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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2024

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

Texas | 0-14939 | 63-0851141
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.)

1805 North 2nd Street, Suite 401

Rogers, Arkansas 72756

(Address of principal executive offices, including zip code)

(479) 464-9944

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On June 24, 2024, the Board of Directors (the “Board”) of America’s Car-Mart, Inc. (the “Company”) approved and adopted an updated Code of Conduct and Ethics (the “Code”), which applies to all directors, officers and employees of the Company. The Code supersedes the existing Code of Business Conduct and Ethics adopted by the Board in 2016.

The Code has been updated to modernize its language and structure, promote mitigation of risk with Company personnel, and better reflect changes in the Company’s day-to-day operations and work environment.

The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference.

| Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits.

14.1 |  | Code of Conduct and Ethics
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

| America’s Car-Mart, Inc. |
Date: June 27, 2024 | /s/ Vickie D. Judy |
| Vickie D. Judy
| Chief Financial Officer
| (Principal Financial Officer)