What changed in this filing

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Item 9A. Controls and Procedures

2024-05-23 compared with 2023-06-01 · 40 added, 39 removed, 188 unchanged (30% of the section changed)

3 unchanged sentences

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management Report on Internal Control Over Financial Reporting

21 unchanged sentences

Other Information

During the quarter ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted , modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Information contained under the captions “Proposal 1 - Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in the Proxy Statement is incorporated herein by reference in response to this Item 10.

Information contained under the captions “Proposal 1 - Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” (if any) in the Proxy Statement is incorporated herein by reference in response to this Item 10.

The information in response to this Item 10 regarding the executive officers of the Company is contained in Item 1, Part I hereof under the caption “Information about our Executive Officers.”

Insider Trading Policies and Procedures

Under United States securities laws, it is a crime to buy or sell securities of a company (including stocks or bonds) while in possession of material, non-public information about the company.

Furthermore, it is a crime to pass on such information to others who use it for personal profit if the information was obtained in the course of one’s employment and disclosure violates a duty (of confidentiality or otherwise) owed to the employer.

Corporations and “controlling persons” can also be criminally liable unless they take precautions to prevent violations of these laws.

The Company maintains an Insider Trading Policy (the “Policy”) as part of its efforts to ensure compliance with these laws.

If a director, officer or any employee has material non-public information relating to the Company, the Policy, consistent with the law, requires that neither that person nor any related person may buy or sell securities of the Company or engage in any other action to take advantage of that information or to pass it on to others.

The Policy also applies to information obtained in the course of employment relating to any other company, including customers, suppliers or other companies with whom the Company is considering a transaction.

There are no exceptions for transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure).

To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result, for example, where any director, officer or other employee engages in a trade while unaware of a pending major development), the Policy provides that:

• Except as otherwise set forth below with respect to Rule 10b5-1 Plans, all transactions in Company securities (acquisitions, dispositions, transfers, etc.) and any plans related thereto by "Insiders" (as defined in the Policy) must be pre-cleared by the Company’s Chief Financial Officer or General Counsel.

• Insiders include all directors and officers, as well as certain other designated employees.

If an employee has not been previously designated as an Insider and the Company determines that he or she is or may become aware of potentially material information nonetheless, such employee will be notified of his or her Insider status and the rules relating to trading by Insiders will apply to such employee until further notice.

• Those persons required to pre-clear transactions should contact the Chief Financial Officer or General Counsel at least two business days in advance of a proposed transaction.

The Chief Financial Officer or General Counsel will make appropriate inquiries, review and, as soon as possible, advise whether or not the Company will permit a transaction under the circumstances.

The Chief Financial Officer or General Counsel is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction, or may approve the transaction in advance of the two business day window, if appropriate review is completed.

• Once pre-cleared, a transaction or Rule 10b5-1 Plan must be initiated within two business days.

If a transaction is not initiated within that period, it cannot thereafter be initiated without a second pre-clearance.

• There will be regular quarterly blackout periods, and may be additional blackout periods instituted by the Company for certain specific events or anticipated announcements, during which transactions in the Company’s stock will not be permitted.

The Policy also contains prohibitions or limitations on certain transactions that could result in actual or apparent conflicts of interest or forced sales during periods when transactions are prohibited, including various derivative transactions, short sales,

hedges, pledges and short-term trading.

This description of the Policy is just a summary and is qualified in its entirety by reference to the full Policy, which is attached as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation

61 unchanged sentences

8-K 10.1 05-06-22

10.12 Declination Letter, dated August 5, 2020, from the U.S.

Department of Justice, Criminal Division, and agreed to by World Acceptance Corporation

8-K 10.1 08-06-20

10.13 Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, dated August 6, 2020, between the U.S.

Securities and Exchange Commission and World Acceptance Corporation

8-K 10.2 08-06-20

Eighth Amendment to Amended and Restated Revolving Credit Facility dated July 27, 2022

N in th Amendment to Amended and Restated Revolving Credit Facility dated November 23 , 2022

10.1 11-23-22

Tenth Amendment to Amended and Restated Revolving Credit Facility dated July 18 , 202 3

10.1 07-18-23

Eleventh Amendment to Amended and Restated Revolving Credit Facility dated November 9 , 202 3

10.1 11-09-23

Twelve Amendment to Amended and Restated Revolving Credit Facility dated February 28 , 202 4

10.1 02-28-24

World Acceptance Corporation Retirement Savings Plan S-8 4.1 10-18-96

23 unchanged sentences

10-Q 10.17 02-01-08

10.27+ First Amendment to the World Acceptance Corporation 2002 Stock Option Plan

10-Q 10.11 02-01-08

World Acceptance Corporation 2008 Stock Option Plan

DEF 14A Appendix B 06-30-05

10.29+ First Amendment to the World Acceptance Corporation 2005 Stock Option Plan

10-Q 10.12 02-01-08

10.30+ World Acceptance Corporation 2008 Stock Option Plan

DEF 14A Appendix A 06-30-08

11 unchanged sentences

8-K 10.6 10-16-18

10.37+ Form of Restricted Stock Award Agreement (Group A)

8-K 99.2 12-10-12

10.38+ Form of Restricted Stock Award Agreement (Group B)

8-K 99.3 12-10-12

10.39+ Form of Executive Restricted Stock Award Agreement (Form A)

8-K 99.2 10-01-15

10.40+ Form of Restricted Stock Award Agreement Amendment

8-K 10.1 03-22-16

10.41+ Form of Executive Restricted Stock Award Agreement (Form B)

10-K 10.41 06-13-18

10.42+ Form of Executive Restricted Stock Award Agreement (Form C)

10-K 10.42 06-13-18

10.43+ Form of Director Restricted Stock Award Agreement (Form A)

10-K 10.43 06-13-18

10.44+ Form of Director Restricted Stock Award Agreement (Form B)

10-K 10.44 06-13-18

Form of Restricted Stock Award (Service-Based) Agreement under the 2011 Plan (Long-Term Incentive Program)

17 unchanged sentences

10-K 10.65 05-24-19

10.54 Eighth Amendment to Amended and Restated Revolving Credit Facility dated July 27, 2022

8-K 10.01 07-27-22

10.55 Ninth Amendment to Amended and Restated Revolving Credit Facility dated November 23, 2022

8-K 10.01 11-23.22

I nsider Trading P olicy

21 Schedule of the Company’s Subsidiaries as of March 31, 2024

4 unchanged sentences

32.02 Section 1350 Certification of Chief Financial Officer

P olicy R elating to Recovery of Erroneously Awarded Compensation

101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, formatted in XBRL:

15 unchanged sentences

Signing on behalf of the registrant and as principal executive officer Signing on behalf of the registrant and as principal financial officer

June 1, 2023 Date:

May 23, 2024 Date:

/s/ Scott McIntyre

5 unchanged sentences

Chairman of the Board of Directors and a Director Director

June 1, 2023 Date:

May 23, 2024 Date:

/s/ Charles D.

2 unchanged sentences

Director Director

June 1, 2023 Date:

May 23, 2024 Date:

/s/ Beth Neuhoff /s/ Benjamin Robinson

Beth Nuehoff Benjamin Robinson

Benjamin Robinson

Director Director

June 1, 2023 Date:

May 23, 2024 Date:

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures