weighted Average Shares Outstanding

Weighted average shares of common stock outstanding used in the calculation of basic and diluted earnings per share were as follows:

Three Months EndedJanuary 31,

Nine Months EndedJanuary 31,

Three Months EndedJuly 31,

2025

2024

~~2025~~

~~2024~~

Weighted average shares outstanding-basic

8,~~256~~274,~~681~~054

6,~~393~~396,~~080~~757

~~7,600,470~~

~~6,386,997~~

Dilutive options and restricted stock

~~156,407~~-

~~153,184~~

Weighted average shares outstanding-diluted

8,~~413~~274,~~088~~054

6,~~393~~396,~~080~~757

~~7,753,654~~

~~6,386,997~~

Antidilutive securities not included:

Options

~~665~~628,~~167~~934

~~499~~534,~~986~~767

~~620,867~~

~~947,486~~

Restricted stock

386,~~128~~250

6814,~~893~~176

~~26,900~~

~~73,926~~

IJ – Stock-Based Compensation

The Company has stock-based compensation plans under which awards of non-qualified stock options, incentive stock options and restricted stock have been or may be granted to employees, directors, and certain advisors of the Company. The stock-based compensation plan being utilized at ~~January~~July 31, 2025 is the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan was approved by the Company’s shareholders and became effective on August 27, 2024. This plan governs all new equity-based awards granted on or after its effective date. The 2024 Equity Incentive Plan includes a reserve of 500,000 shares authorized for issuance of awards under the plan. At ~~January~~July 31, 2025, a total of ~~419~~336,~~205~~772 shares remained available for future awards under the 2024 Equity Incentive Plan. The Company recorded total stock-based compensation expense for all plans of approximately $3.8 million ($2.7 million after tax effects) and $2.4 million ($1.9 million after tax effects) for the nine months ended January 31, 2025 and 2024, respectively. Tax benefits were recognized for these costs at the Company’s overall effective tax rate, excluding discrete income tax benefits related to excess benefits on share-based compensation.

2327

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remained available for future awards under the 2024 Equity Incentive Plan. The Company recorded total stock-based compensation expense for all plans of approximately $1.2 million ($905 thousand after tax effects) and $1.3 million ($1.1 million after tax effects) for the three months ended July 31, 2025 and 2024, respectively. Tax benefits were recognized for these costs at the Company’s overall effective tax rate, excluding discrete income tax benefits related to excess benefits on share-based compensation.

Stock Option Awards

The Company has options outstanding under the Amended and Restated Stock Option Plan. The shareholders of the Company approved the Amended and Restated Stock Option Plan (the “Restated Option Plan”) on August 5, 2015, which extended the term of the Stock Option Plan to June 10, 2025 and increased the number of shares of common stock reserved for issuance under the plan by an additional 300,000 shares to 1,800,000 shares. On August 29, 2018, August 26, 2020, and August 30, 2022, the shareholders of the Company approved amendments to the Restated Option Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 200,000, 200,000, and 185,000 shares, respectively. At ~~January~~July 31, 2025, a total of ~~433~~427,~~734~~448 shares of common stock are reserved for issuance of outstanding stock options under the Restated Option ~~plan~~Plan. Options outstanding under the Restated Option Plan expire in the calendar years ~~2025~~2026 through 2034. As of ~~January~~July 31, 2025, there were ~~255~~230,~~433~~486 unvested options under the Restated Option Plan. No further awards may be granted under the Restated Option Plan.

The 2024 Equity Incentive Plan, which replaced the Restated Option Plan, provides for the grant of options to purchase shares of the Company’s common stock to employees, directors and certain advisors of the Company at a price not less than the fair market value of the stock on the date of grant and for periods not to exceed ~~ten~~10 years. As of ~~January~~July 31, 2025, there were 763,~~500~~818 unvested options under the 2024 Equity Incentive Plan.

	Restated Option Plan	~~2024 Equity Incentive Plan~~	2024 Equity Incentive Plan
Minimum exercise price as a percentage of fair market value at date of grant	100%	~~100%~~	100%
Last expiration date for outstanding options	May 9, 2034	~~January 20, 2035~~	June 5, 2035
Shares available for grant at January 31, 2025	-	419,205
Shares available for grant at July 31, 2025	0		336,772

The aggregate intrinsic value of outstanding options at July 31, 2025 and 2024 was $466,000 and $4.8 million, respectively.

The fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions in the table below.

	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		~~2024~~		2024
Expected terms (years)	41.9		~~3.9~~		4.9
Risk-free interest rate	43.93	%	~~4.06~~	%	5.13	%
Volatility	6154	%	56	%	60	%
Dividend yield	-		-		-

The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of the Company’s common stock. The Company has not historically issued any dividends and does not expect to do so in the foreseeable future.

There were 2261,~~281~~318 ~~and 197,486~~ options granted during the ~~nine~~three months ended ~~January~~ July 31, 2025 ~~and 2024~~ under the ~~Restated~~2024 ~~Option~~Equity ~~Plan,~~Incentive ~~respectively~~Plan. There were 722,~~500~~281 options granted during ~~the nine months ended January~~ July 31, ~~2025~~2024 under the ~~2024~~Restated ~~Equity~~Option ~~Incentive~~ Plan. The grant-date fair value of options granted during the ~~nine~~three months ended ~~January~~ July 31, 2025 and 2024 was $~~542~~875,000 and $~~5.7 million~~350,000, respectively. The options were granted at fair market value on the date of grant. Generally, options vest after three to five years.

Stock option compensation expense was $863,000 ($610,000 after tax effects) and $1.5 million ($1.2 million after tax effects) for the nine months ended January 31, 2025 and 2024, respectively. As of January 31, 2025, the Company had approximately $1.4 million of total unrecognized compensation cost related to unvested options that are expected to vest. These unvested outstanding options have a weighted-average remaining vesting period of 1.7 years.28

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~~The~~Stock ~~Company~~option ~~had~~compensation ~~the~~expense ~~following~~was ~~options~~$288,000 ~~exercised~~($223,000 after tax effects) and $200,800 ($164,000 after tax effects) for the ~~periods~~three ~~indicated~~months ended July 31, 2025 and 2024, respectively. ~~The~~As ~~impact~~of July 31, 2025, the Company had approximately $1.6 million of ~~these~~total ~~cash~~unrecognized ~~receipts~~compensation iscost ~~included~~related into ~~financing~~unvested ~~activities~~options inthat ~~the~~are ~~accompanying~~expected ~~Condensed~~to ~~Consolidated~~vest. ~~Statements~~These unvested outstanding options have a weighted-average remaining vesting period of ~~Cash~~1.3 ~~Flows~~years.

(Dollars in thousands except option data)	Nine Months EndedJanuary 31,
	2025		2024
Options exercised	-		30,000
Cash received from option exercises	$	-	$	-
Intrinsic value of options exercised	$	-	$	1,036

The Company had no options exercised for the three months ended July 31, 2025 and 2024.

~~There~~As ~~were~~of ~~no options exercised through net settlements during the nine months ended January~~ July 31, 2025~~. During the nine months ended January 31~~, ~~2024,~~ there were 30427,~~000~~448 ~~options~~vested ~~exercised~~and ~~through~~exercisable ~~net~~stock ~~settlements~~options inoutstanding ~~accordance~~ with ~~plan~~an ~~provisions,~~aggregate ~~wherein~~intrinsic ~~the~~value ~~shares~~of ~~issued~~$459,000, ~~were~~a ~~reduced~~weighted byaverage ~~23,507~~remaining ~~shares~~contractual tolife ~~satisfy~~of ~~the~~4.6 ~~exercise~~years, ~~price~~ and ~~applicable~~a ~~withholding~~weighted ~~taxes~~average toexercise ~~acquire~~price ~~6,493~~of ~~shares~~$81.23.

The aggregate intrinsic value of outstanding options at January 31, 2025 and 2024 was $603,000 and $2.4 million, respectively. As of January 31, 2025, there were 433,734 vested and exercisable stock options outstanding with an aggregate intrinsic value of $574,000, a weighted average remaining contractual life of 4.6 years, and a weighted average exercise price of $80.22.

Restricted Stock Awards

On August 5, 2015, the shareholders of the Company approved the Amended and Restated Stock Incentive Plan (the “Restated Incentive Plan”), which extended the term of the Company’s Stock Incentive Plan to June 10, 2025. On August 29, 2018, the shareholders of the Company approved an amendment to the Restated Stock Incentive Plan that increased the number of shares of common stock that may be issued under the Restated Incentive Plan by 100,000 shares to 450,000 ~~shares~~. The 2024 Equity Incentive Plan replaced the Restated Incentive Plan. As of August 27, 2024, no further awards may be granted under the Restated Incentive Plan. For shares issued under the Restated Incentive Plan and the 2024 Equity Incentive Plan, the associated compensation expense is generally recognized equally over the vesting periods established at the award date and is subject to the employee’s continued employment by the Company.

There were 8929,~~733~~363 restricted shares granted during the ~~nine~~three months ended ~~January~~July 31, 2025 and 7416,~~647~~364 restricted shares granted during the ~~nine~~three months ended ~~January~~ July 31, 2024. AnThere ~~aggregate~~were ~~of 264~~263,~~978~~779 unvested restricted shares ~~were~~ outstanding ~~under these incentive plans~~ as of ~~January~~July 31, 2025, with a weighted average grant date fair value of $5957.9661.

As The Company recorded compensation cost of ~~January 31~~approximately $869,000 ~~2025~~($673,000 ~~the~~after ~~Company~~tax ~~had~~effects) ~~approximately~~and $51.71 million of($839,000 ~~total~~after ~~unrecognized~~tax ~~compensation~~effects) ~~cost~~ related to ~~unvested awards granted under~~ the Restated Incentive Plan and 2024 Equity Incentive Plan, ~~which~~during the ~~Company~~three ~~expects~~months toended ~~recognize~~July 31, ~~over~~2025 aand ~~weighted-average~~2024, ~~remaining~~respectively. ~~period~~As of ~~2.3~~July 31, ~~years.~~2025, ~~The~~the Company ~~recorded~~had ~~compensation cost of~~ approximately $24.9 million ~~($2.1~~of ~~million~~total ~~after~~unrecognized ~~tax~~compensation ~~effects)~~cost ~~and~~related ~~$871,000~~to ~~($681,000~~unvested ~~after~~awards ~~tax~~granted ~~effects)~~under ~~related to~~ the ~~2024~~Restated ~~Equity~~ Incentive Plan and ~~Restated~~2024 Equity Incentive Plan, ~~during~~which the ~~nine~~Company ~~months~~expects ~~ended~~to ~~January~~recognize ~~31,~~over ~~2025~~a ~~and~~weighted-average ~~2024,~~remaining ~~respectively~~period of 1.9 years.

There were no modifications to any of the Company’s outstanding share-based payment awards during fiscal ~~2024~~2025 or during the first ~~nine~~three months of fiscal ~~2025~~2026.

~~J – Common Stock~~29

On September 20, 2024, the Company completed an underwritten public offering of 1,700,000 shares of its common stock, par value $0.01 per share, at a public offering price of $43.00. Net proceeds from the offering were $68.2 million after deducting underwriting discounts, commissions and offering expenses. Under the terms of the Underwriting Agreement entered into in connection with the offering, the Company granted the underwriter an option (the “Over-allotment Option”), exercisable for 30 days, to purchase up to 255,000 additional shares (the “Option Shares”) at the public offering price, less the underwriting discounts and commissions. On October 22, 2024, the Company completed the sale of 138,272 common stock in connection with the partial exercise by the underwriter of the Over-allotment Option at a public offering price of $43.00 per share. The Company received net proceeds from the offering of the Option Shares of approximately $5.6 million after deducting underwriting discounts and commissions.

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As of January 31, 2025, the Company has a total of 8,256,765 shares of its common stock outstanding, compared to 6,394,675 outstanding as of April 30, 2024.

K – Commitments and Contingencies

~~The~~Letter ~~Company has entered into operating leases for approximately 87%~~ of its dealership and office facilities. Generally, these leases are for periods of three to five years and usually contain multiple renewal options. The Company uses leasing arrangements to maintain flexibility in its dealership locations and to preserve capital. The Company expects to continue to lease the majority of its dealership and office facilities under arrangements substantially consistent with the past. Rent expense for all operating leases amounted to approximately $7.8 million and $6.6 million for the nine-month periods ended January 31, 2025 and 2024, respectively.Credit

~~Scheduled~~The ~~amounts~~Company ~~and~~has ~~timing~~standby letters of ~~cash~~credit ~~flows~~relating ~~arising~~to ~~from~~insurance ~~operating~~policies ~~lease~~totaling ~~payments~~$4.7 asmillion ofand ~~January 31,~~$3.9 ~~2025,~~million ~~discounted~~ at ~~the weighted average interest rate in effect as of January~~July 31, 2025 ofand ~~approximately 4.9%~~2024, ~~are as follows:~~respectively.

