DEF 14A of Americas Carmart Inc, Aug 15, 2025

DEF 14A of Americas Carmart Inc

Filed Aug 15, 2025 · FY20250001628280-25-040505

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Pursuant to our bylaws, our board of directors has set the number of directors for the ensuing year at nine, all of whom are proposed to be elected at the annual meeting of stockholders and eight of whom are current directors of the Company. Because the board of directors has named only nine nominees in this proxy statement, proxies cannot be voted for greater than nine director candidates at the 2025 Annual Meeting. In the event any nominee is unable or declines to serve as a director at the time of the annual meeting, the persons named as proxies therein will have discretionary authority to vote the proxies for the election of such person or persons as may be nominated in substitution by the present board of directors, upon the recommendation of the nominating committee of the board of directors. Management knows of no current circumstances that would render any nominee named herein unable to accept nomination for election. In accordance with the bylaws of the Company, each director shall be elected by a majority of the votes cast with respect to that director at the annual meeting. However, if the number of nominees is greater than the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at the annual meeting. Members of our board of directors are elected annually to serve until the next annual meeting and until their successors are elected and qualified. The following persons have been nominated for election to our board of directors: Ann G. Bordelon, age 58, has served as a director since January 2019. She currently serves as chair of the audit and compliance committee and a member of the compensation and human capital committee of our board of directors. Ms. Bordelon is Executive Vice Chancellor for Finance and Administration at the University of Arkansas, a role she assumed effective July 1, 2020. Ms. Bordelon spent much of her career at Walmart (NYSE: WMT), from which she retired in 2015 after serving the company for nearly 13 years. She served as CFO of Walmart’s Sam’s Club division, CFO of Walmart's Asia Region, and as Chief Audit Executive, among other financial roles. Ms. Bordelon, a Certified Public Accountant, holds a Bachelor of Science degree in Business Administration from the University of Arkansas. Ms. Bordelon also serves on the board of Portillo’s, Inc. (NASDAQ: PTLO) where she is the chair of the audit committee. Ms. Bordelon’s qualifications to serve on the board include her public company board, executive and financial experience. Jonathan Z. Buba, age 47, has served as a director since November 2023. He currently serves as chair of the finance committee of our board of directors and a member of the audit and compliance committee and the nominating and governance committee. Mr. Buba currently serves as a Partner at Nantahala Capital Management, LLC (“Nantahala”), a small-cap focused investment firm based in New Canaan, Connecticut. At Nantahala, Mr. Buba has extensive experience within specialty finance, including subprime installment lending, pawn lending, and lease-to-own retail. Prior to joining Nantahala in 2011, Mr. Buba worked as an analyst at Och-Ziff Capital Management (now d/b/a Sculptor Capital Management) where he focused on special situations in emerging markets from the firm’s New York and London offices. Previously, Mr. Buba was an Associate at Spinnaker Ventures, a San Francisco, California-based venture capital firm. He graduated from Johns Hopkins University in 2000 with a B.S. in Mechanical Engineering and received an M.B.A. in Finance and Accounting from The Wharton School of the University of Pennsylvania in 2007. Mr. Buba’s qualifications to serve on the board include his financial and investment experience as well as his experience in specialty finance. Douglas W. Campbell, age 49, became Chief Executive Officer, President and director in October 2023, after serving as President for the prior year. Before joining the Company in October 2022, Mr. Campbell was Senior Vice President, Head of Fleet Services for the Americas, at Avis Budget Group (“Avis”) since June 2022 and previously served as Head of Fleet Services for the Americas since June 2021 and Vice President, Remarketing for the Americas, from March 2018 to June 2021. Prior to joining Avis, Mr. Campbell held management positions at AutoNation from September 2014 to March 2018 serving as Used Vehicle Director, Eastern Region, in AutoNation’s corporate office and later as General Manager of its Honda Dulles dealership. Preceding AutoNation, Mr. Campbell served fifteen years with Coral Springs Auto Mall, most recently serving as Executive General Manager. Mr. Campbell’s qualifications to serve on the board include his vast experience in the automotive industry across a variety of roles and his in-depth knowledge of the Company’s operations. Julia K. Davis, age 62, has served as a director since August 2021. She currently serves as a member of the compensation and human capital, nominating and governance, and audit and compliance committees of our board of directors. Ms. Davis is currently employed as an Executive Partner in the CIO Advisory practice of Gartner, Inc., an American research and advisory firm focusing on business and technology topics. Ms. Davis retired from R1 RCM (NASDAQ:RCM), a leading healthcare revenue cycle management company servicing hospital, health systems and physician groups across the United States, in 2022 after serving the company as the Executive Vice President and Chief Information Officer for nearly three years. Prior to her role with R1 RCM, Ms. Davis served as Chief Information Officer at Aflac US from July 2013 to August 2018. Her experience also includes approximately five years as Chief Information Officer at American Safety Insurance, approximately four years as Chief Information Officer, Equipment Finance Division, with GE Healthcare, a subsidiary of General Electric Company (NYSE: GE), approximately two years as Chief Information Officer with GE Business Productivity Solutions, Inc., and five years as a Captain in the United States Air Force. Since August 2024, Ms. Davis has served as an independent manager on the board of managers of Servpro, a privately-owned cleaning and restoration company with franchises in the United States and Canada, and is a member of its audit committee. Ms. Davis also served on the board of TBM Council (TBM) until 2022, a nonprofit professional organization dedicated to advancing the discipline of technology business management. Ms. Davis’s qualifications to serve on the board include her executive and technology experience. Daniel J. Englander, age 56, has served as a director since February 2007. He currently serves as chair of the compensation and human capital committee and a member of the audit and compliance committee and the finance committee of our board of directors. Mr. Englander is the founder and currently the Managing Partner of Ursula Capital Partners, an investment management partnership founded in 2004. From January 2005 to June 2006, Mr. Englander was a partner of Prescott Securities, an investment fund, and from October 1994 to January 2005, he was employed by Allen & Company, an investment merchant bank, most recently as Managing Director. Mr. Englander is also currently on the boards of directors of Copart, Inc. (NASDAQ: CPRT) and CKX Lands, Inc. (NASDAQ: CKX). Mr. Englander’s qualifications to serve on the board include his financial, investment and public company board experience. He also brings operational and strategic expertise, as well as business development expertise, to the board.

  2. ELECTION OF DIRECTORS

    Brandi N. Joplin, age 55, is a new director candidate nominated for election at the 2025 Annual Meeting. Ms. Joplin recently retired from Walmart, Inc. (NYSE: WMT) in March 2025, after serving in various executive financial roles for 16 years, including as Senior Vice President and Chief Financial Officer for Walmart’s Sam’s Club division from August 2019 to May 2024 and an executive advisor from May 2024 to March 2025. Prior to becoming CFO for Sam’s Club, Ms. Joplin served as Chief Audit Executive for Walmart from September 2016 to August 2019. She also served as Walmart’s Vice President and International Controller from February 2015 to September 2016 and its Vice President for Global Internal Audit Services in the United States and Canada from 2009 to February 2015. Ms. Joplin’s experience also includes 14 years in various financial leadership roles at the former telecom company Alltel. Ms. Joplin currently serves on the boards of Southern Bancorp, Inc. and the Arkansas Children’s Foundation and previously served on the audit committee of the board of trustees of the Walmart Foundation. She is a Certified Public Accountant and a Certified Internal Auditor and holds a Bachelor of Science degree in Business Administration from the University of Arkansas. Ms. Joplin’s qualifications to serve on the board include her public company executive and financial expertise as well as her private entity board and audit committee experience. Dawn C. Morris, age 57, has served as a director since April 2021. She currently serves as chair of the nominating and governance committee and a member of the audit and compliance committee of our board of directors. Ms. Morris has also served as a director of First Financial Bancorp (NASDAQ: FFBC) since May 2023. Ms. Morris is the founder and Chief Executive Officer of Growth Partners Group, LLC, a strategic consulting firm in Florida servicing clients in strategic business transformation and innovation. Ms. Morris was formerly the Chief Digital and Marketing Officer at First Horizon Corporation (NYSE: FHN) from September 2018 to January 2020. Prior to her role with First Horizon Corporation, Ms. Morris served as Executive Vice President and Chief Marketing Officer at Webster Bank, N.A., bank subsidiary of Webster Financial Corporation (NYSE: WBS), from March 2014 to August 2018, and served as Senior Vice President, Customer Segment and Product Marketing at RBS Citizens Financial Group from August 2010 to March 2014 and served approximately seven years as Vice President at RBC Bank. Ms. Morris’ qualifications to serve on the board include her public company, executive, digital and marketing experience. Joshua G. Welch, age 60, has served as a director since January 2018 and Chair of the Board since August 2020. He currently serves as a member of the audit and compliance committee and the finance committee of our board of directors. Mr. Welch is the founder and currently the managing member of the general partner of Vicuna Capital I, LP, an investment management partnership founded in 1998. From June 1990 to June 1998, Mr. Welch was a securities analyst with the Tisch Family Interests, where he served on the board of Equimark Corp, then a publicly traded national bank. Mr. Welch is a graduate of Williams College and Columbia Business School and has served on numerous charitable boards and is a volunteer firefighter and nationally registered EMT. Mr. Welch’s qualifications to serve on the board include his financial and analytical skills and detailed understanding of our business. Jeffrey A. Williams, age 62, has served as director since August 2011 and served as Chief Executive Officer Emeritus of the Company from October 1, 2023 until his retirement effective April 30, 2024. He previously served as Chief Executive Officer of the Company from January 2018 to September 2023 and President of the Company from March 2016 to October 2022. Before becoming Chief Executive Officer, Mr. Williams served as Chief Financial Officer of the Company from 2005 to January 2018. He also served as Vice President Finance from 2005 to March 2016 and as Secretary of the Company from 2005 to May 2018. Mr. Williams is a Certified Public Accountant, inactive, and prior to joining the Company, his experience included approximately seven years in public accounting with Arthur Andersen & Co. and Coopers and Lybrand LLC in Tulsa, Oklahoma and Dallas, Texas. His experience also includes approximately five years as Chief Financial Officer and Vice President of Operations of Wynco, LLC, a nationwide distributor of animal health products. Mr. Williams has also served on the boards of directors of Mercy Health Northwest Arkansas Communities since July 2019 and the Jones Center and Jones Trust since January 2021. Mr. Williams’ qualifications to serve on the board include his financial and operational experience and his significant knowledge of the Company and our industry. The board of directors recommends a vote “FOR” each of the nine nominees to our board of directors.

