Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
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 quarter ended March 31, 2026 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
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Management assessed our internal control over financial reporting as of March 31, 2026, the end of our fiscal year. Management based its assessment on criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Management’s Report on Internal Control over Financial Reporting is included in Part II, Item 8 of this Form 10-K. We reviewed the results of management’s assessment with the Audit Compliance Committee of our Board of Directors.
Attestation Report of Public Accounting Firm
Our independent registered public accounting firm, RSM US LLP, independently assessed the effectiveness of the Company’s internal control over financial reporting. RSM US LLP has issued an attestation report concurring with management’s assessment, which is included at the end of Part II, Item 8 of this Form 10-K.
Inherent Limitations on Effectiveness of Controls
Our management, including the principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be
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circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Item 9B. Other Information
During the quarter ended March 31, 2026, 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 with respect to executive officers is incorporated by reference to the information presented in the section captioned “Information about our Executive Officers” in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the Company’s fiscal year-end.
Insider Trading Policies and Procedures
We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (which was filed with the SEC on May 23, 2024).
Item 11. Executive Compensation
Information contained under the captions “Corporate Governance,” “Executive Compensation,” “Director Compensation,” and “Compensation Discussion and Analysis” in the Proxy Statement is incorporated herein by reference in response to this Item 11. The “Report of the Compensation Committee” in the Proxy Statement, which shall be deemed furnished, but not filed herewith, is incorporated herein by reference in response to this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
Information contained under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement is incorporated by reference herein in response to this Item 12.
For additional information on our stock option plans, see Note 14 in the Notes to Consolidated Financial Statements for the year ended March 31, 2026.
Item 13. Certain Relationships and Related Transactions and Director Independence
Information contained under the captions “Certain Relationships and Related Person Transactions” and “Corporate Governance” in the Proxy Statement is incorporated by reference in response to this Item 13.
Item 14. Principal Accountant Fees and Services
Information contained under the proposal captioned "Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated by reference in response to this Item 14.
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PART IV.
Item 15. Exhibits and Financial Statement Schedules
(a)(1) The following Consolidated Financial Statements of the Company and Report of Independent Registered Public Accounting Firm are filed as part of this Annual Report under Item 8.
Consolidated Financial Statements:
Consolidated Balance Sheets at March 31, 2026 and 2025
Consolidated Statements of Operations for the fiscal years ended March 31, 2026, 2025, and 2024
Consolidated Statements of Shareholders' Equity for the fiscal years ended March 31, 2026, 2025, and 2024
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2026, 2025, and 2024
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 49 )
(a)(2) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included elsewhere in the Consolidated Financial Statements.
(a)(3) Exhibits
The list of exhibits filed as a part of this Form 10-K is set forth on the Exhibit Index immediately preceding the signatures to this Form 10-K and is incorporated by reference in this Item 15(a)(3).
(b) Exhibits
The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on Form 10-K.
(c) Separate Financial Statements and Schedules
Financial statement schedules have been omitted since the required information is included in our Consolidated Financial
Statements contained in Item 8 of this Annual Report on Form 10-K.
Item 16. Form 10-K Summary
None.
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EXHIBIT INDEX
Exhibit
Number Exhibit Description Filed
Herewith Incorporated by Reference
Form or
Registration
Number Exhibit Filing
Date
3.01 Second Amended and Restated Articles of Incorporation of World Acceptance Corporation, as amended
S-8 3.1 07-29-03
3.02 Eighth Amended and Restated Bylaws of World Acceptance Corporation
10-Q 3.01 11-08-18
4.01 Specimen Share Certificate S-1A 4.1 10-28-91
4.02 Description of Securities
10-K 4.04 05-24-19
10.01+ World Acceptance Corporation Retirement Savings Plan S-8 4.1 10-18-96
10.02+ World Acceptance Corporation Retirement Savings Plan Fifth Amendment
10-Q 10.1 02-02-09
10.03+ World Acceptance Corporation Supplemental Income Plan
10-K 10.7 06-29-00
10.04+ Second Amendment to the World Acceptance Corporation Supplemental Income Plan
10-Q 10.15 02-01-08
10.05+ Second Amended and Restated World Acceptance Corporation 2005 Supplemental Income Plan
10-Q 10.18 02-01-08
10.06+ First Amendment to the Second Amended and Restated World Acceptance Corporation 2005 Supplemental Income Plan
8-K 10.1 04-19-19
10.07+ World Acceptance Corporation 2009 Supplemental Income Plan
10-Q 10.1 08-03-09
10.08+ World Acceptance Corporation Board of Directors Deferred Compensation Plan
10-K 10.6 06-29-00
10.09+ Second Amendment to the World Acceptance Corporation Board of Directors Deferred Compensation Plan (2000)
10-Q 10.13 02-01-08
10.10+ First Amended and Restated World Acceptance Corporation Board of Directors 2005 Deferred Compensation Plan
10-Q 10.16 02-01-08
10.11+ World Acceptance Corporation Executive Deferral Plan
10-K 10.12 06-29-01
10.12+ Second Amendment to the World Acceptance Corporation Executive Deferral Plan
10-Q 10.14 02-01-08
10.13+ First Amended and Restated World Acceptance Corporation 2005 Executive Deferral Plan
10-Q 10.17 02-01-08
10.14+ World Acceptance Corporation 2008 Stock Option Plan
DEF 14A Appendix A 06-30-08
10.15+ Form of Stock Option Agreement (Form A)
8-K 99.1 12-10-12
10.16+ World Acceptance Corporation 2011 Stock Option Plan
DEF 14A Appendix A 06-29-11
10.17+ Form of Stock Option Agreement (Form B)
10-K 10.35 06-13-18
10.18+ Form of Stock Option Agreement (Form C)
10-K 10.36 06-13-18
10.19+ Form of Stock Option Agreement under the 2011 Plan (Long-Term Incentive Program)
8-K 10.5 10-16-18
10.20+ Form of Stock Option Agreement under the 2017 Plan (Long-Term Incentive Program)
8-K 10.6 10-16-18
10.21+ Form of Restricted Stock Award (Service-Based) Agreement under the 2011 Plan (Long-Term Incentive Program)
8-K 10.1 10-16-18
10.22+ Form of Restricted Stock Award Agreement (Service-Based) under the 2017 Plan (Long-Term Incentive Program)
8-K 10.2 10-16-18
10.23+ Form of Restricted Stock Award Agreement (Service- and Performance-Based) under the 2011 Plan (Long-Term Incentive Program)
8-K 10.3 10-16-18
10.24+ Form of Restricted Stock Award Agreement (Service- and Performance-Based) under the 2017 Plan (Long-Term Incentive Program)
8-K 10.4 10-16-18
10.25+ World Acceptance Corporation 2017 Stock Incentive Plan
S-8 99 09-08-17
10.26+ World Acceptance Corporation 2025 Stock Incentive Plan
8-K 10.1 08-22-25
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10.27+ Amended and Restated Employment Agreement, dated as of April 1, 2019, by and between World Acceptance Corporation and John L. Calmes, Jr.