Maturity of lease liabilities
2025 (remaining)	$	2,570
2026	9,979
2027	9,350
2028	8,676
2029	7,782
Thereafter	$	49,003
Total undiscounted operating lease payments	87,360
Less: imputed interest	(19,693)
Present value of operating lease liabilities	$	67,667

Facility Leases

The Company ~~has~~leases ~~two~~certain ~~standby~~dealership ~~letters~~and ofoffice ~~credit~~facilities ~~relating~~under tovarious ~~insurance~~non-cancelable ~~policies~~operating ~~totaling $4~~leases.4 ~~million~~Dealership leases are generally for periods from three to five years and $3contain multiple renewal options.9 ~~million~~As atof ~~January~~July 31, 2025, ~~and~~the ~~2024~~aggregate rentals due under such leases, ~~respectively.~~including renewal options that are reasonably assured, were as follows:


Maturity of lease liabilities
2026 (remaining)	$	7,723
2027	9,733
2028	9,025
2029	8,120
2030	6,945
Thereafter	$	44,598
Total undiscounted operating lease payments	86,144
Less: imputed interest	(19,196)
Present value of operating lease liabilities	$	66,948

The $86.1 million of operating lease commitments includes $28.5 million of non-cancelable lease commitments under the lease terms and $57.6 million of lease commitments for renewal periods at the Company’s option that are reasonably assured. For the years ended July 31, 2025 and 2024, rent expense for all operating leases amounted to approximately $929,000 and $2.6 million, respectively.

Litigation

In the ordinary course of business, the Company has become a defendant in various types of legal proceedings. The Company does not expect the final outcome of any of these actions, individually or in the aggregate, to have a material adverse effect on the Company’s financial position, annual results of operations or cash flows. The results of legal proceedings cannot be predicted with certainty, however, and an unfavorable resolution of one or more of these legal proceedings could have a material adverse effect on the Company’s financial position, annual results of operations or cash flows.

Related Finance Company

Car-Mart of Arkansas and Colonial do not meet the affiliation standard for filing consolidated income tax returns, and as such they file separate federal and state income tax returns. Car-Mart of Arkansas routinely sells its finance receivables to Colonial at what the Company believes to be fair market value and is able to take a tax deduction at the time of sale for the difference between the tax basis of the receivables sold and the sales price. These types of transactions, based upon facts and circumstances, have been permissible under the provisions of the Internal Revenue Code as described in the Treasury Regulations. For financial accounting purposes, these transactions are eliminated in consolidation, and a deferred income tax liability has been recorded for this timing difference. The sale of finance receivables from Car-Mart of Arkansas to Colonial provides certain legal protection for the Company’s finance receivables and, principally because of certain state apportionment characteristics of Colonial, also has the effect of reducing the Company’s overall effective state income tax rate. The actual interpretation of the regulations is in part a facts and circumstances matter. The Company believes it satisfies the material provisions of the regulations. Failure to satisfy those provisions could result in the loss of a tax deduction at the time the receivables are sold and have the effect of increasing the Company’s overall effective income tax rate as well as the timing of required tax payments.

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L –- Supplemental Cash Flow Information

Supplemental cash flow disclosures are as follows:

(In thousands)	Nine Months EndedJanuary 31,
	Three Months EndedJuly 31,
	2025		2024
(In thousands)	2025		2024
Supplemental disclosures:
Interest paid	$	5316,~~795~~850	$	4717,~~968~~062
Income taxes paid, net	~~7,853~~85		1,~~628~~297
Non-cash transactions:
Inventory acquired in repossession and accident protection plan claims	8629,~~031~~616		~~103~~26,~~474~~975
Reduction in net receivables for deferred ancillary product revenue at time of charge-off	24,445		28,542
Right-of-use assets obtained in exchange for operating lease liabilities	-		384
Net settlement option exercises	-		1,646
Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions	-		7,433
Right-of-use assets obtained in exchange for operating lease liabilities	384		558
Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions	7,433		1,822

M – Acquisitions

On June 3, 2024, the Company completed its business combination of Texas Auto Center (“TAC”), which includes two dealership locations in Austin and San Marcos, Texas.

The total purchase price of the TAC acquisition was $13.5 million, which included $3.5 million of contingent consideration. The structure of the transaction is consistent with prior transactions whereby the Company did not acquire existing finance receivables and the seller may receive a performance-based earn-out in the future ranging from zero to a maximum of $15 million based on cumulative pre-tax income.

The excess of the purchase price over the preliminary fair values of the net assets acquired was allocated to goodwill, all of which is deductible for tax purposes and represents the future economic benefits expected to arise from anticipated synergies and intangible assets that do not qualify for separate recognition. The Company recorded the preliminary fair values of the assets acquired and liabilities assumed in the TAC acquisition, which resulted in the recognition of: (1) net working capital assumed of $100,000, (2) inventory of $5 million, (3) gross right use of asset and lease liability of $7.4 million and (4) goodwill of $8.5 million.

N - ~~Subsequent~~Segment ~~Events~~Reporting

OnThe ~~February 28, 2025, the~~ Company ~~entered~~conducts ~~into Amendment No. 9 to~~ its ~~revolving~~operations ~~credit~~through ~~agreement~~a ~~that,~~single ~~among~~reportable ~~other~~segment ~~things,~~representing ~~extends~~ the ~~maturity~~consolidated ~~date~~entity ofselling ~~the credit facility to March 31, 2027~~ and ~~increases~~financing ~~the~~used ~~total permitted borrowings by $30 million to $350 million~~vehicles. ~~Under~~Management ~~the~~has ~~amendment,~~determined the Company ~~will~~consists beof ~~required to maintain~~ a ~~minimum~~single ~~amount~~operating ~~available~~and toreportable besegment. ~~drawn~~The ~~under~~chief ~~the~~operating ~~credit~~decision ~~facilities,~~maker ~~based on eligible finance receivables and inventory~~(“CODM”), ofwho ~~$20~~is ~~million when~~ the ~~outstanding~~Chief ~~principal~~Executive ~~balance~~Officer, ~~under~~manages the ~~line~~Company ofon ~~credit~~a isconsolidated ~~less~~basis ~~than~~and orutilizes ~~equal~~sales, toprovision ~~$325~~for ~~million. If the outstanding principal balance under the line of~~ credit ~~is greater than $325 million~~losses, ~~the~~and ~~Company~~net ~~will~~income be(loss) ~~required~~as topresented ~~maintain~~on athe ~~minimum~~Condensed ~~availability~~Consolidated Statements of ~~$50~~Operations ~~million.~~as ~~The amendment makes further adjustments to~~ the ~~required~~primary ~~fixed~~financial ~~charge~~measures ~~coverage~~used ~~ratio, including incremental increases~~ in assessing the ~~required~~performance ~~ratio~~of ~~through July 31, 2026. The amendment also decreases~~ the Company~~’s permissible capital expenditure limit from $35~~.~~0 million to $25.0 million in the aggregate during any fiscal year.~~

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The CODM is provided with the following significant segment expenses within selling, general and administrative expenses on the consolidated statement of operations. Other segment items within consolidated net income (loss) are all separately disclosed on the Condensed Consolidated Statement of Operations.


	Three Months Ended July 31,
(Dollars in thousands)	2025		Change		2024

Compensation and benefits:
Compensation and benefits, excluding share-based compensation expense	$	32,031	12.4	%	$	28,496
Share-based compensation expense	1,157		(11.7)		1,311
Total compensation and benefits	$	33,188	11.3		$	29,807
Store occupancy costs	5,495		13.3		4,850
Advertising costs	1,344		33.3		1,008
Other overhead costs	11,381		3.0		11,046
Total selling, general and administrative expenses	$	51,408	10.1		$	46,711

O – Subsequent Events

On August 28, 2025, the Company completed a securitization transaction, which involved the issuance and sale in a private offering of $133.3 million aggregate principal amount of 5.01% Class A Asset Backed Notes (the “Class A Notes”) and $38.6 million aggregate principal amount of 6.08% Class B Asset Back Notes (the “Class B Notes”), with an overall weighted average life adjusted coupon of 5.46%. The Notes were issued by ACM Auto Trust 2025-3, an indirect subsidiary of the Company. The Notes are collateralized by $291.5 million of accounts receivables related to installment sale contracts originated by the Company’s operating subsidiaries, America’s Car Mart, Inc and Texas Car-Mart, Inc. The Class A Notes mature on January 20, 2030, and the Class B Notes mature on July 20, 2032.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company'’s Condensed Consolidated Financial Statements and notes thereto appearing elsewhere in this report.

Forward-Looking Information

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements address the Company’s future objectives, plans and goals, as well as the Company’s intent, beliefs and current expectations regarding future operating performance, and can generally be identified by words such as “may,” “will,” “should,” “could,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and other similar words or phrases. Specific events addressed by these forward-looking statements may include, but are not limited to:

•operational infrastructure investments;

•same dealership sales and revenue growth;

•customer growth ~~and engagement~~;

•gross profit margin percentages;

•gross profit per retail unit sold;

•business acquisitions;

•inventory acquisition, reconditioning, transportation, and remarketing;

•technological investments and initiatives;

•future revenue growth;

•receivables growth as related to revenue growth;

•new dealership openings;

•performance of new ~~or existing~~ dealerships;

•interest rates;

•future credit losses;

•the Company’s collection results, including but not limited to collections during income tax refund periods;

•future supply, demand, and affordability of used vehicles;

• availability of used vehicle financing;

•seasonality; and

•the Company’s business, operating and growth strategies and expectations.

These forward-looking statements are based on the Company’s current estimates and assumptions and involve various risks and uncertainties. As a result, you are cautioned that these forward-looking statements are not guarantees of future performance, and that actual results could differ materially from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from the Company’s projections include those risks described elsewhere in this report and in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025, as well as:

•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~~;

•the availability of quality used vehicles at prices that will be affordable to our 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 us, 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, including whether anticipated benefits from the Company’s recently implemented loan origination system are achieved as expected or at all;

•competition;

•dependence on existing management;

•ability to attract, develop, and retain qualified general managers;

•changes in consumer finance laws or regulations, including but not limited to rules and regulations that have recently been enacted or could be enacted by federal and state governments;

•the ability to keep pace with technological advances and changes in consumer behavior affecting our business;

•security breaches, cyber-attacks, or fraudulent activity;

•the ability to identify and obtain favorable locations for new or relocated dealerships at reasonable cost;

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•the ability to successfully identify, complete and integrate new acquisitions;

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•the occurrence and impact of any adverse weather events or other natural disasters affecting the Company’s dealerships or customers; and

•potential business and economic disruptions and uncertainty that may result from any future public health crises and any efforts to mitigate the financial impact and health risks associated with such developments.

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers and investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

Overview

America’s Car-Mart, Inc., a Texas corporation initially formed in 1981 (the “Company”), is one of the largest publicly held automotive retailers in the United States focused exclusively on the “Integrated Auto Sales and Finance” segment of the used car market. The Company’s operations are principally conducted through its two operating subsidiaries, America’s Car Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas”), and Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”). References to the Company include the Company’s consolidated subsidiaries. The Company primarily sells older model used vehicles and provides financing for substantially all of its customers. Many of the Company’s customers have limited financial resources and would not qualify for conventional financing as a result of limited credit histories or past credit difficulties. As of ~~January~~July 31, 2025, the Company operated 154 dealerships located primarily in small cities throughout the South-Central United States.

Over the last ten fiscal years, the Company’s revenue growth averaged 1110.46%. Revenue for the first ~~nine~~three months of fiscal ~~2025~~2026 declined 01.89% compared to the same period of fiscal ~~2024~~2025, primarily due to a 35.27% decrease in retail units sold. The decrease was partially offset by a 27.5% increase in ~~the average retail sales price and a 5.3% increase in~~ interest income. ~~Our dealership volume productivity averaged 29.7 sales per month for the first nine months of fiscal 2025, down from 30.8 during the same period last year.~~

The Company has been focused on improving vehicle quality by ~~bringing~~procuring lower -mileage ~~and on average newer model-year~~ vehicles ~~to our consumers~~, while balancing ~~this~~affordability ~~with~~for ~~affordability~~customers. The Company believes this will aid in driving down our customers’ vehicle repair costs, reduce our service contract repair expenses, and lead to better recovery values in the event of repossession. When combined with inventory procurement efficiencies, these changes are expected to drive improved customer experience and contribute to better gross margins.