  3. Director Compensation Table

    Director Compensation Table The following table provides certain information concerning compensation for each director during the fiscal year ended April 30, 2025. Mr. Campbell, who is a member of our board of directors, has been omitted from this table since his compensation is included in the Summary Compensation Table on page 27 of this proxy statement. Mr. Campbell did not receive compensation for serving on our board of directors during fiscal year 2025.

  4. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards 1 ($) | Option Awards 2, 3 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Ann G. Bordelon | $75,000 | $149,989 | $- | $- | $- | $- | $224,989 | | Jonathan Z. Buba | $11,458 | $- | $199,982 | $- | $- | $- | $211,440 | | Julia K. Davis | $54,167 | $149,989 | $- | $- | $- | $- | $204,156 | | Daniel J. Englander | $65,000 | $149,989 | $- | $- | $- | $- | $214,989 | | Dawn C. Morris | $62,500 | $149,989 | $- | $- | $- | $- | $212,489 | | Joshua G. Welch | $127,500 | $- | $149,986 | $- | $- | $- | $277,486 | | Jeffrey A. Williams | $- | $- | $- | $- | $- | $240,000 | $240,000 |

  5. Director Compensation Table

    ___________________ 1 The following are the aggregate number of restricted stock awards held by each of the directors as of April 30, 2025: Ms. Bordelon - 2,446; Ms. Davis - 2,446; Mr. Englander - 2,446; and Ms. Morris - 2,446. There are no restricted stock awards held by Mr. Buba, Mr. Welch or Mr. Williams as of April 30, 2025. 2 In accordance with SEC rules, the amount shown reflects the grant date fair value of stock options granted during the fiscal year ended April 30, 2025, calculated pursuant to Financial Accounting Standards Board Codification (ASC) 718, Compensation – Stock Compensation. Refer to “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note K: Stock-Based Compensation Plans” included in our Annual Report on Form 10-K filed on August 8, 2025, for the relevant assumptions used to determine the valuation of our option awards. 3 The following are the aggregate number of option awards outstanding held by each of the directors as of April 30, 2025: Ms. Bordelon – 25,000; Mr. Buba – 12,732; Ms. Davis – 10,000; Mr. Englander – 45,000; Ms. Morris – 15,000; Mr. Welch – 39,549; and Mr. Williams —190,000. 4 Consists of consulting fees earned pursuant to Mr. Williams Retirement and Transition Agreement with the Company, dated as of December 21, 2023 (referred to in this proxy statement as the Retirement Agreement).

  6. Discussion of Director Compensation

    Discussion of Director Compensation For fiscal year 2025, each of our non-employee directors, except our retired former Chief Executive Officer, Jeffrey A. Williams, received a $50,000 annual retainer and the chairman of the board received an additional $77,500 annual retainer. In addition, the chairs of our audit committee, compensation committee, nominating committee, and finance committee received additional annual retainers of $25,000, $15,000, $12,500 and $12,500, respectively. Pursuant to the terms of the Retirement Agreement we entered into with Mr. Williams on December 21, 2023, Mr. Williams agreed to serve as a consultant and adviser to senior management of the Company for a one-year period following his retirement as CEO Emeritus on April 30, 2024, for a monthly consulting fee of $20,000, and to continue serving as a director of the Company. Mr Williams did not receive any separate compensation for his services as a director during fiscal year 2025 in accordance with his Retirement Agreement. Directors who are also our employees do not receive separate compensation for their services as a director. Effective for fiscal year 2025, the non-employee directors have the option to elect to receive their annual cash retainer amounts for the fiscal year in the form of restricted shares or stock options to be granted on May 1 of the applicable fiscal year (or the next business day if May 1 occurs on a weekend or federal holiday), provided that the director will submit his or her election by April 1 of the preceding fiscal year and that the Company will have determined to its satisfaction that such election would not result in adverse tax consequences to the director or the Company, with such restricted shares or stock options to vest on the first annual anniversary of the grant date. Each non-employee director is also entitled to $150,000 of additional equity-based compensation in the form of restricted shares or stock options at the election of the director, with such compensation to be granted on May 1 of the applicable fiscal year and to vest on the first annual anniversary of the grant date. Our board of directors has also adopted stock ownership guidelines for our non-employee directors. These guidelines require non-employee directors to own Company common stock with a value equal to five times the annual base retainer within five years of joining the board. Each of our non-employee directors met this guideline or was in the applicable transition period as of July 31, 2025.

  7. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Compensation Philosophy Our compensation philosophy is to align the interests of our executive officers with those of our stockholders and induce our executive officers to remain in our employ. We believe that this is best accomplished by the following: •paying executives a base salary commensurate with their backgrounds, industry knowledge, special skill sets and responsibilities; and •offering short-term incentive cash bonuses conditioned on our consolidated financial results or key operating metrics; and •making periodic grants of restricted stock and/or stock options. Our overall goal is to ensure that our executive compensation program and policies are consistent with our strategic business objectives and that we provide incentives for the attainment of those objectives. We strive to accomplish this goal in the context of a compensation program that includes annual base salary, annual cash incentives and stock ownership. Named Executive Officers Our “named executive officers” for fiscal year 2025 consisted of our President and Chief Executive Officer, Douglas W. Campbell, our former Chief Financial Officer, Vickie D. Judy, and our Chief Operating Officer, Jamie Z. Fischer. Mr. Campbell, age 49, became Chief Executive Officer, President and a director in October 2023, after serving as President for the prior year. Before joining the Company, Mr. Campbell was Senior Vice President, Head of Fleet Services for the Americas, at Avis Budget Group (“Avis”) since June 2022 and previously served as Head of Fleet Services for the Americas since June 2021 and Vice President, Remarketing for the Americas, from March 2018 to June 2021. Prior to joining Avis, Mr. Campbell held management positions at AutoNation from September 2014 to March 2018 serving as Used Vehicle Director, Eastern Region, in AutoNation’s corporate office and later as General Manager of its Honda Dulles dealership. Preceding AutoNation, Mr. Campbell served fifteen years with Coral Springs Auto Mall, most recently serving as Executive General Manager. Ms. Judy, age 59, served as Chief Financial Officer of the Company from January 2018 to May 2025. In May 2025, she transitioned to Chief Accounting Officer of the Company. Ms. Judy served as the Company’s Principal Accounting Officer since March 2016 and Vice President of Accounting since August 2015. Since joining the Company in May 2010, Ms. Judy has also served as Controller and Director of Financial Reporting. Ms. Judy is a Certified Public Accountant and prior to joining the Company her experience included approximately five years in public accounting with Arthur Andersen & Co. and approximately 17 years at National Home Center, Inc., a home improvement products and building materials retailer, most recently as Vice President of Financial Reporting. Ms. Judy has also served as a director of the board of the Little Rock Branch of the Federal Reserve Bank of St. Louis from January 2018 to December 2023. Ms. Fischer, age 46, has served as Chief Operating Officer of the Company since October 2024. Before joining the Company, Ms. Fischer served as Head of Operations at DriveTime Automotive Group, Inc. (“DriveTime”) since 2021. She previously served as Senior Managing Director of Retail and Inventory Operations for DriveTime from 2018 until 2021 and held various leadership positions in operations and human resource management for DriveTime and its affiliated automotive warranty company, SilverRock, Inc. from 2012 to 2018. Prior to joining DriveTime, Ms. Fischer gained nearly a decade of experience in the auto retail industry, where she focused on operations and leadership development. In May 2025, we appointed a new Chief Financial Officer, Jonathan M. Collins. Although Mr. Collins was not employed by the Company during fiscal year 2025, certain information regarding Mr. Collins and his compensation is included in this Compensation Discussion and Analysis to provide additional context regarding the Company’s executive compensation practices. Mr. Collins, age 53, served as the Chief Financial Officer for Walmart Africa from 2023 until his appointment as Chief Financial Officer of the Company in May 2025. Prior to his role with Walmart Africa, Mr. Collins served as the Chief Accounting Officer for Flipkart Group, an e-commerce platform based in India, from 2020 to 2023. He also previously served as Controller for Walmart Canada from 2019 to 2020 and worked for 12 years in CFO advisory services for KPMG. Mr. Collins started his career as a software developer and eventually chief architect of the enterprise resource planning system for Alltel Information Systems. Compensation Objectives

  8. Compensation Discussion and Analysis

    | Compensation Element | Objectives | | Annual Base Salary | To provide competitive base compensation that attracts and retains talented executives, correlates with the executive’s background, industry knowledge, special skill sets and responsibilities, rewards executives for Company and individual performance and incentivizes future performance. | | Short-Term Incentive Compensation | To drive short-term operating and financial results deemed crucial to our long-term success. | | Long-Term Incentive Compensation | To promote continued focus on stockholder value and long-term performance accountability, strengthen stockholder alignment by increasing the executives’ ownership stake in the Company, enhance market competitiveness and retention value of total compensation and reward executives for their contributions to stockholder returns. |

  9. Compensation Discussion and Analysis

    Role of Compensation Committee Our compensation committee retains broad flexibility in the administration of our executive compensation program. We believe this flexibility is critical to retaining key executives. Our compensation committee is focused on ensuring that executive compensation is directly tied to our economic performance. Our compensation committee operates under a written charter adopted by our board of directors. Our compensation committee has several duties and responsibilities, including the following: •assist the board of directors in its oversight of our overall executive compensation philosophy; •on an annual basis, review and approve corporate goals relevant to the compensation of our Chief Executive Officer, evaluate our Chief Executive Officer’s performance in light of these goals and objectives, and based on such evaluation, determine and approve the annual compensation of our Chief Executive Officer; •review and make recommendations to the board of directors regarding the compensation of all other executive officers; •review the annual compensation discussion and analysis and produce an annual report on executive compensation for inclusion in our annual proxy statement, in accordance with all applicable rules and regulations; •review and make recommendations to our board of directors with respect to the approval of incentive compensation plans and equity-based incentive plans, and administer such plans; •monitor compliance by executives with the terms and conditions of our stock ownership guidelines; •review board of director compensation levels and practices periodically, and recommend to our board of directors, from time to time, changes in such compensation levels and practices; •provide general oversight of the Company’s human capital management practices including the assessment of executive talent and succession planning; and •periodically review and reassess the adequacy of the compensation committee charter and recommend any proposed changes to our board of directors for approval. For additional information on the duties and responsibilities of our compensation committee, see our compensation committee charter available on our website at www.car-mart.com. Employment and Change in Control Agreements We have employment agreements with our President and Chief Executive Officer, Mr. Campbell, our current Chief Financial Officer, Mr. Collins, and our Chief Operating Officer, Ms. Fischer, and a change in control agreement with our former Chief Financial Officer, Ms. Judy. We believe that the employment agreements, which include a change-in-control provision, are necessary to attract and retain the executives in light of all relevant factors, which includes the officers’ past employment experience, desired terms and conditions of employment, and the strategic importance of the officers’ positions. The change in control agreement for Ms. Judy and the change in control provisions in Mr. Campbell’s, Mr. Collins’ and Ms. Fischer’s employment agreements entitle the executive officer to certain payments upon a termination of the executive’s employment by the Company other than for cause or by the executive for good reason in connection with a change in control of the Company. We believe that Ms. Judy’s change in control agreement and the change in control provisions in Mr. Campbell’s, Mr. Collins’ and Ms. Fischer’s employment agreements are necessary to maintain stability among our executive leadership and that the terms of these provisions are reasonable based on our review of similar provisions for similar companies. We also believe that benefits payable upon such a “double-trigger” event benefit the Company and the shareholders by motivating and encouraging each executive to be receptive to potential strategic transactions that are in the best interest of shareholders, even if the executive faces potential job loss, and by motivating the executives in the period leading up to a potential change in control. Our compensation committee reviews the executive employment and change in control agreements at the time such agreements are entered into in order to determine current market terms for the particular executive and agreement. See “Executive Compensation – Employment Agreements and Related Compensation” and “Executive Compensation – Payments Upon Termination of Employment or Change in Control” for a discussion of the terms of the employment agreements and the change in control agreement. We do not currently have an employment agreement with Ms. Judy. Elements of Compensation Our executive compensation program primarily consists of base salary, short-term incentives in the form of cash awards, and long-term incentives in the form of restricted stock and/or stock options. We also provide our named executive officers with minimal perquisites and personal benefits. In addition, we provide our named executive officers with the ability to contribute a portion of their earnings to our 401(k) plan. Our 401(k) plan is available generally to all of our employees. We also maintain a nonqualified deferred compensation plan under which our named executive officers may defer a portion or all of their salary and bonus to be paid following the executive’s termination, death or other date specified upon the executive’s election to make such deferrals. See “Executive Compensation – Deferred Compensation Plan” for a discussion of the terms of the nonqualified deferred compensation plan. Base Salary We offer what we believe to be competitive base salaries to our named executive officers. The base salary must be sufficient to attract talented executives and provide a secure base of cash compensation. Due to the relatively small size of our industry and the limited number of public competitors, the compensation committee has not historically engaged in any formal benchmarking of base salary; however, the committee has set base salary levels for our named executive officers to be generally competitive in relation to salary levels of executive officers in other companies within our industry or other companies of comparable size, growth, performance and complexity, while also taking into consideration the executive officer’s position, responsibility and special expertise. Annual base salary increases are not assured, and adjustments to base salary take into account subjective factors such as the executive’s performance during the prior year, responsibilities and experience. Upon his hiring as our President effective in October 2022, the compensation committee established an annual base salary for Mr. Campbell of $650,000. Effective October 1, 2023, the compensation committee approved an increase in base salary to $800,000 for Mr. Campbell upon his appointment to Chief Executive Officer. Based on the compensation committee’s market analysis during fiscal year 2023, the committee approved an increase in annual base salary for Ms. Judy from $400,000 to $442,000, effective August 1, 2023. No base salary changes were made for Mr. Campbell and Ms. Judy for fiscal year 2025 in light of their fiscal year 2024 salary increases and the Company’s financial and operational challenges during fiscal year 2024. Upon her hiring as our Chief Operating Officer in October 2024, the compensation committee established an annual base salary for Ms. Fischer of $400,000. Additionally, upon his hiring as our Chief Financial Officer in May 2025, the compensation committee established an annual base salary for Mr. Collins of $450,000. See “Executive Compensation – Summary Compensation Table for Fiscal Years 2025, 2024 and 2023” for the base salary amounts earned by our named executive officers during fiscal year 2025. Short-Term Incentive Compensation

  10. Compensation Discussion and Analysis

    Our short-term incentive plan for our named executive officers is intended to drive short-term operating and financial results deemed crucial to our long-term success by providing cash incentive bonuses to our executives which are dependent on our performance. The purpose of the annual cash incentive bonuses is to reflect each named executive officer’s breadth of experience and responsibility and to incentivize key contributions by the executives toward the Company’s financial performance and growth strategies. These cash incentive bonuses are a material portion of their overall compensation. Our current short-term incentive plan (the “STI Plan”) for our named executive officers was adopted by our board of directors on July 10, 2023. Under the terms of the STI Plan, annual cash bonus awards for the named executive officers are based on certain performance goals and eligible payouts to be established annually by the compensation committee in accordance with the STI Plan. The compensation committee selects the applicable performance metrics and the weighting of each metric for the short-term incentive payments from among a list of performance criteria set forth in the plan, and the committee may vary the performance metrics, goals, weighting, any discretionary component, and target bonus amounts from participant to participant and from year to year. Bonus payments under the STI Plan may range from 0% to 200% of the executive’s target bonus amount, depending upon whether, or the extent to which, the applicable performance goals have been achieved, as determined by the compensation committee. The compensation committee may adjust the amount payable pursuant to any bonus award upon attainment of the performance goals, provided that the aggregate amount paid under the STI Plan to any participant in any plan year may not exceed $4.0 million. Any annual cash bonus amounts earned under the STI Plan will be paid as soon as practicable after the end of the fiscal year for which they are earned following the compensation committee’s certification of the achievement of the applicable performance goals or other applicable conditions, but in no event later than the July 15th immediately following the last day of such fiscal year. In the event of a named executive officer’s death or disability during the performance year, the bonus amount earned would be prorated for the portion of the year in which the executive was employed before his or her termination due to death or disability. In the event the named executive officer’s employment is terminated for any other reason, any bonus amount that would have been earned under the plan would be forfeited, unless the compensation committee determines, in its discretion, to prorate the amount earned for the portion of the year before the executive’s termination. The STI Plan also permits the compensation committee, in its discretion, to accelerate or make other adjustments or modifications to outstanding bonus awards under the plan in the event of a change in control of the Company. Based on the compensation committee’s analysis of the Company’s ongoing strategic business objectives, the compensation committee recommended, and the board of directors approved, a short-term incentive payment structure for fiscal year 2025 pursuant to the STI Plan under which annual cash bonuses to our named executive officers would be paid based on the Company’s achievement of pre-established performance targets with respect to the percentage of dealerships with a positive economic value added (EVA) performance for fiscal year 2025, the change in selling, general and administrative (SG&A) expense per average active customer, net customer growth, and the average dollars collected per active customer per month, as well as a discretionary individual performance component. For the SG&A per customer and EVA by dealership measures, the numbers of active customers and dealerships exclude dealerships acquired or newly opened during the past 12 months and customers attributable to such dealerships, as applicable. The net customer growth is inclusive of all dealerships, except dealerships acquired after June 12, 2024. Each performance measure accounts for 20% of the total eligible bonus, with the discretionary individual performance component comprising 20% of the total eligible bonus amount as well. The compensation committee selected these measures after considering a range of compensation measures and believes the selected measures represent key performance indicators for achieving important current financial and operating objectives. The compensation committee believes each of the component metrics – store level EVA, SG&A per customer, net customer growth, and average dollars collected per active customer per month – are linked in incentivizing our executive management to invest the Company’s capital in the highest return areas and to leverage our scale as the Company grows by being efficient with SG&A costs while growing our customer base and collections. The compensation committee will evaluate and assess these objectives and performance measures annually. The target annual bonus payments for fiscal year 2025 were based on a percentage of each named executive officer’s annual base salary at 125% of annual base salary for Mr. Campbell and 100% of annual base salary for Ms. Judy and Ms. Fischer. The target bonus amounts were determined based on the compensation committee’s evaluation of the market analysis of our named executive officers’ cash compensation relative to the peer group. If the threshold level of performance is achieved for each performance metric, the payout would range from 50% to 120% of the eligible bonus amount for that metric, with actual payments to be determined on an interpolated linear basis between the threshold and maximum amount based on the Company’s actual performance achieved. Pursuant to Ms. Fischer’s employment agreement, she was guaranteed a bonus for fiscal year 2025 equal to at least 100% attainment or achievement level, with a maximum payout opportunity of 120% of her base salary, in each case pro-rated for the number of days she was employed during the fiscal year. The following table sets forth the performance goals and potential payouts as a percentage of the executive’s target bonus amount for fiscal year 2025:

  11. Compensation Discussion and Analysis

    | | Performance Goal / Payout Level (% of Annual Base Salary) | | | | | | Performance Measure / Weighting | 50% (Threshold) | 60% | 80% | 100% | 120% (Maximum) | | # of Dealerships EVA (20%) | 42.5% | 50% | 65% | 80% | 95% | | SG&A per Account (20%) | 5% growth | 4% growth | 2% growth | flat | (2%) decline | | Net Customer Growth (20%) | 2.5% growth | 3% growth | 4% growth | 5% growth | 7% growth | | Average Dollars Collected per Active Customer per Month (20%) | 2% increase | 2.5% increase | 3% increase | 3.5% increase | 4% increase | | Individual Performance (20%) | Discretionary | | | | |

  12. Compensation Discussion and Analysis

    The Company’s actual results for the number of dealerships EVA metric was below the threshold percentages, resulting in no bonus amount for Mr. Campbell and Ms. Judy. SG&A per average active customer increased more than 4% and net customer growth was 2.93% compared to the prior fiscal year, resulting in Mr. Campbell and Ms. Judy earning 59% of the eligible bonus amount for each of the SG&A and customer growth metrics. Average dollars collected per active customer per month increased 3.95% year over year, resulting in each executive officer earning 118% of the eligible bonus amount for the metric. Mr. Campbell and Ms. Fischer each earned 115% and Ms. Judy earned 90% for the individual performance component of the annual cash bonus award. The compensation committee evaluated the discretionary individual performance component by considering the completion and delivery of key projects during the fiscal year as well as acquisition, development, and retention of key management to continue business growth. The total bonus amounts earned under the STI Plan based on the actual performance achieved for fiscal year 2025 are set forth below in the “Summary Compensation Table” on page 27 of this proxy statement. In addition to the bonuses awarded under the STI Plan, the Company also paid Ms. Fischer a signing bonus of $100,000 within 30 days her employment date. Pursuant to the terms of her employment agreement, she is also entitled to an additional $100,000 signing bonus on the first anniversary of her employment date, subject to her continued employment with the Company on such date. Long-Term Incentive Compensation Our compensation objective of inducing executives to remain in our employ as well as aligning their interests with those of our stockholders leads us to make periodic equity awards. These awards provide incentives for our named executive officers to remain with us over the long term and gives the compensation committee additional flexibility to reward superior performance by our named executive officers. We believe that dependence on equity for a significant portion of a named executive officer’s compensation more closely aligns such executive’s interests with those of our stockholders, since the ultimate value of such compensation is linked directly to our stock price. We have historically utilized two equity incentive plans for our long-term incentive compensation, the America’s Car-Mart, Inc. Amended and Restated Stock Option Plan, referred to in this proxy statement as the Restated Option Plan, and the America’s Car-Mart, Inc. Amended and Restated Stock Incentive Plan, referred to in this proxy statement as the Restated Incentive Plan. The allocation of long-term incentive compensation between stock options and restricted stock is generally made with the goal of rewarding long-term service with the issuance of restricted shares and rewarding efforts related to increasing the stock price over the long-term with the issuance of stock options. On July 11, 2024, our board of directors adopted, and on August 27, 2024, our stockholders approved a new omnibus 2024 Equity Incentive Plan, which allows for future awards of, among other things, stock options, restricted shares, restricted stock units and performance shares. The 2024 Equity Incentive Plan, effective August 27, 2024, replaced the Restated Option Plan and the Restated Incentive Plan. The compensation committee has historically granted stock options or restricted shares of our common stock to our named executive officers in connection with their entry into new employment agreements, upon their promotion to a new position, to reward superior financial results, and in other circumstances where the committee has determined that such awards were appropriate to provide additional long-term performance incentives and to further align management’s interests with the interests of our stockholders. The compensation committee did not grant any stock options or restricted stock to Mr. Campbell in fiscal year 2025. On December 19, 2023, the Company entered into an Amended and Restated Employment Agreement with Mr. Campbell in connection with his promotion to Chief Executive Officer. The agreement was subsequently amended on January 24, 2024. Pursuant to the amended employment agreement, on January 25, 2024, the Company granted Mr. Campbell an award of 47,612 restricted shares of our common stock and a stock option award representing a target of 162,486 shares of our common stock. The restricted shares will vest in three equal annual installments on September 30th in each of the next three years, and the stock option will vest in its entirety on December 19, 2026, subject to the Company’s achievement of certain performance conditions based equally on the Company’s four-quarter average return on equity during the period from August 1, 2023 to July 31, 2026, and the 90-day average of the closing price of the Company’s common stock as reported on NASDAQ during the period from December 19, 2023 to December 18, 2026. If a threshold level of performance being achieved with respect to one or both of these performance measures, the number of shares subject to the option that vest will vary within a range of 25% to 150% of the target award, with the actual number of shares to be determined on a straight-line basis between the threshold and maximum amounts based on the Company’s actual performance achieved for each measure. Under the terms of Mr. Campbell’s amended employment agreement, he will not be eligible to receive any further long-term equity incentive awards until October 1, 2026. See “Employment Agreements and Related Compensation” for more information regarding Mr. Campbell’s employment agreement. The compensation committee previously issued long-term equity incentive awards to Mr. Campbell on October 3, 2022, in connection with the Company’s hiring of Mr. Campbell as President in accordance with the terms of his initial employment agreement. These awards consisted of a stock option to purchase 75,000 shares of our common stock, which vests in 20% annual installments beginning on October 3, 2023, and 20,000 restricted shares of our common stock, which vested in two equal annual installments on October 3, 2023 and 2024. On June 24, 2024, the compensation committee granted Ms. Judy 2,594 restricted shares of our common stock which vest in three equal annual installments beginning on June 24, 2025. The purpose of this award was to provide additional long-term incentives for Ms. Judy’s continued leadership as our Chief Financial Officer and to further align her interests with the Company’s long-term strategic goals. Following the end of fiscal year 2025, on May 22, 2025, the compensation committee granted Ms. Judy 9,453 restricted shares of our common stock as an additional retention incentive in connection with her transition to the role of Chief Accounting Officer. These shares will vest in three equal annual installments beginning on May 22, 2026. Pursuant to the terms of Ms. Fischer’s employment agreement, in connection with her hiring as our Chief Operating Officer, the compensation committee granted Ms. Fischer awards of 5,978 and 2,927 restricted shares of our common stock on October 18, 2024, and December 31, 2024, respectively. The shares awarded in October 2024 will vest in their entirety on October 18, 2025, and the shares awarded in December 2024 will vest in two equal installments on December 31, 2027 and December 31, 2029.

