UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Act of 1934

Date of Report (Date of earliest event reported) December 18, 2025

AMCON DISTRIBUTING COMPANY

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip Code)

(Former name or former address, if changed since last report)

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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

The Company held its Annual Meeting on Thursday, December 18, 2025, at which Annual Meeting the Company’s stockholders voted upon the following matters:

Election of Directors

At the Annual Meeting, Christopher H. Atayan, Jeremy W. Hobbs, John R. Loyack, Stanley Mayer, Timothy R. Pestotnik and Andrew C. Plummer each was elected as a director. The following is a summary of the votes cast at the Annual Meeting with respect to the election of directors:

There were 37,528 broker non-votes with respect to this matter.

Ratification and Approval of Independent Registered Public Accounting Firm

At the Annual Meeting, the selection of RSM US LLP as the Company's independent registered public accounting firm for the Company's 2026 fiscal year was ratified and approved. The following is a summary of the votes cast at the Annual Meeting with respect to this matter:

There were no broker non-votes with respect to this matter.

Advisory Approval of Executive Compensation

At the Annual Meeting, stockholders provided advisory approval of the compensation of our executives disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The following is a summary of the votes cast at the Annual Meeting with respect to this matter:

There were 37,528 broker non-votes with respect to this matter.

Frequency of Executive Compensation Votes

At the Annual Meeting, stockholders provided advisory approval for holding future advisory votes on executive compensation every 3 years. The following is a summary of the votes cast at the annual meeting with respect to this matter:

There were 37,528 broker non-votes with respect to this matter.

The Company’s board of directors has determined that the Company will continue to submit the advisory vote to approve the compensation of the Company’s executives to stockholders every 3 years.

On December 18, 2025, the Company's board of directors declared a special cash dividend of $0.28 per common share. This cash dividend is payable on January 30, 2026 to shareholders of record as of December 29, 2025. A press release announcing the dividend is set forth in Exhibit 99.1 of this report.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.