InOver the ~~fourth~~last ~~quarter~~five fiscal years, the Company’s provision for credit losses as a percentage of sales averaged 30.2%. During fiscal ~~year~~2025, ~~2024~~credit losses well exceeded the pre-pandemic rate of 23.71% in fiscal 2019, partially due to the ~~Company~~inflationary ~~entered~~pressure ~~into~~on acustomers ~~strategic~~and ~~partnership~~increasing ~~with~~interest rates from federal monetary policy. For the first three months of fiscal 2026, the provision for credit losses as a ~~leading~~percentage ~~automotive~~of ~~services~~sales ~~and~~increased ~~technology~~to ~~provider~~37.3%, compared to ~~improve~~33.2% for the ~~efficiencies~~same ~~within~~period of fiscal 2025, resulting from an increased frequency and severity of losses coupled with the effect of lower sales revenues. Based on the Company’s ~~inventory~~current ~~supply~~analysis ~~chain~~of ~~process~~credit losses, the allowance for credit losses at July 31, 2025 was 23.35% ~~This~~of ~~partnership~~finance isreceivables, ~~allowing~~net ~~the~~of ~~Company~~deferred torevenue ~~utilize~~and ~~reconditioning~~pending accident protection plan (“APP”) claims, an improvement from 25.00% at July 31, 2024 and ~~auction~~a ~~facilities~~decline from 23.25% at April 30, ~~which~~2025, resulting in a $3.0 million increase to the ~~Company~~provision ~~expects~~for ~~will~~credit ~~improve~~losses from the ~~Company’s~~fourth ~~vehicle~~quarter ~~quality~~of fiscal 2025.

~~Over~~The ~~the last five fiscal years, the~~ Company’s ~~provision for~~ credit losses asand ~~a percentage of sales averaged 26.36%, with a pre~~charge-~~pandemic~~offs ~~rate~~are ofimpacted ~~23.71%~~by inmarket ~~fiscal~~and ~~2019.~~economic ~~During fiscal 2024~~factors, ~~credit~~including ~~losses well exceeded pre~~macro-~~pandemic~~economic ~~levels,~~conditions ~~partially~~such ~~due~~as toinflation ~~the~~in ~~inflationary pressure on customers and increasing interest rates from federal monetary policy. For~~ the ~~first~~cost ~~nine months~~ of ~~fiscal~~vehicle ~~2025~~insurance, ~~the provision for credit losses as a percentage of sales declined to 33.7%~~rent, ~~compared to 37.6% for the same period of fiscal 2024~~groceries, ~~with lower sales partially offsetting~~ the ~~12.4%~~price ~~improvement in provision for credit losses. Based on the Company’s current analysis~~ of ~~credit losses~~gasoline, ~~the allowance for credit losses at January 31~~childcare, ~~2025 was 24.31% of finance receivables, net of deferred revenue~~ and ~~pending~~other ~~accident~~staple ~~protection plan (“APP”) claims~~items, ~~an improvement from 25.74% at January 31, 2024~~ and ~~24.72%~~overall atunemployment ~~October 31~~levels, ~~2024,~~as ~~resulting~~well inas ~~a $5.6 million reduction to~~ the ~~provision~~personal ~~for~~income ~~credit~~levels ~~losses~~of ~~from~~ the ~~second~~Company’s ~~quarter of fiscal 2025~~customers.

~~The~~However, the Company’s ~~credit~~continues ~~losses~~to ~~and~~believe ~~charge-offs~~that ~~are~~the ~~impacted~~proper byexecution ~~market~~of ~~and~~its ~~economic~~business ~~factors,~~practices ~~including~~is ~~macro-economic~~the ~~conditions~~single ~~such~~most asimportant ~~inflation~~determinant inof ~~the~~its ~~cost~~long-term ofcredit ~~vehicle~~loss ~~insurance,~~experience. ~~rent,~~The ~~groceries,~~Company ~~the~~continuously ~~price~~looks offor ~~gasoline,~~ways ~~childcare,~~to ~~and~~operate ~~other~~more ~~staple items~~efficiently, ~~and~~improve ~~overall~~its ~~unemployment~~business ~~levels,~~practices asand ~~well~~adjust asunderwriting ~~the~~and ~~personal~~collection ~~income~~procedures. ~~levels~~During ofthe quarter, the Company’s ~~customers.~~advanced ~~Historically,~~its credit ~~losses,~~and oncollections ainfrastructure ~~percentage~~through ~~basis,~~upgrades ~~also~~to ~~tend~~its toloan beorigination ~~higher~~system at("LOS"), which incorporate a new scorecard and ~~developing~~embedded ~~dealerships~~risk-based ~~than~~pricing. atThese ~~longer~~enhancements ~~tenure~~are ~~locations~~more closely aligning expected returns with ~~experienced~~customer ~~management.~~risk ~~Generally~~profiles, ~~this~~with isearly ~~because~~results ~~the~~showing ~~management~~a atshift ~~new~~in originations toward higher-ranked customers and ~~developing~~away ~~dealerships~~from ~~tends~~lower-tier toapplicants, beconsistent ~~less~~with ~~experienced~~the insystem’s ~~making~~design. ~~credit~~In ~~decisions~~parallel, ~~and~~the ~~collecting~~Company ~~customer~~implemented ~~accounts~~updates to its payments platform, ~~and~~which ~~the~~are ~~customer~~facilitating ~~base~~a isshift ~~less~~from ~~seasoned.~~in-store ~~Normally~~to ~~more~~online ~~mature~~payments ~~dealerships~~and ~~have~~supporting more ~~repeat~~consistent ~~customers~~customer ~~and,~~payment onbehavior. ~~average~~Together, ~~repeat~~these ~~customers~~initiatives are expected to further strengthen the Company’s underwriting discipline and enhance the effectiveness of its collection efforts, providing a ~~better~~more ~~credit~~scalable ~~risk~~framework ~~than~~to ~~non~~support long-~~repeat~~term ~~customers~~growth.

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The Company’s ~~continuously~~gross ~~looks~~profit ~~for~~dollars ~~ways~~per toretail ~~operate~~unit ~~more~~sold ~~efficiently~~increased by $460, ~~improve~~or ~~its~~6.6%, ~~business~~during ~~practices~~the ~~and~~first ~~adjust~~three ~~underwriting~~months ~~and~~of ~~collection~~fiscal ~~procedures.~~2026 ~~The~~compared ~~Company~~to ~~has~~the afirst ~~proprietary~~three ~~credit~~months ~~scoring~~of ~~system~~fiscal ~~which~~2025, ~~enables~~and gross margin as a percentage of sales for the ~~Company~~first three months of fiscal 2026 increased to ~~monitor~~36.6% of sales from 35.0% in the ~~quality~~prior ofyear ~~contracts~~period. ~~Corporate~~The ~~office~~increase ~~personnel~~in ~~monitor~~gross ~~proprietary~~profit ~~credit~~dollars ~~scores~~per ~~and~~retail ~~work~~unit ~~with~~sold ~~dealerships~~was ~~when~~related to a decrease in the ~~distribution~~aggregate cost of ~~scores~~the ~~falls~~vehicles ~~outside~~sold ofduring ~~prescribed~~the ~~thresholds.~~respective ~~Additionally,~~periods related to the Company’s ~~training~~initiatives ~~department~~around ~~continuously~~pricing ~~strengthens~~discipline, ~~its~~lower ~~training~~frequency and severity of vehicle repair costs, and improved retention of wholesale buyers for ~~collections~~vehicles repossessed by the Company. The Company’s ~~collection~~gross ~~department~~margin ~~and~~is ~~support~~based ~~staff~~upon ~~oversees~~the ~~collection~~cost ~~and~~of ~~provides~~the ~~timely~~vehicle ~~oversight~~purchased, ~~and~~with ~~additional~~higher-priced ~~accountability~~vehicles ontypically ahaving ~~consistent~~higher ~~basis~~gross margin dollars but lower gross margin percentages. Gross margin is also affected by the percentage of wholesale sales to retail sales, which relates, for the most part, to repossessed vehicles sold at or near cost. The Company ~~believes~~plans ~~that~~to ~~the~~continue ~~proper~~to ~~execution~~focus ofon ~~its~~managing ~~business~~gross ~~practices~~margin isdollars in the ~~single~~near ~~most~~term, ~~important~~as ~~determinant~~demonstrated by the increase during the first quarter of ~~its~~fiscal ~~long-term~~2026, ~~credit~~as ~~loss~~well ~~experience~~as continuing to focus on improving wholesale results, cost controls, and operational improvement around the acquisition and disposal of vehicles.

The Company’s ~~gross~~consistently ~~profit~~focuses ~~dollars~~on ~~per~~collections. ~~retail~~Each ~~unit~~dealership ~~sold~~is ~~increased~~responsible byfor ~~$562,~~its orown ~~8.2%,~~collections ~~during~~with ~~the~~supervisory ~~first~~involvement ~~nine~~and ~~months~~oversight offrom ~~fiscal 2025 compared to~~ the ~~first~~corporate ~~nine months of fiscal 2024~~office. ~~Gross~~Total ~~margin~~collections asof aprincipal, ~~percentage~~interest, ofand ~~sales~~late fees for the first ~~nine~~three months of fiscal ~~2025~~2026 increased toby 36$10.7% ~~of sales~~million, ~~including~~or ~~a 1~~6.02%, ~~benefit~~over ~~from~~ the ~~impact~~prior ~~of the service contract accounting change in estimate for revenue recognition made in the second quarter of fiscal~~ year ~~2025~~period. ~~The~~Principal ~~Company’s initiatives around pricing discipline~~collections, ~~reduced~~as ~~transportation~~a costs and lower vehicle repair costs also contributed to the increase in gross profit dollars. The Company’s gross margin is based upon the cost of the vehicle purchased, with higher-priced vehicles typically having higher gross margin dollars but lower gross margin percentages. Gross margin is also affected by the percentage of ~~wholesale~~average ~~sales~~finance ~~to retail sales~~receivables, ~~which~~increased ~~relates,~~slightly ~~for the most part,~~ to ~~repossessed vehicles sold at or near cost~~7. ~~The Company plans to continue to focus on managing gross margin dollars in the near term~~9%, ascompared ~~demonstrated by the increase during the first nine months of fiscal year 2025, as well as continuing~~ to ~~focus~~7.8% onfor ~~improving wholesale results, cost controls, and operational improvement around~~ the ~~acquisition~~same ~~and~~period ~~disposal~~in ofprior ~~vehicles~~year.

The Company consistently focuses on collections. Each dealership is responsible for its own collections with supervisory involvement and oversight from the corporate office. Total collections of principal, interest, and late fees for the first nine months of fiscal 2025 increased by $21.3 million, or 4.2%, over the prior year period. Principal collections, as a percentage of average finance receivables, increased slightly to 23.1%, compared to 22.7% for the same period in prior year.

Hiring, training, and retaining qualified associates is critical to the Company’s success. The rate at which the Company adds new dealerships and is able to implement operating initiatives is limited by the number of trained managers and support personnel the Company has at its disposal. Excessive turnover, particularly at the dealership manager level, could impact the Company’s ability to add new dealerships and to meet operational initiatives. The landscape for hiring remains very competitive. The Company has continued to add resources to recruit, train, and develop personnel, especially personnel targeted to fill dealership manager positions. The Company expects to continue to invest in the development of its workforce.

The Company continues to prioritize investments to improve its products and services and operate more efficiently over time. ~~One~~During ofthe quarter, the Company’s ~~largest~~deployed ~~recent~~updates ~~investments~~to ~~has been improving~~ its processes and technology for credit applications and decision-making through a new ~~loan~~version ~~origination~~of ~~system (“~~LOS”). ~~This~~Since the implementation of the initial LOS, this online loan application system ~~allows~~has ~~the~~allowed ~~consumer~~consumers to apply for credit faster in anticipation of their vehicle purchase, authorize a soft credit pull during the application process, ~~and~~ receive astatus ~~response~~updates via text message ~~on the status of their application~~, as well as have access to centralized appointment-setting. At the end of the ~~third~~first quarter, the Company had implemented ~~the~~ LOS in 145 of its 154 dealerships, with centralized decision-making on approvals of applications submitted via the online platform. The remaining nine dealerships, which were acquired, are still in their earn-out period or have yet to be integrated. Through ~~the~~ LOS, the Company has tightened its credit approval standards, primarily by requiring a higher down payment and shorter terms from certain customers. The updates to LOS implemented during the first quarter introduced an upgraded, more predictive scorecard and risk-based pricing capabilities, improving risk identification and customer rankings. The revised scorecard provides improved risk identification by assigning customer rankings with greater granularity. As a result, the Company made a higher proportion of its sales during the first quarter to customers ranked 5–7, rankings which have historically demonstrated a lower probability of loss and delivered stronger overall returns on their installment sale contracts compared to lower-ranked customers. In addition, the Company implemented upgrades to its payments platform in late June 2025, which are driving a shift from in-store to online payments, enhancing convenience for customers while supporting more consistent payment behavior and improved collections efficiency.