  13. Compensation Discussion and Analysis

    Finally, pursuant to the terms of Mr. Collins’ employment agreement, in connection with his hiring as our Chief Financial Officer, the compensation committee granted Mr. Collins awards of 6,145 restricted shares of our common stock and a stock option representing 11,880 shares of our common stock on June 5, 2025. The restricted shares will vest in three equal annual installments beginning on June 5, 2026, and the stock option will vest in five equal annual installments beginning on June 5, 2026, with an exercise price of $51.95 per share. The compensation committee will continue to evaluate the Company’s performance and overall executive compensation program and expects at an appropriate time in the future to grant additional equity awards to our named executive officers as part of our strategy of providing meaningful long-term performance-based incentives for our management team in order to more closely align management’s interest with the interests of our stockholders. Perquisites and Personal Benefits Our named executive officers receive additional compensation consistent with our philosophy of hiring and retaining key personnel. Such perquisites include executive health insurance, automobile allowances, club dues and matching contributions to our 401(k) plan. In addition, upon the hiring of new executive officers, the Company may reimburse the executive for their expenses to relocate their residence to the local area of the Company’s headquarters from their prior residence location. Ms. Fischer received such payments during fiscal year 2025. See “Executive Compensation – Summary Compensation Table for Fiscal Years 2024, 2023 and 2022” for the aggregate incremental cost to us of such benefits. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended, referred to in this proxy statement as the Code, generally limits the deductibility of compensation paid to our named executive officers to $1 million during any fiscal year. Historically, Section 162(m) has not been a material consideration for our compensation committee due to the levels and types of compensation paid to our named executive officers. The compensation committee considers the potential consequences of the deduction limitation of Section 162(m) in relation to our compensation arrangements and may structure our compensation arrangements for our executive officers in order to avoid the deduction limitation of Section 162(m). However, the compensation committee considers many factors when designing its compensation arrangements in addition to the deductibility of the compensation and maintains the flexibility to grant awards or pay compensation amounts that are non-deductible if they believe it is in the best interest of our Company and our stockholders. Accounting for Stock-Based Compensation Stock-based compensation expense is computed in accordance with accounting rules that are a part of GAAP as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The expense related to equity compensation has been and will continue to be a material consideration in our overall compensation program. Stock Ownership Guidelines The Company’s board of directors has adopted stock ownership guidelines for the named executive officers. Our current stock ownership guidelines for our named executive officers are as follows:

  14. Compensation Discussion and Analysis

    The executive officers are expected to meet the applicable target multiple within five years after first becoming subject to the guidelines and are expected to continuously own sufficient shares to meet the applicable guideline once attained. Executives who fall below the guidelines may exercise non-qualified stock options in a cashless net exercise but must hold the net shares acquired until such time that the guideline is met and must continue to hold the number of shares necessary to maintain compliance with the guideline. As of July 31, 2025, each of our named executive officers currently meets his or her applicable guideline or is within the applicable transition period. For purposes of the guidelines, ownership includes shares owned directly, unvested restricted shares subject to time-based vesting, and shares held in Company stock ownership plans or other Company benefit plans. Anti-Hedging and Pledging The Company’s Insider Trading Policy prohibits directors, executive officers, and certain employees from engaging in any hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving Company securities that allow the individual to lock in some or all of the value of his or her stock holdings. The policy also prohibits short sales of the Company’s securities and trading in puts, calls or other derivative securities. The Company believes these types of transactions are contrary to the interests of its stockholders and to the long-term performance of the Company. The Company’s Insider Trading Policy also prohibits insiders from holding Company securities in a margin account or pledging such securities as collateral for a loan. However, exceptions may be granted in certain limited circumstances for pledges of securities held by funds or in accounts over which the insider does not exercise investment control and for pledges of Company securities as collateral for a loan (but not for margin debt) if the person pledging shares is unaware of material nonpublic information at the time the pledge is entered into and demonstrates the financial capacity to repay the loan without resort to the pledged securities.

  15. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    Summary Compensation Table for Fiscal Years 2025, 2024, and 2023 The following table provides certain information concerning compensation earned for services rendered in all capacities by the persons who served as our named executive officers during the fiscal years ended April 30, 2025, 2024 and 2023.

  16. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Option Awards1 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | (j) | | Douglas W. Campbell, | 2025 | $800,000 | $- | $- | $- | $700,797 | $- | $52,716 | 3 | $1,553,513 | | President, Chief | 2024 | $730,769 | $- | $2,980,987 | $4,194,089 | $460,000 | $- | $80,990 | | $8,446,435 | | Executive Officer2 | 2023 | $375,000 | $500,000 | $1,223,600 | $2,484,000 | $92,000 | $- | $57,946 | | $4,732,546 | | Vickie D. Judy, | 2025 | $442,000 | $- | $152,942 | $- | $287,652 | $- | $38,049 | 5 | $920,643 | | Former Chief Financial | 2024 | $429,238 | $- | $- | $- | $152,490 | $- | $51,511 | | $633,239 | | Officer4 | 2023 | $400,000 | $- | $- | $- | $64,000 | $- | $51,751 | | $515,751 | | Jamie Z. Fischer, | 2025 | $218,462 | $100,000 | $400,009 | $- | $240,563 | $- | $92,014 | 7 | $1,051,048 | | Chief Operating Officer6 | | | | | | | | | | |

  17. Summary Compensation Table for Fiscal Years 2025, 2024, and 2023

    _________________ 1.In accordance with SEC rules, the amounts shown reflect the grant date fair value of the awards calculated pursuant to Financial Accounting Standards Board Codification (ASC) 718, Compensation – Stock compensation. Refer to “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note K: Stock-Based Compensation Plans” included in our Annual Report on Form 10-K filed on August 8, 2025 for the relevant assumptions used to determine the valuation of our option awards. Performance based awards are reflected assuming the performance criteria are met and awards become 100% vested. 2.Mr. Campbell was appointed Chief Executive Officer of the Company, effective October 1, 2023. 3.For fiscal year 2025, Mr. Campbell’s all other compensation included – $9,055 for use of company automobile, $12,088 for matching contributions to our 401(k) plan, $478 for insurance premiums, and $31,095 for premiums and claims paid by the Company under our executive health insurance plan. 4.Ms. Judy transitioned to the role of Chief Accounting Officer of the Company, effective May 12, 2025. 5.For fiscal year 2025, Ms. Judy’s all other compensation included –– $6,881 for use of company automobile, $10,860 for matching contributions to our 401(k) plan, $1,369 for insurance premiums, and $18,939 for premiums and claims paid by the Company under our executive health insurance plan. 6.Ms. Fischer was appointed Chief Operating Officer of the Company, effective October 7, 2024. 7.For fiscal year 2025, Ms. Fischer’s all other compensation included – $3,705 for use of company automobile, $73,229 for relocation costs, and $15,080 for premiums and claims paid by the Company under our executive health insurance plan. Our named executive officers are entitled to all benefits generally made available to our employees, including the eligibility to participate in our 401(k) plan. Our 401(k) plan is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Code. In general, all of our employees who are at least 21 years of age are eligible to participate in our 401(k) plan immediately upon hire. Our 401(k) plan includes a salary deferral arrangement pursuant to which the participants may contribute up to the maximum amount permitted by the Code. We may make both matching and additional contributions, subject to certain Code limitations, at the discretion of our board of directors. A separate account is maintained for each participant in our 401(k) plan. The portion of a participant’s account attributable to his or her own contributions is 100% vested. Distributions from our 401(k) plan may be made in the form of a lump sum cash payment or, for required minimum distributions, in installment payments.

  18. Grants of Plan-Based Awards during Fiscal Year 2025

    Grants of Plan-Based Awards during Fiscal Year 2025 The following table provides certain information concerning the grants of plan-based awards for each named executive officer during fiscal year 2025.

  19. Grants of Plan-Based Awards during Fiscal Year 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards2 ($) | | Name | Grant Date | Threshold ($)1 | Target ($)1 | Maximum ($)1 | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Douglas W. Campbell | - | 100,000 | 1,000,000 | 1,200,000 | - | - | - | - | - | - | - | | Vickie D. Judy | - | 44,200 | 442,000 | 530,400 | - | - | - | - | - | - | - | | | 6/24/2024 | - | - | - | - | - | - | 2,594 | | - | 152,942 | | Jamie Z. Fischer | - | 225,753 | 225,753 | 270,904 | - | - | - | - | - | - | - | | | 10/18/2024 | - | - | - | - | - | - | 5,978 | - | - | 250,000 | | | 12/31/2024 | - | - | - | - | - | - | 2,927 | - | - | 150,009 |

