[8-K] AMCON DISTRIBUTING CO Reports Material Event

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AMCON Distributing Company reported a fully diluted loss per share of $2.34 on a net loss available to common shareholders of $2.2 million for the second fiscal quarter ended March 31, 2026. Quarterly sales were $715.7 million, compared with $619.5 million in the prior-year quarter, including significant excise taxes.

The wholesale distribution segment generated $703.9 million of revenue and $2.2 million of operating income, while the retail health food segment produced $11.8 million of revenue and $0.1 million of operating income. Management highlighted ongoing investment in proprietary foodservice programs, broad geographic coverage, and integrated marketing services, while noting that inflation has increased operating costs. Shareholders’ equity was $112.4 million as of March 31, 2026.

Insights

Revenue is growing, but AMCON posted a wider quarterly net loss.

AMCON Distributing increased sales to $715.7 million for the quarter ended March 31, 2026, up from $619.5 million a year earlier, showing strong top-line expansion in its wholesale distribution business. Both operating segments remained profitable at the operating-income level.

Despite this, the company recorded a net loss available to common shareholders of $2.2 million, or $2.34 per diluted share, versus a $1.6 million loss previously. Higher interest expense of $2.2 million and inflation-driven operating costs weighed on results, even as gross profit increased modestly.

Cash from operating activities improved to $2.0 million for the six months ended March 31, 2026, compared with a use of cash in the prior year period. However, capital expenditures of $9.3 million exceeded operating cash generation, and credit facility borrowings remained substantial, so future filings will be important for tracking earnings consistency and balance sheet strength.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Quarterly sales 2026: $715,652,441 Quarterly sales 2025: $619,503,087 Net loss Q2 2026: $2,174,481 +5 more

8 metrics

Quarterly sales 2026 $715,652,441 For the three months ended March 31, 2026

Quarterly sales 2025 $619,503,087 For the three months ended March 31, 2025

Net loss Q2 2026 $2,174,481 Net loss available to common shareholders, three months ended March 31, 2026

Diluted EPS Q2 2026 ($2.34) per share Diluted loss per share, three months ended March 31, 2026

Wholesale segment revenue $703,900,000 Wholesale distribution revenue, fiscal quarter ended March 31, 2026

Retail health segment revenue $11,800,000 Retail health food revenue, fiscal quarter ended March 31, 2026

Shareholders’ equity $112,367,393 As of March 31, 2026

Net cash from operations $2,006,373 Net cash flows from operating activities, six months ended March 31, 2026

Key Terms

mandatorily redeemable non-controlling interest, operating lease right-of-use assets, equity-based compensation, excise taxes, +1 more

5 terms

mandatorily redeemable non-controlling interest financial

"Change in fair value of mandatorily redeemable non-controlling interest"

operating lease right-of-use assets financial

"Operating lease right-of-use assets, net"

An operating lease right-of-use (ROU) asset is an accounting entry that shows the value of a leased item you have the legal right to use—like a building, vehicle, or equipment—recorded on a company’s balance sheet along with the corresponding lease obligation. Investors care because it adds to reported assets and liabilities, changing measures like leverage and return on assets much like bringing a long-term rental onto the company’s financial snapshot, which can affect credit terms and valuation.

equity-based compensation financial

"Compensation expense related to equity-based awards"

Equity-based compensation is pay given to employees or contractors in the form of company ownership—such as stock, stock options, or restricted shares—instead of or in addition to cash. It matters to investors because it aligns workers’ interests with shareholders (like giving employees a slice of the company pie), but can also dilute existing owners and appears as a real cost on financial statements, affecting earnings and share value.

excise taxes financial

"Sales (including excise taxes of $138.0 million and $126.1 million"

Excise taxes are charges levied by governments on specific goods, activities, or services—commonly on items like fuel, tobacco, alcohol, or certain manufacturing activities—paid by producers or sellers and often built into the final price. For investors, they matter because higher or changing excise taxes can raise a company’s costs, reduce consumer demand, or alter profit margins in affected industries, much like a hidden toll that changes the economics of doing business.

forward-looking statements regulatory

"This news release contains forward-looking statements that are subject to risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Earnings Snapshot

Revenue: $715,652,441

Q2 2026

Revenue $715,652,441

Net income (loss) ($2,174,481)

Diluted EPS ($2.34)

Understanding 8-K Material Events →

04/20/2026 - 04:15 PM

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) April 20, 2026

AMCON DISTRIBUTING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-15589	47-0702918
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

7405 Irvington Road, Omaha NE 68122

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 402-331-3727

Not Applicable

(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:

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DIT	NYSE American

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.     ¨

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 20, 2026, the Company issued a press release announcing financial results for its second fiscal quarter ended March 31, 2026. A copy of the press release is attached to this report as an exhibit.