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Three ~~months~~Months ~~ended~~Ended ~~January~~July 31, 2025 vs. Three ~~months~~Months ~~ended~~Ended ~~January~~July 31, 2024

Consolidated Operations

(Operating Statement Dollars in Thousands)

							% Change		As a % of Sales
	Three Months EndedJanuary 31,						2025vs.2024		Three Months EndedJanuary 31,
	Three Months Ended July 31,						2025vs.2024		Three Months Ended July 31,
	2025			2024					2025		2024
Revenues:
Sales	$	~~263~~276,~~484~~240		$	~~240~~287,~~401~~248		9(3.68)	%	100.0	%	100.0	%
Interest income	6265,~~242~~072			5960,~~213~~515			57.15		23.6	%	2421.61	%
Total	~~325~~341,~~726~~312			~~299~~347,~~614~~763			8(1.79)		123.6	%	~~124~~121.61	%
Costs and expenses:
Cost of sales, excluding depreciation shown below	~~169~~175,~~374~~080			~~158~~186,~~250~~570			7(6.02)		6463.34	%	65.80	%
Selling, general and administrative	4651,~~460~~408			4346,~~562~~711			610.71		1718.6	%	1816.13	%
Provision for credit losses	86103,~~652~~036			8995,~~582~~423			(38.3)0		3237.93	%	3733.32	%
Interest expense	1617,~~923~~042			1618,~~731~~312			1(6.19)		6.42	%	76.04	%
Depreciation and amortization	12,~~890~~139			1,~~712~~884			1013.45		0.78	%	0.7	%
Loss on disposal of property and equipment	379			~~119~~46			(6880.94)		—–	%	—–	%
Total	~~321~~348,~~336~~714			~~309~~348,~~956~~946			3(0.71)	%	~~121~~126.93		~~128~~121.96
Pretax income (loss)	$	4,390		$	(10,342)				1.7	%	(4.3)	%
Pretax loss	$	(7,402)		$	(1,183)				(2.7)	%	(0.5	%)
Operating Data:
Retail units sold	13,~~198~~568			1114,~~664~~391
Average dealerships in operation	154			~~154~~155
Average units sold per dealership per month	2829.64			2530.29
Average retail sales price	$19,564	~~19,275~~		$19,286	~~19,455~~
Gross profit per retail unit sold	$	7,~~131~~456		$	76,~~043~~996
Same store revenue growth	3(4.1)		%	(98.36)		%
Period End Data:
Dealerships open	154			~~154~~156
Accounts over 30 days past due	3.78		%	3.35		%

~~Revenues~~Total ~~increased~~revenues bydecreased ~~approximately~~ $266.15 million, or 81.79%, for the three months ended ~~January~~ July 31, 2025 as compared to the same period in the prior fiscal year. The ~~increase~~decrease ~~resulted~~was ~~from~~primarily anas ~~increase~~a result of declines in revenue at dealerships that operated a full three months in both the current and prior year quarter ($913.17 million ~~increase~~decrease) and ~~revenue~~by ~~growth~~a ~~from~~decline in revenue at dealerships ~~opened~~that orwere ~~acquired~~closed ~~after~~during the prior year quarter ($203.10 million ~~increase~~decrease), partially offset by ~~a decline in~~ revenue atgrowth from dealerships ~~that~~opened ~~were~~or ~~closed~~acquired during or after the prior year quarter ($310.12 million ~~decrease~~increase). The ~~increase~~primary decrease in revenue was related to a 135.27% ~~increase~~decrease in retail units sold, largely resulting from abalancing ~~combination~~affordability for the consumer, profit margins and portfolio quality. The purchase cost of ~~underperformance~~vehicles inrose during the ~~prior~~quarter, ~~year~~consuming ~~period~~more of our borrowing capacity, which limited the amount of inventory we carried and ~~operational~~had ~~improvements~~an inimpact ~~this~~on ~~year’s~~the ~~quarter~~sales volumes. ~~Revenue~~The decrease in revenue was ~~further~~partially ~~improved~~offset by a 57.15% increase in interest income. Interest income increased for the three months ended ~~January~~July 31, 2025, as compared to the same period in the prior fiscal year, due to the $3035.94 million increase in ~~average finance receivables and an increase in the weighted average interest rate to 17.5%, up from 17.2%.~~

Cost of sales, as a percentage of sales, decreased to 64.3% for the three months ended January 31, 2025 compared to 65.8% for the same period of the prior fiscal year, resulting in a gross margin as a percentage of sales of 35.7% for the 36

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~~current~~average ~~year~~finance ~~period,~~receivables ~~compared~~and toan ~~34.2%~~increase ~~for~~in the ~~prior~~weighted ~~year~~average ~~period.~~interest ~~The~~rate ~~improvement~~on inoutstanding ~~gross~~finance ~~margin~~receivables ~~resulted~~to ~~from better procurement processes and operational efficiencies~~17.6%, ~~partially~~up ~~offset~~from by17.4% ~~increased~~during ~~accident~~the ~~protection~~prior ~~plan~~year ~~claims as a result of winter weather~~period.

~~Gross~~The ~~margin~~cost of sales as a percentage of sales isdecreased ~~significantly~~to ~~impacted~~63.4% byfor the ~~average~~three ~~retail~~months ~~sales~~ended ~~price~~July ~~of the vehicles the Company sells~~31, ~~which~~2025 iscompared ~~largely~~to a65.0% ~~function~~for of the ~~Company’s~~same ~~purchase~~period ~~cost~~of ~~and includes~~ the ~~price~~prior offiscal ~~ancillary products sold with the vehicle~~year, ~~such~~resulting asin ~~the~~a ~~APP~~gross ~~and vehicle repair plan. As purchase costs increase, the~~ margin ~~between~~as ~~the~~a ~~purchase~~percentage ~~cost~~of ~~and the~~ sales ~~price~~ of ~~the~~36.6% ~~vehicles~~for the ~~Company~~current ~~sells~~year ~~generally~~period ~~narrows~~compared onto a35.0% ~~percentage~~for ~~basis because~~ the ~~Company~~prior ~~must~~year ~~offer affordable prices to its customers~~period. The ~~average~~improvement ~~retail~~in ~~sales~~gross ~~price~~margin ~~for~~compared to the ~~third~~same ~~quarter~~period ofin ~~fiscal 2025 was $19,275, a $180 decrease from~~ the prior fiscal year ~~quarter.~~resulted ~~The~~from ~~Company~~continued ~~continues~~efforts related to ~~focus~~vehicle onsales ~~gross~~pricing ~~margin~~improvements, ~~improvement~~reduced ~~through~~repairs ~~pricing~~in ~~discipline,~~both ~~reduced~~frequency ~~transportation~~and ~~costs~~severity and ~~lower~~improved ~~vehicle~~rates ~~repair~~on ~~costs~~wholesale retention.

~~Selling,~~Gross ~~general~~margin ~~and administrative expenses,~~ as a percentage of sales, ~~were~~is ~~17.6%~~significantly ~~for~~impacted by the ~~three~~average ~~months~~retail ~~ended~~sales ~~January~~price ~~31,~~of ~~2025~~the vehicles the Company sells, anwhich ~~increase~~is oflargely ~~6.7%~~a ~~from~~function of the ~~same~~Company’s ~~period~~purchase cost and includes the price of ancillary products sold with the ~~prior~~vehicle, ~~fiscal~~such ~~year~~as the APP and the vehicle service contract. ~~Selling~~As purchase costs increase, ~~general~~the margin between the purchase cost and ~~administrative~~the ~~expenses~~sales ~~are,~~price ~~for~~of the ~~most~~vehicles ~~part,~~the ~~more~~Company ~~fixed~~sells ingenerally ~~nature.~~narrows Inon ~~dollar~~a ~~terms,~~percentage ~~overall~~basis ~~selling,~~because ~~general~~the ~~and~~Company ~~administrative~~must ~~expenses~~offer ~~increased~~affordable ~~approximately~~prices $2to its customers.9 ~~million~~The inaverage retail sales price for the ~~third~~first quarter of fiscal ~~2025~~2026, ~~compared~~including toancillary ~~the~~products, ~~same~~was ~~period~~$19,564, reflecting an increase of $278 over the prior ~~fiscal~~ year quarter. The ~~Company’s~~improvement ~~two~~in ~~most~~gross ~~recent~~margin ~~acquisitions~~for ~~drove~~the ~~$1.8~~quarter ~~million~~demonstrates of the ~~increase~~Company's ~~with~~continued ~~most~~focus ofon ~~the~~gross ~~remainder~~margin ~~related~~improvement tothrough ~~higher~~pricing ~~stock~~discipline, ~~compensation~~reduced transportation costs and lower vehicle repair costs.

~~Provision~~Selling, ~~for~~general ~~credit~~and ~~losses~~administrative (SG&A) expenses as a percentage of sales ~~was~~increased 32to 18.96% for the three months ended ~~January~~July 31, 2025 compared to 3716.3% ~~for~~the same period in the prior ~~year~~fiscal ~~period~~year. In ~~overall~~absolute ~~dollars~~terms, ~~the~~SG&A ~~provision~~expenses ~~for~~rose ~~credit~~by ~~losses decreased~~ $24.97 million infrom the ~~third quarter of fiscal 2025 compared to the~~ same period ofin the prior fiscal year. ~~due~~The toincrease ais ~~decrease~~primarily related to additions in ~~the~~technology ~~allowance~~and ~~for~~increases ~~credit~~in ~~losses~~compensation and ~~the~~benefit ~~improved~~expense, ~~experience~~related ofto ~~contracts~~additions ~~underwritten~~to the leadership team in ~~the~~areas ~~Company’s~~such ~~new~~as ~~loan~~finance ~~origination~~and ~~system~~accounting.

~~Interest~~Provision ~~expense~~for credit losses as a percentage of sales ~~decreased~~was ~~to 6~~37.43% for the three months ended ~~January~~July 31, 2025, compared to 733.02% for the same period in the prior ~~year~~fiscal ~~period~~year. In ~~dollar~~overall ~~terms~~dollars, ~~interest~~the ~~expense~~provision for credit losses increased $~~192,000~~7.6 ~~due~~million toin anthe ~~increase~~first inquarter of fiscal 2025 compared to the ~~average~~same ~~borrowings~~period of ~~approximately~~the ~~$42~~prior fiscal year.0 ~~million~~This ~~during~~increase ~~the~~was ~~three~~a ~~months~~result ~~ended~~of ~~January~~increases ~~31,~~in ~~2025,~~both ~~partially~~the ~~offset~~frequency byand ~~decreasing~~severity ~~interest~~of ~~rates~~losses coupled with softer sales.

32Interest expense for three months ended July 31, 2025 as a percentage of sales decreased to 6.2%, from 6.4% for the prior year period. In dollar terms, interest expense decreased $1.3 million, reflecting improvements in our securitization platform and a more favorable interest rate environment.

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Nine months ended January 31, 2025 vs. Nine months ended January 31, 2024

Consolidated Operations

(Operating Statement Dollars in Thousands)

							% Change		As a % of Sales
	Nine Months EndedJanuary 31,						2025vs.2024		Nine Months EndedJanuary 31,
	2025			2024					2025		2024
Revenues:
Sales	$	836,506		$	854,170		(2.1)	%	100.0	%	100.0	%
Interest income	184,252			175,051			5.3		22.0		20.5
Total	1,020,758			1,029,221			(0.8)		122.0		120.5
Costs and expenses:
Cost of sales, excluding depreciation shown below	529,159			560,692			(5.6)		63.3		65.6
Selling, general and administrative	140,578			134,895			4.2		16.8		15.8
Provision for credit losses	281,597			321,300			(12.4)		33.7		37.6
Interest expense	53,277			47,587			12.0		6.4		5.6
Depreciation and amortization	5,700			5,101			11.7		0.6		0.6
Loss (gain) on disposal of property and equipment	124			359			(65.5)		—		—
Total	1,010,435			1,069,934			(5.6)	%	120.8		125.2
Pretax loss	$	10,323		$	(40,713)				1.2	%	(4.8)	%
Operating Data:
Retail units sold	41,373			42,738
Average stores in operation	155			154
Average units sold per store per month	29.7			30.8
Average retail sales price	$	19,531		$	19,062
Gross profit per retail unit	$	7,429		$	6,867
Same store revenue change	(5.2)		%	1.0		%
Period End Data:
Stores open	154			154
Accounts over 30 days past due	3.7		%	3.3		%

Revenues decreased by approximately $8.5 million, or 0.8%, for the nine months ended January 31, 2025 as compared to the same period in the prior fiscal year. The decrease resulted from a decline in revenue at dealerships that operated a full nine months in both the current and prior year quarter ($52.4 million decrease) and by dealerships that were closed during the prior year nine-month period ($15.2 million decrease), partially offset by revenue growth from dealerships opened or acquired after the prior year nine months ($59.1 million). The revenue decline was primarily related to a 3.2% decrease in retail units sold, partially offset by a 5.3% increase in interest income and a 2.5% increase in the average retail sales price. Interest income increased approximately $9.2 million for the nine months ended January 31, 2025, as compared to the same period in the prior fiscal year, due to the $28.6 million increase in average finance receivables and an increase in the weighted average interest rate to 17.5% from 17.2% in the prior year.

Cost of sales, as a percentage of sales, decreased to 63.3% for the nine months ended January 31, 2025 compared to 65.6% for the same period of the prior fiscal year, resulting in a gross margin as a percentage of sales of 36.7% for the current year period, including 1.0% from the impact of the service contract accounting change in estimate for revenue

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recognition, compared to 34.4% for the prior year period. The primary driver of this cost of sales decrease was the Company’s continued focus on inventory efficiencies in procurement, remarketing, and repairs. The average retail sales price for the nine months ended January 31, 2025 was $19,531, an increase of $469 or 2.5% over the prior year period. However, this increase was primarily due to the $13.2 million benefit in the second quarter of fiscal year 2025 as a result of the service contract accounting change in estimate for revenue recognition, rather than as a result of purchase cost increases.

Selling, general and administrative expenses, as a percentage of sales, were 16.8% for the nine months ended January 31, 2025, an increase of 4.2% from the same period of the prior fiscal year. In dollar terms, overall selling, general and administrative expenses increased approximately $5.7 million in the nine months ended January 31, 2025, compared to the same period of the prior fiscal year. The Company has made increasing investments in several areas including senior management, inventory procurement and management, customer experience and digital efforts. The addition of new dealerships through acquisitions since last year drove most of the increase. The Company continues to focus on controlling costs, while at the same time ensuring a solid infrastructure to support a growing customer base with a high level of support for its customers.

Provision for credit losses as a percentage of sales was 33.7% for the nine months ended January 31, 2025 as compared to 37.6% for the nine months ended January 31, 2024. Net charge-offs as a percentage of average finance receivables were 19.1% for the nine months ended January 31, 2025 and 20.0% for the prior year period. The decrease in the provision is largely attributable to improvements in the frequency of losses, partially offset by an increase in the severity of loss. The allowance for credit losses as a percentage of finance receivables, net of deferred revenue and pending accident protection plan claims, was 24.31% at January 31, 2025 compared to 25.74% at January 31, 2024.

Interest expense as a percentage of sales increased to 6.4% for the nine months ended January 31, 2025, compared to 5.6% for the prior year period. In dollar terms, interest expense increased $5.7 million due to increasing interest rates and an increase in the average borrowings of approximately $49.0 million during the nine months ended January 31, 2025. Approximately 43% of the increase in interest expense was related to the increase in rates over the same period of the prior fiscal year.

Financial Condition

The following table sets forth the major balance sheet accounts of the Company as of the dates specified (in thousands):

	January 31, 2025		April 30, 2024
	July 31, 2025		April 30, 2025
Assets:
Finance receivables, net	$	1,~~146~~183,~~212~~452	$	1,~~098~~180,~~591~~673
Inventory	~~143~~112,~~933~~451		~~107~~112,~~470~~229
Income tax receivable, net	-805		~~2,958~~-
Property and equipment, net	5855,~~052~~203		6056,~~361~~894
Liabilities:
Accounts payable and accrued liabilities	6880,~~268~~584		4970,~~207~~929
Deferred revenue	~~107~~112,~~501~~213		~~120~~113,~~781~~245
Income tax payable, net	~~526~~—		-1,451
Deferred tax liabilities, net	97,~~462~~754		177,~~808~~146
Notes payable, net	~~722~~610,~~245~~750		~~553~~572,~~629~~010
Revolving line of credit, net	73164,~~119~~394		~~200~~204,~~819~~769

Finance receivables, net, have increased 4.3% and 5.6% since April 30, 2024 and January 31, 2024, respectively, while revenues decreased 0.8% for the nine months ended January 31, 2025 compared to the same period in the prior fiscal year. The Company currently anticipates that the growth in finance receivables will generally be slightly higher than overall revenue growth on an annual basis due to overall term length increases in our installment sale contracts, partially offset by improvements in underwriting and collection procedures in an effort to reduce credit losses.37

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~~During~~Finance ~~the~~receivables, ~~first nine months of fiscal 2025~~net, ~~inventory~~have increased ~~by $36~~0.52% ~~million~~and ~~compared~~5.1% tosince ~~inventory~~April 30, at2025 ~~April~~and 30July 31, 2024, ~~due~~respectively, towhile ~~the~~revenues ~~most~~decreased ~~recent acquisition which added $10~~1.59% ~~million~~for to the ~~inventory~~three ~~balance,~~months asended ~~well~~July ~~as increased volumes across all dealerships~~31, as2025 ~~the~~compared ~~Company~~to ~~expanded~~ the ~~frontline~~same ~~much~~period ~~earlier than last year~~ in ~~preparation~~the ~~for~~prior ~~spring~~fiscal ~~selling and tax season~~year. ~~Annualized~~The ~~inventory~~Company ~~turns~~currently ~~decreased~~anticipates ~~for~~that the ~~current~~growth ~~year~~in ~~quarter~~finance atreceivables ~~5.4~~will ~~versus~~generally ~~the~~be ~~prior~~slightly ~~year’s~~higher ~~third~~than ~~quarter~~overall atrevenue ~~5.8.~~growth ~~The~~on ~~Company~~an ~~strives~~annual tobasis ~~improve~~due ~~the~~to ~~quality~~overall ofterm ~~the~~length ~~inventory~~increases ~~and~~in ~~maintain~~our ~~adequate~~installment ~~turns~~sale ~~while~~contracts, ~~maintaining~~partially ~~inventory~~offset ~~levels~~by toimprovements ~~ensure~~in anunderwriting ~~adequate~~and ~~supply~~collection ofprocedures ~~vehicles~~ in ~~volume~~an ~~and~~effort ~~mix, and~~ to ~~meet~~reduce ~~sales~~credit ~~demand~~losses.

~~Property~~During ~~and~~the ~~equipment,~~first ~~net~~three months of fiscal 2026, ~~decreased~~inventory increased by $20.32 million, ator ~~January~~0.2%, compared to April 3130, 2025. asAnnualized ~~compared~~inventory toturns ~~property~~decreased ~~and~~for ~~equipment,~~the ~~net,~~current atyear ~~April~~quarter ~~30,~~at ~~2024~~6.2 ~~The~~versus ~~Company~~the ~~incurred~~prior ~~$3.1~~year ~~million~~first inquarter ~~expenditures~~at ~~during~~6.7. ~~the~~The ~~first~~Company ~~nine~~strives ~~months~~to improve the quality of ~~fiscal~~the ~~2025~~inventory ~~primarily~~and ~~related~~maintain toadequate ~~remodeling~~turns ~~existing~~while ~~locations~~maintaining ininventory ~~order~~levels to ~~support~~ensure ~~growth.~~an ~~The~~adequate ~~Company~~supply ~~incurred~~of ~~$5.7~~vehicles ~~million~~ in ~~depreciation~~volume and ~~amortization~~mix, ~~expense~~and ~~during~~to ~~the~~meet ~~first~~sales ~~nine months of fiscal 2025~~demand.

~~Accounts~~Property ~~payable~~ and ~~accrued~~equipment, ~~liabilities~~net, ~~increased~~decreased by $~~19.~~1.7 million ~~during~~at ~~the~~July 31, ~~first~~2025 ~~nine~~as ~~months~~compared ofto ~~fiscal~~April 30, 2025. asThe ~~compared~~Company toincurred ~~accounts~~$0.5 ~~payable~~million ~~and~~in ~~accrued~~expenditures ~~liabilities~~during atthe ~~April~~three ~~30,~~months ~~2024~~ended July 31, 2025 primarily related to ~~the~~remodeling ~~increased~~existing ~~inventory~~locations. ~~and~~These ~~increased~~expenditures ~~sales~~were ~~levels~~offset by $2.1 million in depreciation expense during the ~~most~~first ~~recent~~three ~~quarter~~months ended July 31, 2025.

~~The~~Accounts ~~Company~~payable ~~had~~and ~~$526,000~~accrued ofliabilities ~~income~~increased ~~taxes~~by ~~payable,~~$9.7 ~~net,~~million at ~~January~~July 31, 2025 as compared to ~~$3.0 million of income taxes receivable, net at~~ April 30, ~~2024. The change from income taxes receivable at April 30~~2025, ~~2024~~related ~~to income taxes payable at January 31, 2025 was~~ primarily ~~due~~ to a timing of ~~the income tax~~ payments and~~/or~~ ~~refunds~~check clearings.

Deferred revenue decreased $131.30 million at ~~January~~July 31, 2025 as compared to April 30, ~~2024~~2025, primarily resulting from the ~~prior~~decrease ~~quarter's $13.2 million benefit~~ in ~~service~~units ~~contract revenue which was a result of the service contract accounting change in the Company’s estimate for the applicable revenue recognition period~~sold.

Deferred income tax liabilities, net, ~~decreased~~increased approximately $80.36 million at ~~January~~July 31, 2025 as compared to April 30, ~~2024~~2025, primarily ~~due~~because toof are-measurement ~~net~~of ~~operating~~previously ~~loss~~recorded ~~carryforward~~temporary ~~for the related finance company for the nine months ended January 31, 2025~~differences.

The Company had $~~722~~610.28 million and $~~553~~572.60 million of notes payable outstanding related to asset-backed term funding transactions as of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, respectively. These non-recourse notes issued by the Company accrue interest at fixed rates with a weighted average rate of 87.286% as of ~~January~~July 31, 2025. ~~The~~During ~~Company~~fiscal ~~completed~~year ~~its~~2025, ~~two~~the ~~most~~Company ~~recent~~completed two issuances of asset-backed term funding ~~on January 31~~, ~~2025~~followed ~~and~~by ~~October~~an 9,additional ~~2024~~issuance ~~and~~in ~~used~~ the ~~proceeds~~first quarter of ~~the~~fiscal ~~issuances~~year ~~to pay down existing debt~~2026. ~~Prior~~The tonet ~~the~~proceeds ~~repayment~~from ofthese ~~the~~issuances ~~Company's~~were ~~warehouse~~used ~~loan~~to ~~facility~~repay inoutstanding ~~October~~borrowings ~~2024,~~under the ~~funds~~Company’s ~~borrowed~~revolving ~~under~~credit ~~that~~ facility. ~~accrued~~See ~~interest~~Note atF ~~a rate equal~~ to the ~~term~~Consolidated ~~SOFR~~Financial ~~plus~~Statements ~~350 basis points. See Note F~~ for further details on the non-recourse notes payable~~, warehouse loan facility and the revolving line of credit~~.

OnBorrowings ~~September~~on ~~20, 2024,~~ the Company’s ~~completed~~revolving ancredit ~~underwritten~~facilities ~~public~~fluctuate ~~offering~~based ofupon ~~1,700,000~~a ~~shares~~number of ~~common~~factors ~~stock~~including at(i) anet ~~price~~income, ~~per~~(ii) ~~share~~finance ofreceivables ~~$43.00.~~changes, ~~The~~(iii) ~~net~~funds ~~proceeds~~available offrom ~~the~~asset-backed ~~public~~securitization ~~offering~~offerings, ~~were~~warehouse ~~approximately~~facilities ~~$68.2~~and/or ~~million~~other ~~after~~capital ~~deducting~~financing ~~the~~sources, ~~underwriting~~(iv) ~~discount~~income taxes, and ~~offering~~(v) ~~costs~~capital ~~of approximately $4~~expenditures.9 ~~million.~~Historically, ~~Under~~income ~~the~~from ~~terms~~operations, ofas ~~the~~well ~~Underwriting~~as ~~Agreement~~borrowings ~~entered~~on ~~into~~the inrevolving ~~connection~~credit ~~with~~facilities ~~the~~and ~~offering,~~securitized ~~on October 22~~debt, ~~2024,~~have funded the Company’s ~~completed~~finance ~~the~~receivables ~~sale~~growth, ofcapital anasset ~~additional~~purchases ~~138~~and,~~272~~ ~~shares~~where ofapplicable, common stock ~~at a price of $43~~repurchases.00 ~~per~~During ~~share, in connection with a partial exercise by~~ the ~~underwriter~~three ofmonths anended ~~option~~July ~~(the~~31, ~~“Over-Allotment Option”) granted in the Underwriting Agreement for the underwriters to purchase up to 255~~2025,~~000~~ ~~additional shares at~~ the ~~public offering price to cover over-allotments. The net proceeds to the~~ Company offunded ~~the~~finance ~~underwriter’s~~receivables ~~partial~~growth ~~exercise~~ of ~~the~~$2.8 ~~Over-Allotment~~million, ~~Option~~increased ~~were~~inventory ~~approximately~~by $50.62 million, ~~after deducting the underwriting discount~~ and ~~offering~~acquired ~~costs~~fixed assets of ~~approximately~~ $~~346,000~~0.5 ~~The~~million, ~~Company~~with ~~used the net proceeds from this offering to pay down~~ a ~~portion~~$1.6 ofmillion ~~the~~decrease ~~Company’s~~in ~~revolving~~total ~~line of credit~~debt.