  20. Grants of Plan-Based Awards during Fiscal Year 2025

    _________________ 1 These amounts represent the threshold, target and maximum amounts of possible cash incentive bonus payments to the named executive officer for fiscal 2025 based upon attainment of certain Company EVA, SG&A expense, net customer growth and average dollars collected per customer targets for fiscal year 2025 and an individual performance component pursuant to the named executive officers’ short-term incentive plan. See “Executive Compensation – Compensation Discussion and Analysis – Short-Term Incentive Compensation” for additional information regarding these possible cash incentive bonus payments. The threshold amounts for Mr. Campbell and Ms. Judy assume that the threshold performance level (representing 50% of target bonus amount for each metric) was met for only one of the four Company performance metrics (representing 20% of the total target bonus amount) and that no bonus was awarded under the individual performance component. The threshold and target amounts for Ms. Fischer, based on the terms of her employment agreement, represent 100% of her target bonus amount, and the maximum amount represents 120% of her target bonus amount, in each case prorated for the number of days she was employed during the fiscal year. The actual cash incentive bonus payments earned are reported in the Summary Compensation Table on page 27 of this proxy statement. 2 In accordance with SEC rules, the amounts shown reflect grant date fair value of the awards calculated pursuant to Financial Accounting Standards Board Codification (ASC) 718, Compensation – Stock compensation. Refer to “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note K: Stock-Based Compensation Plans” included in our Annual Report on Form 10-K filed on August 8, 2025 for the relevant assumptions used to determine the valuation of our option awards. Based on the Company’s actual results achieved, Mr. Campbell and Ms. Judy each earned an annual cash bonus of 59% of the target bonus amount for the SG&A expense metric, 59% for the net customer growth metric, 118% for the average dollars collected per customer, and no bonus for the EVA by dealership metric, with the target bonus for each metric comprising 20% of the executive’s total target bonus amount. In accordance with Ms. Fischer's employment agreement, Ms. Fischer earned an annual cash bonus of 100% of the target bonus amount for the SG&A expense, net customer growth, and EVA by dealership metrics and 118% for the average dollars collected per customer metric. Mr. Campbell and Ms. Fischer also earned 115% and Ms. Judy earned 90% of his or her target bonus amount for the individual performance component of the annual cash bonus award, which represented the remaining 20% of the executive's total target bonus amount. As a group, the bonus amounts earned by our named executive officers represented 74% of the executives’ aggregate target bonus amount. See “Executive Compensation – Compensation Discussion and Analysis – Short-Term Incentive Compensation” for additional information regarding the STI Plan. The 2,594 restricted shares granted to Ms. Judy vest in three equal annual installments beginning on June 24, 2025 and each of the following two years. The 5,978 restricted shares granted to Ms. Fischer vest on October 18, 2025 and the 2,927 restricted shares vest in two equal installments on December 31, 2027 and 2029. See “Employment Agreement and Related Compensation” of this proxy statement for additional information.

  21. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides certain information concerning the outstanding equity awards for each named executive officer as of April 30, 2025.

  22. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Option Awards | | | | | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | | (d) | | (e) | (f) | (g) | | (h) | | (i) | (j) | | Douglas W. Campbell | 30,000 | | | | | 61.02 | 10/3/2032 | | | | | | | | | | 45,000 | 1 | | | 61.02 | 10/3/2032 | | | | | | | | | | | | 162,486 | 2 | 70.57 | 1/25/2034 | | | | | | | | | | | | | | | | 31,741 | 3 | 1,505,158 | 4 | | | | Vickie D. Judy | 40,000 | | | | | 109.06 | 12/30/2029 | | | | | | | | | | | | | | | | 10,000 | 5 | 474,200 | 4 | | | | | | | | | | | | 2,594 | 6 | 123,007 | 4 | | | | Jamie Z. Fischer | | | | | | | | 5,978 | 7 | 283,477 | 4 | | | | | | | | | | | | 2,927 | 8 | 138,798 | 4 | | |

  23. Outstanding Equity Awards at 2025 Fiscal Year-End

    ____________________ 1 These options will vest in four equal annual installments beginning on October 3, 2025. 2 These options will vest on December 19, 2026, subject to performance conditions. 3 These restricted shares will vest in two installments of 15,871 on September 30, 2025 and 15,870 on September 30, 2026. 4 Fair value was calculated by using the closing market price of our common stock on April 30, 2025 of $47.42. 5 These restricted shares will “cliff” vest on March 1, 2028. 6 These restricted shares will vest in three installments of 865 on June 24, 2025, 865 on June 24, 2026 and 864 on June 24, 2027. 7 These restricted shares will “cliff” vest on October 18, 2025. 8 These restricted shares will vest in two installments of 1,464 on December 31, 2027 and 1,463 on December 31, 2029.

  24. Option Exercises and Stock Vested during Fiscal Year 2025

    Option Exercises and Stock Vested during Fiscal Year 2025 The following table provides certain information concerning the option exercises and restricted stock awards vested for each named executive officer during the fiscal year ended April 30, 2025.

  25. Option Exercises and Stock Vested during Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | | (e) | | Douglas W. Campbell | - | - | 15,871 | 1 | 665,312 | | | - | - | 10,000 | 2 | 404,700 | | Vickie D. Judy | - | - | - | | - | | Jamie Z. Fischer | - | - | - | | - |

  26. Option Exercises and Stock Vested during Fiscal Year 2025

    ____________________ 1 Includes 6,515 shares forfeited to pay tax withholding pursuant to a net settlement arrangement. 2 Includes 2,825 shares forfeited to pay tax withholding pursuant to a net settlement arrangement.

  27. Payments Upon Termination of Employment or Change in Control

    Payments Upon Termination of Employment or Change in Control The following narrative discusses potential payments to which Mr. Campbell, Ms. Judy, and Ms. Fischer would be entitled upon termination of their employment with the Company or to which they would be entitled in connection with a change in control of the Company, and the table below quantifies the payments to which Mr. Campbell, Ms. Judy, and Ms. Fischer would have been entitled had their employment been terminated or had a change in control of the Company occurred as of April 30, 2025. Termination Not Involving a Change in Control Douglas W. Campbell. Pursuant to his amended employment agreement, if the Company terminates Mr. Campbell without cause at any time or determines not to renew the employment agreement upon the expiration of its then current term or if Mr. Campbell terminates the employment agreement for good reason (as defined in the agreement), Mr. Campbell will be entitled to receive equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to 24 months of his base salary for the year in which the termination occurs. Such installment payments will commence within 30 days following the termination date. If Mr. Campbell’s employment is terminated due to disability, he will be entitled to receive, commencing within 60 days after termination, an amount equal to 12 months of his base salary then in effect, plus the pro rata portion of any annual bonus earned, as determined by the compensation committee, through the date of disability, based on the achievement of performance goals, less any amounts payable to Mr. Campbell under the Company’s disability insurance policy. If Mr. Campbell’s employment is terminated due to his death, his estate will be entitled to receive, within 60 days after his death or as soon thereafter as practicable, his base salary then in effect through the end of the calendar month in which his death occurs, plus the pro rata portion of any bonus earned, as determined by the compensation committee, through the date of death, based on the achievement of performance goals. In addition, upon Mr. Campbell’s termination without cause or due to the Company’s non-renewal of the employment agreement at the expiration of its then current term, his resignation for good reason or his death or disability, all of his unvested stock options granted in October 2022 and all of his unvested shares of restricted stock granted in January 2024 will immediately vest in full. Any outstanding and unvested performance-vesting equity awards, including his unvested stock options granted in January 2024, will be subject to pro rata vesting based on his duration with the Company in relation to each equity award and, on that basis, become fully vested to the extent that the terms and performance conditions applicable to such award have been met. Any future outstanding and unvested time-vesting equity awards, which are scheduled to vest less than 12 months following the date of termination of his employment will vest in full. If Mr. Campbell resigns, other than for good reason, or is terminated for cause (as defined in the employment agreement), the Company would have no obligation to pay base salary or benefits beyond the last day worked, and any unvested shares of restricted stock or stock options would be forfeited. Vickie D. Judy. Because we do not have an employment agreement with Ms. Judy, in the event her employment is terminated for any reason, the Company would have no obligation to pay base salary or benefits beyond the last day worked. However, if her employment is terminated due to her death or disability, a portion of her unvested shares of restricted stock will become fully vested as of the date of her death or termination due to disability. Jamie Z. Fischer. Pursuant to her employment agreement, if the Company terminates Ms. Fischer without cause (as defined in the agreement) at any time or if Ms. Fischer terminates the employment agreement for good reason (as defined in the agreement), Ms. Fischer will be offered a separation agreement pursuant to which she will be eligible to receive severance benefits equal to twelve months of her base salary in effect at the time of such termination. In the event her employment is terminated for any other reason not in connection with a change in control of the Company, the Company would have no obligation to pay base salary or benefits beyond the last day worked, and any unvested shares of restricted stock outstanding on the date of termination would be forfeited. Termination in Connection with a Change in Control Certain of our executive compensation plans and agreements, including our employment agreements with Mr. Campbell and Ms. Fischer, our change in control agreement with Ms. Judy, our 2024 Plan, our Restated Option Plan and certain of our restricted stock agreements for shares granted under our Restated Incentive Plan, contain provisions (collectively, referred to in this proxy statement as the Change in Control Provisions) entitling our executives to certain benefits upon the occurrence of certain events involving a change in control of the Company. Payments to our named executive officers under these Change in Control Provisions are triggered upon an involuntary termination of the executive’s employment, or a voluntary termination of employment by the executive for good reason (as defined in the Change in Control Provisions), in connection with a change in control of the Company (sometimes referred to as a double trigger event). Under the Change in Control Provisions, a “change in control” generally means the following: •the acquisition by an individual, entity or group (within the meaning of Section 409A of the Code) of ownership of our stock that, together with stock held by such person, constitutes more than 50% of the total fair market value or total voting power of our stock; •the acquisition by an individual, entity or group (within the meaning of Section 409A of the Code) during the twelve-month period ending on the date of the most recent acquisition by such person of ownership of our stock possessing 35% or more of the total voting power of our stock; •the replacement of a majority of the members of our board of directors during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of our board of directors prior to the date of the appointment or election; or •the acquisition by an individual, entity or group (within the meaning of Section 409A of the Code) during the twelve-month period ending on the date of the most recent acquisition by such person of our assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of our assets immediately prior to such acquisition. If the executive terminates his or her employment for good reason or the Company or our operating subsidiary (or the surviving or acquiring entity, as the case may be) terminates his or her employment other than for cause, in each case within six months before or 24 months (12 months under Ms. Fischer's employment agreement) after a change in control: •we must pay each of our named executive officers a lump sum cash payment equal to 12 months (24 months for Ms. Judy) of his or her then current base salary and all unvested restricted stock and stock options previously granted vest in full, without regard to the achievement of any applicable performance goals, unless otherwise prohibited by the applicable equity compensation plans and award agreements;