The information in this report (including the exhibit) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in this report (including the exhibit) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO.	DESCRIPTION

99.1	Press release, dated April 20, 2026, issued by AMCON Distributing Company announcing financial results for its second fiscal quarter ended March 31, 2026.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	AMCON DISTRIBUTING COMPANY
	(Registrant)

Date: April 20, 2026	/s/ Charles J. Schmaderer
	Name:	Charles J. Schmaderer
	Title:	Vice President, Chief Financial Officer and Secretary

Exhibit 99.1

AMCON DISTRIBUTING COMPANY REPORTS RESULTS FOR THE QUARTER ENDED MARCH 31, 2026

NEWS RELEASE

Omaha, NE, April 20, 2026 - AMCON Distributing Company (“AMCON” or “the Company”) (NYSE American: DIT), an Omaha, Nebraska based Convenience and Foodservice Distributor, announces fully diluted loss per share of $2.34 on a net loss available to common shareholders of $2.2 million for its second fiscal quarter ended March 31, 2026.

“AMCON’s commitment to proprietary foodservice programs and custom curated store level merchandising is a value-added approach to convenience distribution. We now have the capability to offer turn-key solutions that enable our retail partners the ability to compete favorably with the Quick Service Restaurant industry. Our foodservice programs are supported by AMCON’s industry leading platform of services, as well as the foundational support of our operating philosophy centered on a superior level of customer service,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. He further noted, “We continue to actively seek strategic acquisition opportunities for Convenience and Foodservice Distributors, and their families, who desire to align with our customer focused approach philosophy and further the legacy of their enterprises.”

“AMCON’s broad geographic scope enables us to service customers across multiple time zones. Our customer-centric approach provides extraordinary value to our retail partners in challenging weather conditions as our AMCON teams ensure a consistent and timely flow of goods and services. As we grow, our customer base has demonstrated enthusiasm for our integrated state-of-the-art advertising, design, print and electronic display programs. These marketing tools provide our customers a competitive edge, especially in support of foodservice,” said Andrew C. Plummer, AMCON’s President and Chief Operating Officer. He further noted, “AMCON’s ability to deliver product in an efficient fashion is a key strategic benefit to our retail partners in an era of rising costs.”

For the fiscal quarter ended March 2026, the wholesale distribution segment reported revenues of $703.9 million and operating income of $2.2 million, and the retail health food segment reported revenues of $11.8 million and operating income of $0.1 million.

“We continue our relentless daily focus on managing the Company’s balance sheet and maximizing our liquidity position. At March 31, 2026, our shareholders’ equity was $112.4 million,” said Charles J. Schmaderer, AMCON’s Chief Financial Officer. Mr. Schmaderer also added, “Cost structures for Convenience Distributors have been impacted by the cumulative impact of inflation over a multi-year period. These inflationary pressures have resulted in higher operating expenses in areas such as product costs, labor and employee benefits, equipment, and insurance.”

AMCON, and its subsidiaries Team Sledd, LLC and Henry’s Foods, Inc., is a leading Convenience and Foodservice Distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and refrigerated foods, automotive supplies and health and beauty care products serving thirty-four (34) states from fifteen (15) distribution centers in Colorado, Idaho, Illinois, Indiana, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Tennessee and West Virginia. Through its Healthy Edge Retail Group, AMCON operates fifteen (15) health and natural product retail stores in the Midwest and Florida.

This news release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. A number of factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the Company's forward-looking statements including, without limitation, availability of sufficient cash resources to conduct its business and meet its capital expenditures needs and the other factors described under Item 1.A. of the Company’s Annual Report on Form 10-K. Moreover, past financial performance should not be considered a reliable indicator of future performance. Accordingly, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements.

Visit AMCON Distributing Company's web site at: www.amcon.com

For Further Information Contact:

Charles J. Schmaderer

AMCON Distributing Company

Ph 402-331-3727

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2026 and September 30, 2025

	March			September
	2026			2025
	(Unaudited)
ASSETS
Current assets:
Cash	$	643,064		$	744,613
Accounts receivable, less allowance for credit losses of $2.4 million at March 2026 and $2.4 million at September 2025		72,803,828			73,192,069
Inventories, net		150,695,783			153,276,545
Income taxes receivable		30,156			140,986
Prepaid expenses and other current assets		16,060,448			12,150,645
Assets held for sale		943,638			—
Total current assets		241,176,917			239,504,858