Borrowings on the Company’s revolving credit facilities fluctuate based upon a number of factors including (i) net income, (ii) finance receivables changes, (iii) funds available from asset-backed securitization offerings, warehouse facilities and/or other capital financing sources, (iv) income taxes, and (v) capital expenditures. Historically, income from operations, as well as borrowings on the revolving credit facilities and securitized debt, have funded the Company’s finance receivables growth and capital asset purchases and, as applicable, common stock repurchases. The overall increase in total borrowings during the first nine months of fiscal 2025 was made to support an increase in finance receivables, with longer terms, and a growing customer base. During the first nine months of fiscal 2025, the Company funded finance receivables growth of $50.6 million, increased inventory by $36.5 million, and invested in an acquisition and fixed assets of $10.6 million, with income from operations, increased total debt of $40.9 million, and increased total cash by $31.9 million from April 30, 2024. The proceeds from the Company’s common stock offering during the second quarter substantially offset the increase in total debt for the first nine months of 2025.38

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Liquidity and Capital Resources

The following table sets forth certain summarized historical information with respect to the Company’s Condensed Consolidated Statements of Cash Flows (in thousands):

	Nine Months EndedJanuary 31,
	Three Months Ended July 31,
	2025		2024
Operating activities:
Operating Activities:
Net income (loss)	$	7,297	$	(31,819)
Net loss	$	(5,736)	$	(964)
Provision for credit losses	~~281~~103,~~597~~036		~~321~~95,~~300~~423
Losses on claims for accident protection plan	258,~~013~~595		249,~~480~~321
Depreciation and amortization	52,~~700~~139		51,~~101~~884
Stock based compensation	3,785		2,882
Amortization of debt issuance costs	1,269		1,265
Finance receivable originations	(779,013)		(794,477)
Stock based compensation	1,157		1,324
Finance receivable collections	338,736		324,703
Finance receivable originations	(262,746)		(271,756)
Inventory	53,330		103,451
Finance receivable collections	118,720		112,358
Accounts payable and accrued liabilities	16,065		(5,824)
Accrued interest on finance receivables	(713)		(600)
Deferred accident protection plan revenue	(1,462)		(1,926)
Inventory	28,618		25,603
Deferred service contract revenue	(11,818)		(130)
Accounts payable and accrued liabilities	3,205		11,466
Income taxes, net	3,484		8,232
Deferred accident protection plan revenue	(578)		205
Deferred income taxes	(8,346)		(18,967)
Deferred service contract revenue	(455)		707
Accrued interest on finance receivables	(149)		(1,255)
Income taxes, net	(2,255)		2,021
Other	(2,201)		1,077
Deferred income taxes	608		(943)
Total	(67,982)		(63,172)
Other	(782)		(2,286)
Total	(5,918)		(14,972)
Investing activities:
Acquisition	(7,527)		(4,815)
Purchase of investments	—		(7,527)
Purchase of property and equipment	(~~3,089~~459)		(~~4,864~~986)
Other	2420		~~350~~-
Total	(~~10,592~~439)		(98,~~329~~513)
Financing activities:
Revolving credit facilities, net	$(39,696)	~~(126,752)~~	$(15,798)	~~(112,522)~~
Notes payable, net	~~170~~38,~~563~~501		~~215~~43,~~890~~813
Change in cash overdrafts	586,162		~~2,183~~989
Debt issuance costs	(61,~~963~~708)		(51,~~892~~387)
Purchase of common stock	(~~432~~71)		(~~336~~24)
Dividend payments	(3010)		(3010)
Exercise of stock options and issuance of common stock	~~74,041~~69		~~(237)~~76
Total	~~110~~3,~~485~~247		9927,~~056~~659
Increase in cash	$	31,911	$	26,555
(Decrease) increase in cash	$	(3,110)	$	4,174

The primary drivers of operating profits and cash flows include (i) top line sales, (ii) interest income on finance receivables, (iii) gross margin percentages on vehicle sales, and (iv) credit losses, a significant portion of which relates to the collection of principal on finance receivables. Historically, most or all of the cash generated from operations has been used to fund finance receivables growth, capital expenditures, and as applicable, common stock repurchases. To the extent ~~finance receivables growth, capital expenditures and common stock repurchases have exceeded income from operations, the Company has~~

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finance receivables growth, capital expenditures and common stock repurchases have exceeded income from operations, the Company has increased borrowings under ~~our~~its revolving credit facilities and secured additional funding through the issuance of asset-backed non-recourse notes.

Cash flows used in operating activities for the ~~nine~~three months ended ~~January~~July 31, 2025 compared to the ~~same~~three ~~period~~months inended ~~the~~July ~~prior~~31, ~~fiscal~~2024 ~~year~~decreased ~~increased~~ primarily as a result of (i) a decrease in ~~inventory~~net ~~acquired~~income, inpartially ~~repossessions~~offset ~~activity~~by, ~~and~~(ii) an increase in ~~inventory~~finance ~~purchasing,~~receivable ~~partially~~collections ~~offset~~and by(iii) a decrease in finance ~~receivables originations and an increase in finance~~ receivable ~~collections~~originations. Finance receivables, net, increased by $472.68 million from April 30, ~~2024~~2025 to ~~January~~July 31, 2025.

The purchase price the Company pays for a vehicle has a significant effect on liquidity and capital resources., ~~Because~~as ~~the Company bases its~~ selling ~~price~~prices onare ~~the~~directly ~~purchase~~tied ~~cost~~to ~~for~~acquisition ~~the~~costs. ~~vehicle,~~Higher ~~increases in~~ purchase costs ~~result~~generally inrequire higher selling prices., Aswhich ~~the~~can ~~selling~~make ~~price increases,~~ it ~~generally becomes~~ more difficult to ~~keep~~maintain ~~the~~ gross margin ~~percentage~~percentages and contract ~~term~~terms in line with historical results, ~~because~~given ~~the Company~~customers’s ~~customers have~~ limited incomes and ~~their~~the ~~vehicle~~need ~~payments~~to ~~must~~keep ~~remain~~payments affordable ~~within their individual budgets~~. Several external factors ~~can~~influence ~~negatively~~vehicle ~~affect~~acquisition ~~the purchase cost of vehicles~~costs. ~~Decreases~~Reduced involumes ~~the overall volume~~ of new ~~vehicle~~car sales, particularly domestic brands, ~~lead~~constrain ~~to decreased~~ supply in the used ~~vehicle~~car market~~. Also~~, ~~constrictions~~while inbroader ~~consumer~~economic ~~credit,~~downturns asmay ~~well~~also asaffect ~~general~~auction ~~economic~~and ~~conditions,~~wholesaler ~~can~~activity. ~~increase~~Recently ~~overall~~imposed ~~demand~~tariffs ~~for~~on the ~~types~~automotive ofindustry ~~vehicles~~have ~~the~~added ~~Company~~approximately ~~purchases~~$500 ~~for~~per ~~resale~~vehicle asto ~~used~~procurement ~~vehicles~~costs ~~become~~since ~~more~~the ~~attractive~~beginning ~~than~~of ~~new~~the ~~vehicles~~year. inAlthough ~~times~~procurement ofcosts ~~economic~~have ~~instability.~~stabilized Ain ~~negative~~the ~~shift~~near interm, ~~used~~future ~~vehicle~~tariffs, ~~supply~~trade restrictions, ~~combined~~or ~~with~~declines ~~strong~~in ~~demand~~new ~~for~~car ~~used~~sales ~~vehicles,~~could ~~results~~create inuncertainty, ~~increased~~which ~~used~~may ~~vehicle~~exacerbate ~~prices~~challenges ~~and~~related ~~thus~~to ~~higher~~sourcing ~~purchase~~inventory ~~costs~~or ~~for~~increase the ~~Company~~cost of vehicles.

Sustained macro-economic pressures affecting our customers have helped keep demand high in recent years for the types of vehicles we purchase. This strong demand for used vehicles, coupled with modest levels of new vehicle sales in recent years, have led to a generally ongoing tight supply of used vehicles available to the Company in both quality and quantity. Wholesale prices continued to soften in calendar year 2024 and into 2025 but ~~remain~~began ~~high~~to ~~compared~~increase tolate ~~the~~in ~~last~~fiscal ~~several~~year ~~years~~2025. The Company expects that the tight ~~used~~supply ~~vehicle~~of ~~supply~~used ~~and~~vehicles, strong demand for the types of vehicles we purchase, and market reactions to ongoing tariff uncertainty will continue to keep purchase costs and resulting sales prices elevated ~~for~~in the short- term. ~~but~~However, ~~anticipates that~~ an increase in marketplace wages for our customers could enhance affordability.

The Company has ~~devoted~~made ~~significant~~substantial efforts to ~~improving~~enhance its purchasing processes in order to ~~ensure~~secure an adequate supply of vehicles at ~~appropriate~~competitive prices. ~~which~~This includes ~~the~~a ~~new~~strategic partnership with an industry leader, ~~expanding~~the expansion of its purchasing territories tointo larger cities innear ~~close proximity to~~ its dealerships, and ~~forming~~the establishment of relationships with reconditioning partners to reduce ~~purchasing~~procurement costs. ~~The~~Additionally, the Company has ~~also~~heightened ~~increased the level of~~ accountability for its purchasing agents ~~including~~through updates to sourcing and pricing guidelines. ~~The~~Ongoing ~~Company~~efforts ~~continues~~also toinclude ~~build~~the cultivation of relationships with national vendors ~~that~~capable ~~can~~of ~~supply~~supplying a large ~~quantity~~volumes of high-quality vehicles.

The Company’s liquidity is also ~~impacted~~influenced by ~~our~~its credit losses. Macro-economic factors, such as unemployment ~~levels~~rates and general inflation onaffecting both core and discretionary items, can significantly ~~affect~~impact ~~our~~ collection results and, ~~ultimately~~consequently, credit losses. ~~Currently~~At present, as ~~our~~ customers ~~look~~face ~~to cover~~ rising costs offor non-discretionary items, ~~such~~like as childcare, insurance, groceries, and gasoline, ittheir ~~may~~ability ~~impact~~to ~~our~~meet ~~customers’~~vehicle ~~ability~~payment toobligations ~~make~~may ~~their~~be ~~vehicle payments~~strained. ~~The~~To ~~Company~~mitigate ~~has~~these ~~made~~risks, ~~improvements~~the toCompany ~~its~~has ~~business~~implemented ~~processes~~several ~~via~~process ~~the~~improvements, ~~implementation~~including of the ~~loan~~introduction ~~origination~~of ~~system~~LOS ~~during~~over the ~~last~~past two years, towhich ~~strengthen~~strengthens controls and ~~provide~~provides ~~stronger~~a more robust infrastructure to support ~~its~~ collections ~~efforts~~. ~~Management~~The ~~continues~~Company also launched an upgraded payments platform, which has begun facilitating a shift from in-store to ~~focus~~online payments and should support more consistent payment behavior. Management remains focused on ~~improved~~enhancing execution at the dealership level, ~~specifically~~particularly asin ~~related~~terms toof ~~working~~individualized ~~individually~~customer ~~with~~engagement ~~customers~~related ~~concerning~~to collection ~~issues~~matters.

The Company’s business model relies on leasing the majority of the properties where its dealerships are located. As of ~~January~~July 31, 2025, the Company leased approximately 87% of its dealership properties. The $86.1 million of operating lease commitments includes $28.5 million of non-cancelable lease commitments under the lease terms and $57.6 million of lease commitments for renewal periods at the Company’s option that are reasonably assured. The Company expects to continue to lease the majority of the properties where its dealerships are located.

The Company’s principal sources of liquidity include income from operations, proceeds from non-recourse notes payable issued under asset-back securitization transactions, warehouse facilities, borrowings under its revolving credit facilities, and other potential debt or equity financing sources. At ~~January~~July 31, 2025, the Company had approximately $89.57 million of cash on hand and approximately an additional $4520.08 million of availability under its revolving credit facilities (see Note F to the ~~Condensed~~ Consolidated Financial Statements). The revolving credit facility ~~had~~has a scheduled maturity date of ~~September~~March 3031, ~~2025~~2027, with total permitted borrowings of $~~320~~350.0 million at ~~January~~July 31, 2025. In July 2024, the Company entered into Amendment No. 7 to its revolving credit agreement to allow for, among other things, the entry into an amortizing warehouse agreement and to amend the fixed charge coverage ratio under the credit agreement. On September 16, 2024, the Company entered into Amendment No. 8 to its revolving credit agreement that, among other things, reduced the total permitted borrowings under the revolving line of credit by $20 million to $320 million. Amendment No. 8 required the Company to maintain a minimum amount available to be drawn under the credit facilities, based on eligible

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~~finance receivables and inventory, of $20 million, or $50 million, if the outstanding principal balance under the line of credit equaled or exceeded $300 million.~~ The ~~amendment also required the~~ Company tohad ~~use the net proceeds of any junior capital raise of~~ $~~50 million or more to pay down the then outstanding principal balance of the line of credit~~610. ~~The Company used the $73.~~8 million inof ~~aggregate~~asset-backed ~~net~~non-recourse ~~proceeds~~notes ~~from~~as ~~its underwritten public common stock offering completed during the second quarter~~ of ~~fiscal~~July 31, ~~year~~ 2025 towith ~~pay down~~ a ~~portion~~weighted ofaverage ~~the~~fixed ~~outstanding~~coupon ~~balance~~rate of ~~the line of credit~~7.86%. The ~~amendment~~notes ~~also~~payable ~~made~~have ~~certain~~scheduled ~~modifications~~maturities tothrough ~~the~~June ~~fixed~~20, ~~charge~~2028, ~~coverage~~June ~~ratio~~20, ~~covenant~~2030, ~~under~~January ~~the~~21, ~~credit~~2031, ~~agreement~~August ~~and~~20, ~~restricts~~2031, ~~the~~November ~~Company~~20, ~~from~~2031 ~~making~~and ~~future~~February ~~repurchases~~20, ~~of its common stock~~2032, ~~along~~but ~~with~~may ~~the~~be ~~agreement’s~~repaid ~~existing restrictions on other distributions to the Company’s shareholders. Thus~~earlier, ~~the~~depending ~~Company~~upon iscollections ~~limited~~from ~~in its ability to pay dividends or make other distributions to its shareholders without~~ the ~~consent~~underlying ofauto ~~the~~finance ~~Company’s lenders~~receivables.

OnIn ~~February~~July 282024, ~~2025,~~ the Company also entered into ~~Amendment~~a No$150.0 9million toamortizing ~~its~~warehouse ~~revolving credit~~ agreement ~~that,~~backed ~~among other things, extends the maturity date of the credit facility to March 31, 2027 and increases the total permitted borrowings~~ by ~~$30 million to $350 million. Under the amendment, the Company will be required to maintain~~ a ~~minimum~~portion ~~amount~~of ~~available~~its ~~to be drawn under the credit facilities, based on eligible~~ finance receivables ~~and inventory~~, ofwhich ~~$20~~was ~~million~~amended ~~when~~in ~~the~~September ~~outstanding~~2024 ~~principal~~and ~~balance~~subsequently ~~under~~repaid ~~the~~with ~~line~~proceeds offrom ~~credit~~the isCompany’s ~~less~~October ~~than~~2024 orasset-backed ~~equal to $325 million~~securitization. IfNo ~~the~~debt was outstanding ~~principal balance~~ under the ~~line~~warehouse ofloan ~~credit~~facility isas ~~greater than $325 million, the Company will be required to maintain a minimum availability~~ of ~~$50 million. The amendment makes further adjustments to the required fixed charge coverage ratio, including incremental increases in the required ratio through~~ July 31, ~~2026~~2025. ~~The amendment also decreases the Company’s permissible capital expenditure limit from $35.0 million to $25.0 million in the aggregate during any fiscal year.~~

InThe ~~July 2024, the~~ Company ~~entered~~expects ~~into~~to ause ~~$150~~cash ~~million~~from ~~amortizing~~operations ~~warehouse~~and ~~agreement~~other ~~backed~~financing bysources ato ~~portion~~(i) ofpay ~~its~~down ~~finance~~the ~~receivables.~~outstanding ~~The~~principal ~~warehouse~~balance ~~facility~~of ~~accrued~~the ~~interest~~revolving atline ~~a rate~~ of ~~SOFR~~credit ~~plus~~as ~~350~~funds ~~basis~~are ~~points~~available, ~~with~~(ii) ~~payments~~grow ofits ~~principal~~finance ~~and~~receivables ~~interest~~portfolio, ~~due~~(iii) ~~monthly~~purchase ~~and~~fixed aassets ~~scheduled maturity date~~ of ~~July~~approximately ~~12,~~$9 ~~2026.~~million ~~The~~in ~~Company~~the ~~primarily~~next ~~used~~12 ~~the~~months ~~funds~~as ~~from~~we ~~the~~complete ~~warehouse~~ facility toupdates ~~pay~~and ~~down~~general ~~the~~fixed ~~current~~asset ~~revolving loan balance. On September 16~~requirements, ~~2024,~~(iv) ~~the~~fund ~~Company~~dealership ~~entered~~acquisitions ~~into~~as anopportunities ~~amendment~~arise toon ~~the~~terms ~~warehouse~~acceptable ~~agreement that amended the fixed charge coverage ratio covenant consistent with Amendment No. 8~~ to the ~~revolving~~Company, ~~credit agreement~~ and ~~modified~~(v) ~~certain~~reduce ~~other financial covenants under~~ the ~~warehouse agreement. In October 2024, the~~ Company’s ~~used~~remaining ~~the~~debt ~~proceeds from its October 2024 asset-back term securitization funding~~ to ~~pay down~~ the ~~outstanding~~extent ~~balance~~excess ~~under~~cash ~~the~~is ~~warehouse loan facility~~available. ~~No debt was outstanding under the warehouse loan facility as of January 31, 2025.~~

The Company ~~expects~~believes toit ~~use~~will ~~cash~~have ~~from~~adequate ~~operations~~liquidity ~~and~~to ~~other~~continue ~~financing sources~~ to ~~(i) periodically pay down the outstanding principal balance of the revolving line of credit, (ii)~~ grow its ~~finance~~revenues ~~receivables~~and ~~portfolio,~~to ~~(iii)~~satisfy ~~purchase~~its ~~fixed~~capital ~~assets~~needs offor ~~approximately $9 million in~~ the ~~next~~foreseeable 12future ~~months~~through asexpected wefinancing ~~complete~~sources ~~facility~~such ~~updates and general fixed asset requirements, (iv) fund dealership acquisitions~~ as ~~opportunities~~additional ~~arise~~securitized ~~on terms acceptable to the Company~~borrowings, ~~and~~warehouse ~~(v)~~loan ~~reduce~~facilities ~~the~~or ~~Company’s~~other ~~remaining~~ debt toor ~~the~~equity ~~extent~~financing ~~excess cash is available~~arrangements.

The Company believes it will have adequate liquidity to continue to grow its revenues and to satisfy its capital needs for at least one year from the financial statement issuance date through expected financing sources such as additional securitized borrowings or public registered offerings.

Off-Balance Sheet Arrangements

The Company has ~~two~~three standby letters of credit relating to insurance policies totaling $4.47 million at ~~January~~July 31, 2025.

Other than its letters of credit, the Company is not a party to any off-balance sheet arrangement that management believes is reasonably likely to have a current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Related Finance Company Contingency

Car-Mart of Arkansas and Colonial do not meet the affiliation standard for filing consolidated income tax returns, and as such they file separate federal and state income tax returns. Car-Mart of Arkansas routinely sells its finance receivables to Colonial at what the Company believes to be fair market value and is able to take a tax deduction at the time of sale for the difference between the tax basis of the receivables sold and the sales price. These types of transactions, based upon facts and circumstances, have been permissible under the provisions of the Internal Revenue Code as described in the Treasury Regulations. For financial accounting purposes, these transactions are eliminated in consolidation and a deferred income tax liability has been recorded for this timing difference. The sale of finance receivables from Car-Mart of Arkansas to Colonial provides certain legal protection for the Company’s finance receivables and, principally because of certain state apportionment characteristics of Colonial, also has the effect of reducing the Company’s overall effective state income tax rate. The actual interpretation of the Regulations is in part a facts and circumstances matter. The Company believes it satisfies the material provisions of the Regulations. Failure to satisfy those provisions could result in the loss of a tax deduction at the time the receivables are sold and have the effect of increasing the Company’s overall effective income tax rate as well as the timing of required tax payments.

38The Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accrued penalties or interest as of July 31, 2025.

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apportionment characteristics of Colonial, also has the effect of reducing the Company’s overall effective state income tax rate by approximately 250 basis points. The actual interpretation of the Regulations is in part a facts and circumstances matter. The Company believes it satisfies the material provisions of the Regulations. Failure to satisfy those provisions could result in the loss of a tax deduction at the time the receivables are sold and have the effect of increasing the Company’s overall effective income tax rate as well as the timing of required tax payments.

Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires the Company to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the Company’s estimates. The Company believes the most significant estimate made in the preparation of the ~~accompanying Condensed~~ Consolidated Financial Statements in Item 8 relates to the determination of its allowance for credit losses, which is discussed below. The Company’s accounting policies are discussed in Note B to the ~~Condensed~~ Consolidated Financial Statements in Item 1.

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The Company maintains an allowance for credit losses on an aggregate basis at a level it considers sufficient to cover estimated losses expected to be incurred on the portfolio at the measurement date in the collection of its finance receivables currently outstanding. At July 31, 2025, the weighted average contract term was 48.3 months with 35.7 months remaining. At July 31, 2024, the weighted average total contract term was 48.1 months with 36.1 months remaining. The allowance for credit losses at July 31, 2025, $326.1 million, was 23.35% of the principal balance in finance receivables of $1.5 billion, less unearned accident protection plan revenue of $50.9 million, unearned service contract revenue of $61.3 million, and pending APP claims of $7.0 million. The Company decreased the allowance for credit losses as a percentage of finance receivables from 25.00% at July 31, 2024 to 23.35% at July 31, 2025 and increased it slightly from 23.25% at April 30, 2025.

The allowance for credit losses represents the Company’s expectation of future net charge-offs at the measurement date. The allowance takes into account quantitative and qualitative factors such as historical credit loss experience, with consideration given to changes in contract characteristics (i.e., customer interest rates, credit deterioration and delinquency rates), current and forecasted inflationary economic conditions, amongst others. The allowance for credit losses is reviewed at least quarterly by management with any changes reflected in current operations.

The allowance for credit losses is a critical accounting estimate for the following reasons:

•estimates relating to the allowance for credit losses require management to project future loan performance, including cash flows, prepayments, and charge-offs;

•the allowance for credit losses is influenced by factors outside of management’s control such as industry and business trends, geopolitical events and the effects of laws and regulations as well as economic conditions including, but not limited to, inflation; and

•judgment is required to ~~determine~~evaluate whether the model used to generate the allowance for credit losses, which is then adjusted for changes in customer interest rates, credit deterioration and delinquency rates, as well as the expected effects from current and forecasted inflation, produces ~~results~~an allowance that appropriately ~~reflect~~reflects a current estimate of lifetime expected credit losses.

Because management’s estimate of the allowance for credit losses involves a high degree of qualitative judgment, such as the subjectivity of the assumptions used, there is uncertainty inherent in such estimates. Changes in these estimates could significantly impact the allowance and provision for credit losses.