  28. Payments Upon Termination of Employment or Change in Control

    •under the Restated Option Plan, all unvested stock options previously granted to plan participants will vest in full, without regard to the achievement of any applicable performance goals, unless otherwise prohibited by the applicable stock option agreements or the participant’s employment agreement; and •under certain of our restricted stock award agreements, all unvested shares of restricted stock subject to such agreements held by the participant on the date of the double trigger event will automatically become fully vested. Such payments are referred to in this proxy statement as change in control payments. For purposes of the Change in Control Provisions, a termination for “cause” generally consists of a breach, willful failure to perform duties, gross negligence or wrongdoing by the executive officer. “Good reason” generally means the executive’s resignation within 30 days after the occurrence of any of the following events: •a significant reduction of the executive’s duties, authority, responsibilities, or reporting relationships or the assignment to him or her of such reduced duties, authority, responsibilities, or reporting relationships, without his or her written consent; provided, however, that the change in control is not, in and of itself, a material adverse change in the executive’s duties, authority, responsibilities or reporting relationships; •a material reduction in the executive’s base salary, bonus structure or benefits, with the result that the executive’s overall benefits package is significantly reduced; or •the relocation of the executive’s principal work location to a facility or a location more than 50 miles from his or her then present principal work location, without his or her written consent. In addition, “good reason,” as defined in Mr. Campbell’s employment agreement, also includes his no longer having the title of President and Chief Executive Officer, no longer being elected to the Company’s board of directors, and any material breach by the Company of the terms of his employment agreement. If, within six months prior to the change in control, we terminate Mr. Campbell, Ms. Judy or Ms. Fischer without cause, then, for purposes of his or her change in control payments, he or she will be treated as being employed on the date the change in control becomes effective. In such case, Mr. Campbell and Ms. Fischer will be entitled to receive any additional payments or benefits to which he would otherwise be entitled in the event his employment is terminated by the Company without cause. Under the terms of the employment agreement and the change in control agreement, in the event the change in control payments and any other payments to which the executive officer may be entitled in connection with the change in control of the Company equal or exceed in the aggregate three times the “base amount” (as defined by Section 280G of the Code) with respect to his or her compensation, which would result in excise taxes being owed by him or her under Section 4999 of the Code and the loss of a tax deduction by the Company under Section 280G of the Code for the excess payment above the base amount, the Company and the executive officer agree to retain an independent accounting firm to evaluate whether he or she would be better off by receiving the full change in control payments and paying the excise tax or by the Company reducing the aggregate payment amount so that it would not be subject to excise taxes under Section 4999 of the Code. Based on the accountant’s finding that the executive officer would be better off receiving the full payment amount and paying the required excise taxes, no change will be made in the change in control payments and the Company will forego its deduction for the amount of such payments above the base amount. Based on the accountant’s finding that the executive officer would be better off receiving the reduced change in control payments and not being subject to excise tax, the change in control payments will be reduced to an aggregate amount that does not equal or exceed three times the base amount and the Company will retain its eligibility to deduct the amount actually paid. If the executive officer is a “specified employee” within the meaning of Section 409A of the Code, any benefits or payments that constitute a “deferral of compensation” under the Section 409A of the Code that become payable as a result of his or her termination for reasons other than death, and become due under the employment agreement during the first six months after termination of employment, will be delayed and all such delayed payments will be paid to the executive officer in full in the seventh month after the date of termination and all subsequent payments, if any, will be paid in accordance with their original payment schedule. These employment and change in control agreements also each contain an agreement not to compete and a covenant against the solicitation of employees and customers for the term of the executive’s employment and a period of two years for Ms. Judy and one year for Mr. Campbell and Ms. Fischer thereafter, provisions against the use and disclosure of trade secrets and other confidential information for the term of employment and an indefinite period thereafter, non-disparagement terms and certain other customary covenants and restrictions. The executive’s receipt of the change in control payments is subject to his or her timely execution and non-revocation of a customary release of claims. Table of Payments Upon Termination of Employment or Change in Control The following table summarizes the estimated payments to be made to each named executive officer upon the termination of the named executive officer’s employment or in connection with a change in control of the Company, as applicable. In accordance with SEC regulations, the table assumes that the termination or change in control occurred on April 30, 2025, and the value applied to the shares of common stock is $47.42 per share based on the closing market price as reported on that date.

  29. Payments Upon Termination of Employment or Change in Control

    | Name | Type of Compensation | Death | Disability | Termination Other Than for Cause | Other Termination(1) | Change in Control(2) | | Douglas W. Campbell | Cash | $- | $800,000 | $1,600,000 | $- | $800,000 | | | Stock Options(3) | - | - | - | - | - | | | Restricted Shares | 2,453,558 | 2,453,558 | 2,453,558 | - | 2,453,558 | | | Total | $2,453,558 | $3,253,558 | $4,053,558 | $- | $3,253,558 | | Vickie D. Judy | Cash | $- | $- | $- | $- | $884,000 | | | Restricted Shares | 597,207 | 597,207 | 597,207 | - | 597,207 | | | Total | $597,207 | $597,207 | $597,207 | $- | $1,481,207 | | Jamie Z. Fischer | Cash | $- | $- | $400,000 | $- | $400,000 | | | Restricted Shares | - | - | - | - | - | | | Total | $- | $- | $400,000 | $- | $400,000 |

  30. Payments Upon Termination of Employment or Change in Control

    1 Includes, without limitation, termination for cause, voluntary resignation or retirement. 2 Assumes the double trigger event occurred on April 30, 2025 and that the total amounts due to the executive officer do not exceed the limits imposed by Section 280G of the Code or that the executive officer would be better off receiving the full payment amount and paying the required excise taxes. 3 Assumes the immediate vesting of all unvested stock options. No value is assigned to stock options which have an exercise price that exceeds the closing price of our common stock as reported on April 30, 2025, referred to as “underwater” stock options. At April 30, 2025, Mr. Campbell had 207,486 unvested underwater stock options that would have vested upon the triggering event. Ms. Judy and Ms. Fischer did not have any unvested stock options at April 30, 2025.

  31. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The following information about the relationship between the compensation of our associates and the compensation of our Chief Executive Officer is provided in compliance with the requirements of Item 402(u) of Regulation S-K under the Exchange Act (“Item 402(u)”). In fiscal year 2025, the estimated median of the annual total compensation of our associates, excluding our Chief Executive Officer, Mr. Campbell, was $52,747. Our Chief Executive Officer’s annual total compensation for fiscal year 2025 was $1,553,513. The resulting estimated ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all associates was 29 to 1. Item 402(u) requires us to identify the Company’s “median employee” once every three years, unless a change in employee population or compensation arrangements is likely to result in a significant change in our CEO pay ratio disclosures. The Company determined that no such change has occurred since we identified the Company’s median employee in fiscal 2023. In fiscal 2023, we took the following steps in identifying the median of the annual compensation of all our associates. We determined that as of April 30, 2023, we employed 4,106 associates, all located in the United States. This number included all the individuals determined to be employees for federal tax purposes during the year, whether full-time, part-time, seasonal, or temporary. We determined the median associate by conducting a full analysis of this employee population using total pay, which included regular wages, overtime, bonuses, commissions and any other taxable income. For full-time associates that were not employed for the whole year, regular wages were annualized. For part-time associates that were not employed for the whole year, we calculated the average hours worked per week for each associate, and annualized regular wages based on a 52-week fiscal year. No adjustments were made for seasonal or temporary associates. The resulting pay ratio for fiscal year 2025 was calculated in a manner consistent with Item 402(u) and we believe it constitutes a reasonable estimate. However, as contemplated by Item 402(u), we relied on methods and assumptions that we determined to be appropriate for calculating the Company’s pay ratio. Other public companies will use methods and assumptions that differ from the ones we chose but are appropriate for their circumstances. It may therefore be difficult to compare our reported pay ratio to pay ratios reported by other companies.

  32. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The amounts reported in the table below as “compensation actually paid” have been prepared in accordance with Item 402(v) of Regulation S-K. The compensation committee did not specifically consider the compensation actually paid amounts when determining named executive officer compensation for fiscal years 2021 through 2025. For a discussion of how the compensation committee seeks to align pay with performance when making executive compensation decisions, see “Executive Compensation - Compensation Discussion and Analysis” beginning on page 19 of this proxy statement. Pay Versus Performance Table

  33. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for Current PEO (a) ($) | | Summary Compensation Table Total for Former PEO (a) ($) | | Compensation Actually Paid to Current PEO (a) (b) (c) ($) | | Compensation Actually Paid to Former PEO (a) (b) (c) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs (a) ($) | | Average Compensation Actually Paid to Non-PEO NEOs (a)(b) (c) ($) | | Value of Initial Fixed $100 Investment Based On: (d) | | | | Net Income (loss) (in millions) | | SG&A per Average Customer (e) | | | | | | | | | | | | | | | | Total Shareholder Return ($) | | Peer Group Total Shareholder Return ($) | | | | | | | 2025 | | 1,553,513 | N/A | | | (145,647) | N/A | | | 991,226 | | 880,744 | | 71.9 | | 274.2 | | 17.9 | | 1,823 | | 2024 | | 8,446,835 | | 1,156,721 | | 2,889,896 | | 1,072,413 | | 633,239 | | 149,988 | | 86.8 | | 248.6 | | (31.4) | | 1,735 | | 2023 | N/A | | | 928,554 | N/A | | | 683,679 | | 1,918,019 | | 2,676,532 | | 121.9 | | 200.6 | | 20.4 | | 1,778 | | 2022 | N/A | | | 948,093 | N/A | | | (12,096,573) | | 523,772 | | (2,611,365) | | 122.6 | | 174.5 | | 95.0 | | 1,672 | | 2021 | N/A | | | 797,506 | N/A | | | 17,578,077 | | 440,770 | | 4,752,059 | | 228.7 | | 199.1 | | 104.8 | | 1,541 |

  34. Pay Versus Performance

    (a) Douglas W. Campbell was our PEO for fiscal years 2025 and 2024 beginning October 1, 2023. Jeffrey A. Williams was our PEO for fiscal years 2021 through 2024 ending September 30, 2024. Mr. Williams served as Chief Executive Officer Emeritus for the remainder of fiscal year 2024. The non-PEO NEOs reflected in the tabular disclosure above represent the following individuals:

  35. Pay Versus Performance

    | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 | | Vickie D. Judy | Vickie D. Judy | Vickie D. Judy | Vickie D. Judy | Vickie D. Judy | | Leonard L. Walthall | Leonard L. Walthall | Douglas W. Campbell | | Jamie Z. Fischer | | | | Leonard L. Walthall | | |

  36. Pay Versus Performance

    (b) The amounts reported in this column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the amounts reported in the total compensation column of the Summary Compensation Table on page 27 of this proxy statement, with certain adjustments as described in footnote (c) below. (c) Compensation actually paid (“CAP”) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth in the tables below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts reported in the “Exclusion of Stock Awards” and “Option Awards” columns of the following tables are the totals (or, in the case of the Non-PEO NEOs, the average of the totals) from the “Stock Awards” and “Option Awards” columns set forth in the Summary Compensation Table (“SCT”). Amounts in the “Inclusion of Stock Awards and Option Awards” columns are calculated in accordance with Item 402(v) of Regulation S-K. PEO SCT Total to CAP Reconciliation

  37. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for Current PEO | | Exclusion of Change in Pension Value for Current PEO | | Exclusion of Stock Awards and Option Awards for Current PEO | | Inclusion of Equity Values for Current PEO | | Compensation Actually Paid to Current PEO | | | 2025 | | 1,553,513 | | - | | - | | (1,699,160) | | (145,647) | | 2024 | | 8,446,835 | | - | | (7,135,076) | | 1,618,137 | | 2,889,896 | | 2023 | N/A | | N/A | | N/A | | N/A | | N/A | | | 2022 | N/A | | N/A | | N/A | | N/A | | N/A | | | 2021 | N/A | | N/A | | N/A | | N/A | | N/A | |

  38. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for Former PEO | | Exclusion of Change in Pension Value for Former PEO | | Exclusion of Stock Awards and Option Awards for Former PEO | | Inclusion of Equity Values for Former PEO | | Compensation Actually Paid to Former PEO | | | 2025 | N/A | | N/A | | N/A | | N/A | | N/A | | | 2024 | | 1,156,721 | | - | | - | | (84,309) | | 1,072,413 | | 2023 | | 928,554 | | - | | - | | (244,875) | | 683,679 | | 2022 | | 948,093 | | - | | - | | (13,044,666) | | (12,096,573) | | 2021 | | 797,506 | | - | | - | | 16,780,571 | | 17,578,077 |

  39. Pay Versus Performance

    Average Non-PEO NEOs SCT Total to CAP Reconciliation

  40. Pay Versus Performance

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs | | Average Exclusion of Change in Pension Value for Non-PEO NEOs | | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | | Average Inclusion of Equity Values for Non-PEO NEOs | | Average Compensation Actually Paid to Non-PEO NEOs | | | 2025 | | 991,226 | | - | | (275,005) | | 164,523 | | 880,744 | | 2024 | | 633,239 | | - | | - | | (483,251) | | 149,988 | | 2023 | | 1,918,019 | | - | | (1,235,867) | | 1,994,380 | | 2,676,532 | | 2022 | | 523,772 | | - | | - | | (3,135,136) | | (2,611,365) | | 2021 | | 440,770 | | - | | - | | 4,311,289 | | 4,752,059 |

  41. Pay Versus Performance

    The amounts reported in the “Inclusion of Equity Values” columns in the tables above are derived from the amounts set forth in the following tables: Inclusion of Equity Values for PEOs

  42. Pay Versus Performance

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Current PEO | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Current PEO | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Current PEO | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Current PEO | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Current PEO | | Total - Inclusion of Equity Values for Current PEO | | | 2025 | | - | | (971,772) | | - | | (727,388) | | - | | (1,699,160) | | 2024 | | 2,782,921 | | (1,442,693) | | - | | 277,909 | | - | | 1,618,137 | | 2023 | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | | 2022 | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | | 2021 | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | |

  43. Pay Versus Performance

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Former PEO | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Former PEO | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Former PEO | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Former PEO | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Former PEO | | Total - Inclusion of Equity Values for Former PEO | | | 2025 | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | | 2024 | | - | | (411,470) | | - | | 327,162 | | — | | (84,309) | | 2023 | | - | | (103,106) | | - | | (141,769) | | — | | (244,875) | | 2022 | | - | | (12,105,106) | | - | | (939,560) | | — | | (13,044,666) | | 2021 | | - | | 16,034,174 | | - | | 746,397 | | — | | 16,780,571 |

  44. Pay Versus Performance

    Average Inclusion of Equity Values for Non-PEO NEOs

  45. Pay Versus Performance

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Non-PEO NEOs | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Non-PEO NEOs | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | | 2025 | | 272,641 | | (55,150) | | - | | (52,968) | | - | | 164,523 | | 2024 | | - | | (425,135) | | - | | (58,116) | | - | | (483,251) | | 2023 | | 2,049,466 | | (7,384) | | - | | (47,703) | | - | | 1,994,380 | | 2022 | | - | | (2,665,356) | | - | | (469,780) | | - | | (3,135,136) | | 2021 | | - | | 3,938,090 | | - | | 373,199 | | - | | 4,311,289 |

  46. Pay Versus Performance

    (d) The amounts set forth in the “Peer Group Total Shareholder Return” column of the Pay Versus Performance Table are based on a customized peer group made up of automotive dealership companies composed of the common stock of Asbury Automotive Group, Inc.; AutoNation, Inc.; CarMax, Inc.; Copart, Inc.; Group 1 Automotive, Inc.; Lithia Motors, Inc.; Penske Automotive Group, Inc.; Rush Enterprises, Inc.; and Sonic Automotive, Inc. for the period of five fiscal years commencing on May 1, 2020 and ending on April 30, 2025. We utilized this peer group in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended April 30, 2025. The comparison assumes $100 was invested for the period starting May 1, 2020, through the end of the listed year in the Company and in the weighted average of the peer group above, respectively. Historical stock performance is not necessarily indicative of future stock performance. (e) We determined selling, general and administrative (“SG&A”) expense per average customer to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEO and Non-PEO NEOs for our fiscal year ended April 30, 2025. SG&A expense per average customer is computed by dividing year to date selling, general and administrative expense by the average number of active customer accounts during the period. SG&A expense per average customer may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important in future years.

  47. Relationships Between Data in the Pay Versus Performance Table

    Relationships Between Data in the Pay Versus Performance Table Description of Relationship between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following charts set forth the relationship between (i) the Company’s cumulative TSR over the five most recently completed fiscal years and the peer group cumulative TSR (“PTSR”) over the same period, and (ii) the compensation actually paid to our PEO and the average of compensation actually paid to our Non-PEO NEOs. Description of Relationship between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between (i) the Company’s net income in each of the five most recently completed fiscal years, and (ii) the compensation actually paid to our PEO and the average of compensation actually paid to our Non-PEO NEOs. The following chart sets forth the relationship between (i) our selling, general and administrative expense per average customer during each of the five most recently completed fiscal years, and (ii) the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs.