What the changes say
- Liquidity constraints and covenant problems create substantial doubt about continued operations and threaten shareholder value.
What changed since the prior 10-K
New
- NewRisks Related to the Company ’ s Operations
There is substantial doubt about the Company’s ability to continue as a going concern, and holders of the Company’s common stock could experience a significant or complete loss of their investment
Constrained liquidity and expected covenant failures create substantial doubt about continued operations, with lenders’ limited relief and strategic plans potentially unsuccessful.
- NewRisks Related to the Company ’ s Operations
To preserve liquidity, the Company has curtailed its purchases of vehicle inventory, which has reduced and is expected to continue to reduce the Company's vehicle sales, finance receivable originations, and revenues
Liquidity constraints and no revolving or warehouse facility have sharply reduced vehicle purchases, inventory selection, sales, finance receivable originations, and revenues.
- NewRisks Related to the Company ’ s Operations
The Company’s review of strategic and financing alternatives, negotiations with its lenders, and related matters have diverted, and are expected to continue to divert, management’s attention from the Company’s ordinary-course business operations
Strategic reviews, lender negotiations, compliance work, and related professional fees are diverting management from operations and may harm sales, collections, and relationships.
- NewRisks Related to the Company ’ s Operations
Directors. Based on the measures implemented and the results of management's testing of the design and operating effectiveness of the related controls, management concluded that the material weakness was remediated as of April 30, 2026
Although the material weakness was remediated, future control failures could impair financial reporting, timely filings, compliance, and investor confidence.
- NewRisks Related to the Company ’ s Operations
The recent closure of a significant number of the Company’s dealerships and any future dealership closures could disrupt collections on its finance receivables, particularly because many of the Company’s customers make payments in person
Closing 60 dealerships may disrupt in-person customer payments, increasing delinquencies, defaults, repossessions, charge-offs, credit losses, and reduced finance-receivable collections.
- NewRisks Related to the Company ’ s Business, Industry, and Markets
Increases in fuel prices, including those resulting from the ongoing conflict involving the United States, Israel and Iran, could reduce the disposable income of the Company’s non-prime customers and decrease demand for the vehicles the Company sells, which could have a material adverse effect on the Company
Conflict involving the United States, Israel, and Iran has increased fuel prices, potentially reducing non-prime customers’ disposable income and vehicle demand.
- NewRisks Related to the Company ’ s Common Stock
The Company needs to raise additional capital, and raising capital through the issuance of equity or equity-linked securities could substantially dilute existing stockholders and adversely affect the market price of the Company’s common stock
The Company may need capital for operations, debt, receivable originations, liquidity, or closures, but financing may be unavailable or highly dilutive.
- NewRisks Related to the Company ’ s Common Stock
If the Company is unable to comply with the continued listing requirements of the Nasdaq Stock Market, its common stock could be delisted
CRMT could be delisted from Nasdaq for falling below the $1.00 bid-price requirement or failing financial, public-float, or governance standards.
Reworded
- 67% rewrittenRisks Related to the Company ’ s Operations
The Company may be unable to keep pace with technological advances and changes in consumer behavior, which could adversely affect its business, financial condition and results of operations
No substantive change is shown; the risk still concerns technology upgrades, online traffic, changing customer preferences, and competition.
- 55% rewrittenRisks Related to the Company ’ s Business, Industry, and Markets
The Company ’ s business is subject to seasonal fluctuations
The risk now adds that capital constraints and limited inventory purchases materially weakened fourth-quarter fiscal 2026 sales and full-year revenue.
- 35% rewrittenRisks Related to the Company ’ s Business, Industry, and Markets
Recent and future disruptions in domestic and global economic and market conditions could have adverse consequences for the used automotive retail industry in the future and may have greater consequences for the non-prime segment of the industry
The wording shifts from conditions that could reduce demand to conditions that can reduce demand; the underlying economic risks remain substantially unchanged.
All 24 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Company ’ s Operations
- 01There is substantial doubt about the Company’s ability to continue as a going concern, and holders of the Company’s common stock could experience a significant or complete loss of their investmentNew
- 02To preserve liquidity, the Company has curtailed its purchases of vehicle inventory, which has reduced and is expected to continue to reduce the Company's vehicle sales, finance receivable originations, and revenuesNew
- 03The Company’s review of strategic and financing alternatives, negotiations with its lenders, and related matters have diverted, and are expected to continue to divert, management’s attention from the Company’s ordinary-course business operationsNew
- 04Directors. Based on the measures implemented and the results of management's testing of the design and operating effectiveness of the related controls, management concluded that the material weakness was remediated as of April 30, 2026New
- 05The recent closure of a significant number of the Company’s dealerships and any future dealership closures could disrupt collections on its finance receivables, particularly because many of the Company’s customers make payments in personNew
- 06The Company may have a higher risk of delinquency and default than traditional lenders because it finances its sales of used vehicles to credit-impaired borrowers
- 07The Company ’ s allowance for credit losses may not be sufficient to cover actual credit losses, which could adversely affect its financial condition and operating results
- 08The Company ’ s success depends upon the continued contributions of its management teams and the ability to attract and retain qualified employees
- 09The Company ’ s business is dependent upon the efficient operation of its information systems
- 10Security breaches, cyber-attacks or fraudulent activity could result in damage to the Company’s operations or lead to reputational damage
- 11The Company may be unable to keep pace with technological advances and changes in consumer behavior, which could adversely affect its business, financial condition and results of operations67% rewritten
- 12The impact of climate-change related events, including efforts to reduce or mitigate the effects of climate change and inclement weather can adversely impact the Company ’ s operating results
Risks Related to the Company ’ s Business, Industry, and Markets
- 13Recent and future disruptions in domestic and global economic and market conditions could have adverse consequences for the used automotive retail industry in the future and may have greater consequences for the non-prime segment of the industry35% rewritten
- 14Increases in fuel prices, including those resulting from the ongoing conflict involving the United States, Israel and Iran, could reduce the disposable income of the Company’s non-prime customers and decrease demand for the vehicles the Company sells, which could have a material adverse effect on the CompanyNew
- 15A reduction in the availability or access to sources of inventory could adversely affect the Company ’ s business by increasing the costs of vehicles purchased
- 16The used automotive retail industry is fragmented and highly competitive, which could result in increased costs to the Company for vehicles and adverse price competition. Increased competition on the financing side of the business could result in increased credit losses
- 17The used automotive retail industry operates in a highly regulated environment with significant attendant compliance costs and penalties for non-compliance
- 18The Company ’ s business is geographically concentrated; therefore, the Company ’ s results of operations may be adversely affected by unfavorable conditions in its local markets
- 19The Company ’ s business is subject to seasonal fluctuations55% rewritten
- 20The effects of any future public health crisis could have a significant impact on our business, sales, results of operations and financial condition
Risks Related to the Company ’ s Common Stock
- 21The Company ’ s stock trading volume may result in greater volatility in the market price of the Company ’ s common stock and may not provide adequate liquidity for investors
- 22The Company needs to raise additional capital, and raising capital through the issuance of equity or equity-linked securities could substantially dilute existing stockholders and adversely affect the market price of the Company’s common stockNew
- 23If the Company is unable to comply with the continued listing requirements of the Nasdaq Stock Market, its common stock could be delistedNew
- 24The Company currently does not intend to pay future dividends on its common stock
Other Americas Carmart 10-Ks
- FY2025 10-K risk factors16 risks
Americas Car-Mart relies heavily on non-prime auto financing and decentralized dealership operations across twelve states.
Filed Aug 08, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.