Recent Accounting Pronouncements

Occasionally, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard- setting bodies, which the Company will adopt as of the specified effective date. Unless otherwise discussed, the Company believes the implementation of recently issued standards which are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

In ~~March~~October ~~2022~~2023, the FASB issued ~~Accounting~~an ~~Standards~~accounting ~~Update~~pronouncement (“ASU”) ~~2022~~2023-~~02,~~06) ~~Financial~~related ~~Instruments~~to –disclosure ~~Credit~~or ~~Losses.~~presentation ~~The~~requirements ~~guidance~~for ~~changes~~various ~~the~~subtopics ~~methodology~~in ~~for~~the ~~measuring~~FASB’s ~~credit~~Accounting ~~losses~~Standards onCodification ~~financial~~(“Codification”). ~~instruments~~The ~~and~~amendments in the ~~timing~~update ofare ~~when~~intended ~~such~~to ~~losses~~align ~~are~~the ~~recorded.~~requirements ~~This~~in ~~guidance~~the ~~will~~Codification ~~affect~~with the ~~Company’s~~U.S. ~~vintage~~Securities ~~disclosures~~and ~~related~~Exchange toCommission’s ~~current-period~~(“SEC”) ~~gross~~regulations ~~write-offs~~and byfacilitate ~~year~~the application of ~~origination~~GAAP for ~~financing~~all ~~receivables~~entities. The ~~amendments~~effective indate ~~this~~for ~~update~~each ~~are~~amendment ~~effective~~is ~~for~~the ~~fiscal~~date ~~years~~on ~~beginning~~which ~~after~~the ~~December~~SEC ~~15,~~removal ~~2022.~~of ~~The~~the ~~Company~~related ~~adopted~~disclosure ~~this~~requirement ~~standard~~from onRegulation ~~May~~S-X 1,or ~~2023~~Regulation S-K becomes effective, ~~under~~or aif ~~prospective~~the ~~basis.~~SEC Inhas ~~regard~~not toremoved ~~installment~~the ~~sale~~requirements ~~contract~~by ~~modifications~~June 30, ~~management~~2027, ~~notes~~this ~~that~~amendment ~~the~~will ~~Company~~be ~~primarily~~removed ~~modifies~~from athe ~~customer’s~~Codification ~~installment~~and ~~sale~~will ~~contract~~not tobecome ~~allow~~effective for ~~insignificant~~any ~~payment delays~~entity. ~~This~~Early ~~type~~adoption ofis ~~modification~~prohibited. isWe ~~generally~~do ~~done~~not toexpect ~~account~~this ~~for~~update ~~payday~~to ~~changes~~have ~~for~~a ~~the~~material ~~customer~~impact ~~and~~on ~~minor~~our ~~vehicle~~consolidated ~~repairs~~financial statements.

39In December 2023, the FASB issued an accounting pronouncement (ASU 2023-09) related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We will adopt this pronouncement in our Annual Report on Form 10-K for the fiscal year ending April 30, 2026, and we do not expect it to have a material effect on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires public business entities to provide enhanced disclosures of certain natural expense categories within relevant income statement captions. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years

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In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which sets forth improvements to the current segment disclosure requirements in accordance with Topic 280 “Segment Reporting,” including clarifying that entities with a single reportable segment are subject to both new and existing segment reporting requirements. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15, ~~2023 and interim periods beginning after December 15, 2024~~2027. ~~Early~~The ~~adoption~~Company is ~~permitted.~~currently ~~Adoption~~evaluating the impact of this ~~ASU~~standard ~~will~~on ~~result~~its ~~in additional disclosure, but will not impact the Company’s consolidated~~ financial ~~position,~~statement ~~results of operations or cash flows~~disclosures.

Seasonality

Historically, the Company’s third fiscal quarter (November through January) has been the slowest period for vehicle sales. Conversely, the Company’s first and fourth fiscal quarters (May through July and February through April) have historically been the busiest times for vehicle sales. Therefore, the Company generally realizes a higher proportion of its revenue and operating profit during the first and fourth fiscal quarters. The Company expects this pattern to continue in future years.

If conditions arise that impair vehicle sales during the first or fourth fiscal quarters, the adverse effect on the Company’s revenues and operating results for the year could be disproportionately large.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk on its financial instruments from changes in interest rates. In particular, the Company has historically had exposure to changes in the federal primary credit rate and ~~has exposure to~~ changes in the prime interest rate of its lender. The Company does not use financial instruments for trading purposes but has in the past ~~entered~~utilized ~~into~~ an interest rate swap agreement to manage interest rate risk.

Interest rate risk. The Company’s exposure to changes in interest rates relates primarily to its debt obligations. The Company is exposed to changes in interest rates as a result of its revolving credit facilities, and the interest rates charged to the Company under its credit facilities fluctuate based on its primary lender’s base rate of interest. The Company had an outstanding balance on its revolving line of credit of $73168.16 million at ~~January~~July 31, 2025. The impact of a 1% increase in interest rates would result in increased annual interest expense of approximately $71.36 million and a corresponding decrease in net income before income tax.

The Company’s earnings are impacted by its net interest income, which is the difference between the income earned on interest-bearing assets and the interest paid on interest-bearing notes payable. The Company’s finance receivables carry a fixed annual interest rate based on the Company’s contract interest rate as of the origination date of the installment ~~sales~~sale contract, while its revolving credit facilities contain variable interest rates that fluctuate with market interest rates. ~~During the third quarter of fiscal 2024, the Company increased the interest rate by 0.25%.~~ The Company’s finance receivables carry annual interest rates ranging from 12.99% to 23.000%. The interest rate on the Company’s revolving credit facilities is generally SOFR plus 3.50%, or for non-SOFR amounts the base rate of 7.505% plus 1.0% at ~~January~~July 31, 2025.

Item 4. Controls and Procedures

a)Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the ~~effectiveness of the~~ Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of ~~January~~July 31, 2025. ~~Based~~As onpreviously ~~that~~disclosed ~~evaluation,~~in ~~the~~“Item ~~Company’s~~9A. ~~Chief~~Controls ~~Executive Officer~~ and ~~Chief~~Procedures” ~~Financial~~of ~~Officer have concluded that~~ the Company’s ~~disclosure~~Annual ~~controls~~Report ~~and~~on ~~procedures~~Form ~~were~~10-K ~~effective~~for asthe offiscal ~~January~~year ended April 3130, 2025., ~~The~~management ~~Company’s~~identified ~~disclosure~~a ~~controls~~material ~~and~~weakness ~~procedures~~in ~~are~~internal ~~designed~~control over financial reporting related to ~~ensure~~the ~~that~~omission ~~information~~of required todisclosures beconcerning ~~disclosed~~loan bymodifications ~~the~~for ~~Company~~borrowers inexperiencing ~~the~~financial ~~reports~~difficulty itunder ~~files~~ASC or310-10-50-42 through 50-44.

40Because of this material weakness, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of July 31, 2025. Notwithstanding the material weakness, management has concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the financial position, results of operations, and cash flows of the Company for the periods presented in conformity with accounting principles generally accepted in the United States of America.

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~~submits~~Remediation ~~under~~Efforts ~~the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated~~ to ~~management,~~Address ~~including~~Material ~~the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.~~Weakness

Management, with oversight from the Audit Committee of the Board of Directors, has initiated remediation efforts to address the material weakness related to omitted loan modification disclosures. These efforts include:

•Enhancing internal processes to ensure compliance with the disclosure requirements of ASC 310-10-50-42 through 50-44 related to loan modifications for borrowers experiencing financial difficulty, including the nature of modifications, their financial effects, and subsequent performance;

•Increasing the Company’s accounting and financial reporting resources by adding experienced personnel with technical expertise to improve oversight of the Company’s accounting and financial reporting processes, including the preparation and review of required disclosures; and

•Providing targeted training to accounting and financial reporting personnel to reinforce understanding of disclosure requirements and strengthen review procedures designed to ensure the completeness and accuracy of required financial statement disclosures.

These remediation measures are in process and, once fully implemented and tested, are expected to remediate the material weakness. Management will continue to monitor their effectiveness and make further adjustments as necessary.

b)Changes in Internal Control over Financial Reporting

~~There~~Except as described above, there were no changes in the Company’s internal control over financial reporting (as defined in ~~Rule~~Rules 13a-15(f) and 15d-15(f) under the Exchange Act) ~~that occurred~~ during the ~~three-month~~quarter ~~period~~ended ~~ending January~~July 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than the ongoing remediation efforts described above.

41Inherent Limitations on Effectiveness of Controls

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors or all instances of fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect resource constraints, and the benefits of controls must be considered relative to their costs. Because of these inherent limitations, no evaluation of controls can provide absolute assurance that all control deficiencies and instances of fraud, if any, have been prevented or detected.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, the Company has become a defendant in various types of legal proceedings. While the outcome of these proceedings cannot be predicted with certainty, the Company does not expect the final outcome of any of these proceedings, individually or in the aggregate, to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Item 1A. Risk Factors

~~The~~There risk factor captioned, “The coming maturity of the Company’s revolving line of credit in September 2025 could adversely affect our business,” disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2024, is no longer applicable as a result of the amendment to the Company’s revolving credit agreement entered into on February 28, 2025, which extended the maturity date of the revolving line of credit to March 31, 2027. Except for the foregoing, there have been no material changes to the Company’s risk factors as previously disclosed in Item 1A ofto Part I of the Company’s ~~Annual Report on~~ Form 10-K for the fiscal year ended April 30, ~~2024~~2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company is authorized to repurchase shares of its common stock under its common stock repurchase program. On December 14, 2020, the Board of Directors authorized the repurchase of up to an additional one million shares along with the balance remaining under its previous authorization approved and announced on November 16, 2017. No shares were repurchased under the Company’s stock repurchase program during the ~~third~~first quarter of fiscal year ~~2025~~2026.

The Company has not historically issued any dividends and does not expect to do so in the foreseeable future. Payment of cash dividends in the future will be determined by the Company’s Board of Directors and will depend upon, among other things, the Company’s future earnings, operations, capital requirements and surplus, general financial condition, contractual restrictions that may exist, and such other factors as the Board of Directors may deem relevant.

The Company is also currently ~~restricted~~limited ~~from~~in ~~paying~~its ability to pay dividends or ~~making~~make other distributions to its shareholders, including repurchasing shares of its common stock, without the consent of its lender under the Company’s revolving credit agreement. Please see “Liquidity and Capital Resources” under Item 2 of Part I for more information regarding this limitation.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

During the three months ended ~~January~~ July 31, 2025, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

ExhibitNumber		Description of Exhibit
Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation of the Company, as amended. (Incorporated by reference to Exhibits 4.1-4.8 to the Company's Registration Statement on Form S-8 filed with the SEC on November 16, 2005 (File No. 333-129727)).	Articles of Incorporation of the Company, as amended. (Incorporated by reference to Exhibits 4.1-4.8 to the Company's Registration Statement on Form S-8 filed with the SEC on November 16, 2005 (File No. 333-129727)).
3.2	Amended and Restated Bylaws of the Company dated December 4, 2007. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2007 filed with the SEC on December 7, 2007).	Amended and Restated Bylaws of the Company dated December 4, 2007. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2007 filed with the SEC on December 7, 2007).
3.3	Amendment No. 1 to the Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed with the SEC on February 19, 2014).	~~Amendment No. 1 to the Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed with the SEC on February 19, 2014).~~
4.1	Indenture, dated May 29, 2025, by and between ACM Auto Trust 2025-2 and Deutsche Bank National Trust Company, as Indenture Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2025).	Indenture, dated January 31, 2025, by and between ACM Auto Trust 2025-1 and Deutsche Bank National Trust Company, as Indenture Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2025).
10.1	Offer Letter, dated as of May 6, 2025, between America’s Car-Mart, Inc., an Arkansas corporation, and Jonathan Collins (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2025).	Purchase Agreement, dated January 31, 2025, by and between Colonial Auto Finance, Inc. and ACM Funding, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2025).
10.2	Purchase Agreement, dated May 29, 2025, by and between Colonial Auto Finance, Inc. and ACM Funding, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2025).	Sale and Servicing Agreement, dated January 31, 2025, by and among ACM Auto Trust 2025-1, ACM Funding, LLC, America’s Car Mart, Inc., and Deutsche Bank National Trust Company, as Indenture Trustee, Calculation Agent, and Paying Agent, and Systems & Services Technologies, Inc. as Backup Servicer (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2025).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
10.3	Sale and Servicing Agreement, dated May 29, 2025, by and between ACM Auto Trust 2025-2, ACM Funding, LLC, America’s Car Mart, Inc., Deutsche National Trust Company, as Indenture Trustee, Calculation Agent and Paying Agent, and Systems & Services Technologies, Inc. as Backup Servicer (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2025).
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
101.INS		Inline XBRL Instance Document
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.INS	Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)

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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 thereunto duly authorized.

			America’s Car-Mart, Inc.
			By: /s/ Douglas Campbell
			Douglas Campbell
			President and Chief Executive Officer
			(Principal Executive Officer)
			By: /s/ Vickie D. Judy
			Vickie D. Judy
			Chief Financial Officer
			(Principal Financial Officer)
Dated: March 10, 2025


			America’s Car-Mart, Inc.


			By:			/s/ Douglas W. Campbell
						Douglas W. Campbell
						President and Chief Executive Officer
						(Principal Executive Officer)


			By:			/s/ Jonathan M. Collins
						Jonathan M. Collins
						Chief Financial Officer
						(Principal Financial Officer)

44Dated: September 9, 2025

Filing Compare · AMERICAS CARMART INC