8-K 10.3 04-19-19
10.28+ Employment Agreement, dated as of April 1, 2018, by and between Luke J. Umstetter and World Acceptance Corporation
10-K 10.65 05-24-19
10.29+ Employment Agreement, dated as of February 17, 2026, by and between J. Tobin Turner and World Acceptance Corporation
8-K 10.1 02-17-26
10.30+ Separation Agreement, dated April 13, 2026, by and between R. Chad Prashad and World Acceptance Corporation
8-K 10.1 04-15-26
10.31+ Employment Agreement, dated April 13, 2026, by and between Janet L. Matricciani and World Acceptances Corporation
8-K 10.2 04-15-26
10.32+ Revolving Credit Agreement, dated July 22, 2025, by and among the Company, the lenders named therein, and Bank of Montreal, as administrative and collateral agent.
8-K 10.1 07-24-25
10.33+ Credit Agreement (Warehouse Facility), dated as of September 29, 2025, by and among the Company, as servicer, WFC Receivables I, LLC, as borrower, the lenders and agents from time to time parties thereto, Atlas Securitized Products Administration, L.P., as administrative agent for the lenders, Systems & Services Technologies, Inc., as backup servicer, and Wilmington Trust, National Association, a national banking association, as securities intermediary
8-K 10.1 10-03-25
10.34+ Consent and Limited Modification to Fixed Charge Ratio, dated as of May 22, 2026, among World Acceptance Corporation, Bank of Montreal, as Administrative Agent and Collateral Agent, and the Required Lenders party thereto
8-K 10.1 05-22-26
10.35+ Separation Agreement, dated June 3, 2026, by and between Janet L. Matricciani and World Acceptance Corporation
8-K 06-03-26
19
Insider Trading Policy
10-K 19 05-23-24
97
Policy Relating to Recovery of Erroneously Awarded Compensation
10-K 97 05-22-25
21 Schedule of the Company’s Subsidiaries as of March 31, 2026
*
23 Consent of RSM US LLP
*
31.01 Rule 13a-14(a)/15d-14(a) Certification of Chief Operating Officer
*
31.02 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
*
32.01 Section 1350 Certification of Chief Operating Officer
*
32.02 Section 1350 Certification of Chief Financial Officer
*
101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, formatted in XBRL:
*
(i) Consolidated Balance Sheets as of March 31, 2026 and March 31, 2025;
(ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2026, March 31, 2025, and March 31, 2024;
(iii) Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 31, 2026, March 31, 2025, and March 31, 2024;
(iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2026, March 31, 2025, and March 31, 2024;
and
(v) Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Submitted electronically herewith.
+ Management Contract or other compensatory plan required to be filed under Item 15 of this report and Item 601 of Regulation S-K of the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WORLD ACCEPTANCE CORPORATION
By: /s/ J. Tobin Turner
J. Tobin Turner
Executive Vice President and Chief Operating Officer
Date: June 4, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ J. Tobin Turner /s/ John L. Calmes, Jr.
J. Tobin Turner John L. Calmes, Jr.
Executive Vice President and Chief Operating Officer Executive Vice President and Chief Financial and Strategy Officer
Signing on behalf of the registrant and as principal executive officer Signing on behalf of the registrant and as principal financial officer
Date: June 4, 2026 Date: June 4, 2026
/s/ Scott McIntyre
Scott McIntyre
Senior Vice President of Accounting
Signing on behalf of the registrant and as principal accounting officer
Date: June 4, 2026
/s/ Ken R. Bramlett, Jr. /s/ Scott J. Vassalluzzo
Ken R. Bramlett, Jr. Scott J. Vassalluzzo
Chairman of the Board of Directors and a Director Director
Date: June 4, 2026 Date: June 4, 2026
/s/ Charles D. Way /s/ Darrell Whitaker
Charles D. Way Darrell Whitaker
Director Director
Date: June 4, 2026 Date: June 4, 2026
/s/ Beth Neuhoff /s/ Benjamin Robinson
Beth Neuhoff
Benjamin Robinson
Director Director
Date: June 4, 2026 Date: June 4, 2026
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