美国汽车行美股招股说明书(2026-01-16版)

AMERICA’S CAR-MART,INC. This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “SellingStockholders”) of up to 937,487 shares of common stock, par value $0.01 per share (the “Common Stock”) of America’s Car-Mart,Inc. (the “Company”) issuable upon the exercise of the warrants (the “Warrants”) issued to the Selling Stockholders (the“Warrant Shares”). The Warrants were issued to the Selling Stockholders on October30, 2025, in a private placement pursuant to that certainCredit and Guaranty Agreement (the “Credit Agreement”), dated October30, 2025, by and among the Company, certain of oursubsidiaries as borrowers, and certain of their subsidiaries as guarantors, the lenders party thereto, and Silver Point Finance, LLC(“Silver Point”), as administrative agent and collateral agent, and pursuant to those certain Common Stock Purchase Warrants, datedOctober30, 2025 (the “Silver Point Warrant Agreements”). On December12, 2025, the funds or accounts managed or advised bySilver Point that held Warrants (the “Silver Point Funds”) assigned certain of its Warrants to funds or accounts managed or advised byBeach Point Capital Management LP (the “Beach Point Funds”) and the Beach Point Funds entered into those certain Common StockPurchase Warrants, dated December12, 2025 (the “Beach Point Warrant Agreements” and together with the Silver Point WarrantAgreements, the “Warrant Agreements”). The Warrants are immediately exercisable, in whole or in part, at an exercise price of $22.63per share and expire on October30, 2031. We will not receive any proceeds from the resale or other disposition of the Warrant Shares by the Selling Stockholders. See“Use of Proceeds” and “Plan of Distribution” for additional information. The Selling Stockholders have informed us that they hold the Warrants and any Warrant Shares issued upon their exercise forinvestment purposes and not with a view to distribution in violation of the Securities Act of 1933, as amended (the “Securities Act”).However, the Securities and Exchange Commission (the “SEC”) may take the position that the Selling Stockholders may, undercertain circumstances, be deemed to be “underwriters” within the meaning of Section2(a)(11) of the Securities Act. Any profits on theresale of the Warrant Shares by the Selling Stockholders and any discounts, commissions or concessions received by the SellingStockholders may be deemed to be underwriting compensation under the Securities Act. Our Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “CRMT.” On January14,2026, the last reported sale price of our Common Stock was $27.31 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page5of this prospectusand under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion ofinformation that should be considered in connection with an investment in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are notbeing offered in any jurisdiction where the offer is not permitted. The date of this prospectus is January16, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS2THE COMPANY3RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8SELLING STOCKHOLDERS9PLAN OF DISTRIBUTION11DESCRIPTION OF SECURITIES14LEGAL MATTERS17EXPERTS17WHERE YOU CAN FIND ADDITIONAL INFORMATION17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE18 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-1 that we filed with the SEC. Under this registration statement,the Selling Stockholders may, from time to time, offer and sell our securities, as described in this prospectus, in one or more offerings.We will not receive any proceeds from the sale by the Selling Stockholders of the securities offered by them described in thisprospectus. Neither we nor the Selling Stockholders have authorized any dealer, agent or other person to give any information or to makeany representation other than those contained or incorporated by reference in this prospectus and, if applicable, any accompanyingprospectus supplement or any free writing prospectus. Neither we nor the Selling Stockholders take any responsibility for, and provideno assurance as to the reliability of, any other information that others may give you. This prospectus and, if applicable, anyaccompanying prospectus supplement or any free writing prospectus, do not constitute an offer to sell or the solicitation of an offer tobuy any securities other than the registered securities to which they relate, nor does this prospectus and, if applicable, anyaccompanying prospectus supplement or any free writing prospectus constitute an of