Property and equipment, net		111,781,351			107,844,655
Operating lease right-of-use assets, net		28,527,753			30,488,841
Goodwill		5,778,325			5,778,325
Other intangible assets, net		4,008,507			4,240,359
Other assets		3,194,416			3,231,488
Total assets	$	394,467,269		$	391,088,526

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	69,904,304		$	69,532,355
Accrued expenses		15,552,569			15,459,406
Accrued wages, salaries and bonuses		5,155,787			6,745,698
Current operating lease liabilities		7,361,830			7,862,117
Current maturities of long-term debt		5,513,687			5,471,310
Current mandatorily redeemable non-controlling interest		7,459,135			7,020,895
Total current liabilities		110,947,312			112,091,781

Credit facilities		137,063,059			126,804,775
Deferred income tax liability, net		3,251,034			4,048,070
Long-term operating lease liabilities		21,340,946			22,845,456
Long-term debt, less current maturities		8,199,693			11,033,949
Other long-term liabilities		1,297,832			1,193,081

Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 976,028 shares outstanding at March 2026 and 953,378 shares outstanding at September 2025		13,203			9,799
Additional paid-in capital		38,085,548			36,991,031
Retained earnings		106,673,900			108,475,842
Treasury stock at cost		(32,405,258	)		(32,405,258	)
Total shareholders’ equity		112,367,393			113,071,414
Total liabilities and shareholders’ equity	$	394,467,269		$	391,088,526

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Operations

for the three and six months ended March 31, 2026 and 2025

	For the three months ended March						For the six months ended March
	2026			2025			2026			2025
Sales (including excise taxes of $138.0 million and $126.1 million, and $281.1 and $269.5 million, respectively)	$	715,652,441		$	619,503,087		$	1,445,707,771		$	1,330,776,344
Cost of sales		672,163,242			576,475,202			1,354,170,245			1,240,854,907
Gross profit		43,489,199			43,027,885			91,537,526			89,921,437
Selling, general and administrative expenses		41,383,448			40,107,953			82,975,108			80,695,584
Depreciation and amortization		2,490,471			2,458,027			5,004,243			5,093,628
		43,873,919			42,565,980			87,979,351			85,789,212
Operating income (loss)		(384,720	)		461,905			3,558,175			4,132,225

Other expense (income):
Interest expense		2,228,039			2,266,407			4,889,675			5,113,028
Change in fair value of mandatorily redeemable non-controlling interest		115,599			272,856			438,240			467,668
Other (income), net		(126,877	)		(56,398	)		(206,223	)		(167,930	)
		2,216,761			2,482,865			5,121,692			5,412,766
Income (loss) from operations before income taxes		(2,601,481	)		(2,020,960	)		(1,563,517	)		(1,280,541	)
Income tax expense (benefit)		(427,000	)		(431,000	)		(182,000	)		(39,000	)
Net income (loss) available to common shareholders	$	(2,174,481	)	$	(1,589,960	)	$	(1,381,517	)	$	(1,241,541	)

Basic earnings (loss) per share available to common shareholders	$	(2.34	)	$	(1.72	)	$	(1.49	)	$	(1.35	)
Diluted earnings (loss) per share available to common shareholders	$	(2.34	)	$	(1.72	)	$	(1.49	)	$	(1.35	)

Basic weighted average shares outstanding		930,727			922,857			927,906			919,870
Diluted weighted average shares outstanding		930,727			922,857			927,906			919,870

Dividends paid per common share	$	0.31		$	0.31		$	0.43		$	0.43

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Shareholders’ Equity

for the three and six months ended March 31, 2026 and 2025

											Additional
	Common Stock				Treasury Stock						Paid-in			Retained
	Shares		Amount		Shares			Amount			Capital			Earnings			Total
THREE MONTHS ENDED MARCH 2025
Balance, January 1, 2025		1,297,814	$	9,799		(329,656	)	$	(31,272,163	)	$	35,077,446		$	108,604,071		$	112,419,153
Dividends on common stock, $0.12 per share		—		—		—			—			—			(116,183	)		(116,183	)
Compensation expense related to equity-based awards		—		—		—			—			637,862			—			637,862
Net loss available to common shareholders		—		—		—			—			—			(1,589,960	)		(1,589,960	)
Balance, March 31, 2025		1,297,814	$	9,799		(329,656	)	$	(31,272,163	)	$	35,715,308		$	106,897,928		$	111,350,872

THREE MONTHS ENDED MARCH 2026
Balance, January 1, 2026		1,320,464	$	9,950		(344,436	)	$	(32,405,258	)	$	37,539,841		$	108,969,480		$	114,114,013
Dividends on common stock, $0.12 per share		—		—		—			—			—			(121,099	)		(121,099	)
Compensation expense related to equity-based awards		—		—		—			—			548,960			—			548,960
Issuance of shares for stock split		—		3,253		—			—			(3,253	)					—
Net loss available to common shareholders		—		—		—			—			—			(2,174,481	)		(2,174,481	)
Balance, March 31, 2026		1,320,464	$	13,203		(344,436	)	$	(32,405,258	)	$	38,085,548		$	106,673,900		$	112,367,393

											Additional
	Common Stock				Treasury Stock						Paid-in			Retained
	Shares		Amount		Shares			Amount			Capital			Earnings			Total
SIX MONTHS ENDED MARCH 2025
Balance, October 1, 2024		1,275,164	$	9,648		(329,656	)	$	(31,272,163	)	$	34,439,735		$	108,552,565		$	111,729,785
Dividends on common stock, $0.43 per share		—		—		—			—			—			(413,096	)		(413,096	)
Compensation expense and issuance of stock in connection with equity-based awards		22,650		151		—			—			1,275,573			—			1,275,724
Net loss available to common shareholders		—		—		—			—			—			(1,241,541	)		(1,241,541	)
Balance, March 31, 2025		1,297,814	$	9,799		(329,656	)	$	(31,272,163	)	$	35,715,308		$	106,897,928		$	111,350,872

SIX MONTHS ENDED MARCH 2026
Balance, October 1, 2025		1,297,814	$	9,799		(344,436	)	$	(32,405,258	)	$	36,991,031		$	108,475,842		$	113,071,414
Dividends on common stock, $0.43 per share		—		—		—			—			—			(420,425	)		(420,425	)
Compensation expense and issuance of stock in connection with equity-based awards		22,650		151		—			—			1,097,770			—			1,097,921
Issuance of shares for stock split		—		3,253		—			—			(3,253	)		—			—
Net loss available to common shareholders		—		—		—			—			—			(1,381,517	)		(1,381,517	)
Balance, March 31, 2026		1,320,464	$	13,203		(344,436	)	$	(32,405,258	)	$	38,085,548		$	106,673,900		$	112,367,393

AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Cash Flows

for the six months ended March 31, 2026 and 2025

	March			March
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) available to common shareholders	$	(1,381,517	)	$	(1,241,541	)
Adjustments to reconcile net income (loss) available to common shareholders to net cash flows from (used in) operating activities:
Depreciation		4,772,391			4,824,777
Amortization		231,852			268,851
(Gain) loss on sales of property and equipment		(94,394	)		(44,229	)
Equity-based compensation		1,097,921			1,275,724
Deferred income taxes		(797,036	)		(571,672	)
Provision for credit losses		4,000			(164,616	)
Inventory allowance		(8,695	)		32,688
Change in fair value of contingent consideration		—			(1,453,452	)
Change in fair value of mandatorily redeemable non-controlling interest		438,240			467,668
Changes in assets and liabilities, net of effects of business combinations:
Accounts receivable		384,241			5,749,877
Inventories		2,589,457			(13,324,448	)
Prepaid and other current assets		(3,909,803	)		(245,028	)
Other assets		37,072			(50,666	)
Accounts payable		(32,480	)		2,898,936
Accrued expenses and accrued wages, salaries and bonuses		(1,540,457	)		(4,490,508	)
Other long-term liabilities		104,751			237,652
Income taxes payable and receivable		110,830			380,354
Net cash flows from (used in) operating activities		2,006,373			(5,449,633	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(9,328,436	)		(6,451,773	)
Proceeds from sales of property and equipment		174,534			67,208
Acquisition of Arrowrock Supply		—			(6,131,527	)
Net cash flows from (used in) investing activities		(9,153,902	)		(12,516,092	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities		1,369,524,265			1,262,647,310
Repayments under revolving credit facilities		(1,359,265,981	)		(1,241,627,743	)
Principal payments on long-term debt		(2,791,879	)		(2,627,680	)
Dividends on common stock		(420,425	)		(413,096	)
Net cash flows from (used in) financing activities		7,045,980			17,978,791
Net change in cash		(101,549	)		13,066
Cash, beginning of period		744,613			672,788
Cash, end of period	$	643,064		$	685,854

Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized	$	4,962,484		$	5,215,092
Cash paid during the period for income taxes, net of refunds		499,080			151,318

Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable	$	445,813		$	841,018

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EXHIBIT 99.1 204.2 KB

[8-K] AMCON DISTRIBUTING CO Reports Material Event

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