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AMCON DISTRIBUTING CO

For the period ended Dec 18, 2025. Filed Nov 18, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 18, 2025 · Filed Nov 18, 2025

DIT$62.30+2.3%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information on how the Company aligns executive compensation with the Company's performance, refer to "Executive Compensation – Compensation and Analysis."

YearSummary Compensation Table Total for PEO ($) (1)Compensation Actually Paid to PEO ($) (2)Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (3)Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (4)Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) (5)Net Income (in thousands) ($) (6)
20253,553,3383,123,513978,865911,55256.67569
20244,501,7023,826,5111,203,6091,095,43271.644,336
20234,924,9574,820,2351,256,3571,250,621101.2411,596
(1)Reflects compensation amounts reported in the Summary Compensation Table for our Chief Executive Officer (our principal executive officer or "PEO"), Christopher H. Atayan, in each applicable year.
(2)Represents the amount of "compensation actually paid" to Mr. Atayan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Atayan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Atayan's total compensation for each year to determine the compensation actually paid. The assumptions we used to calculate the values for stock awards included in the calculation compensation actually paid for Mr. Atayan did not differ materially from those used to calculate grant date fair value for such awards.
Adjustments to Determine Compensation “Actually Paid” for PEO2025 ($)2024 ($)2023 ($)
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table(1,152,063)(1,356,300)(1,810,611)
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table------
Increase for fair value of awards granted during the year that remain unvested as of year end1,126,2241,435,0052,039,400
Increase/deduction for change in fair value (from prior year-end to current year-end) of awards granted in prior years that were outstanding and unvested as of the end of the current year(308,781)(604,395)(43,600)
Increase for fair value of awards granted during the year that vested during the year------
Increase/deduction for change in fair value (from prior year-end to the vesting date) of awards granted in prior years that vested during the current year(95,205)(149,501)(289,911)
Deduction of fair value of awards granted prior to year that were forfeited during the year------
Increase based on dividends or other earnings paid during the year prior to vesting date of award------
Total Adjustments(429,825)(675,191)(104,722)
(3)Represents the average of the amounts reported for the Company's named executive officers as a group (excluding our CEO) in the "Total" column of the Summary Compensation Table in each applicable year. In 2025, 2024 and 2023, our named executive officers (excluding the CEO) consisted of Andrew C. Plummer and Charles J. Schmaderer.
(4)Represents the average amount of "compensation actually paid" to the named executive officers as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the named executive officers' average total compensation for each year to determine the compensation actually paid. The assumptions we used to calculate the values for stock awards included in the calculation compensation actually paid for the named executive officers did not differ materially from those used to calculate grant date fair value for such awards.
Adjustments to Determine Average Compensation “Actually Paid” for Non-PEO Named Executive Officers2025 ($)2024 ($)2023 ($)
Deduction for average amounts reported under the "Stock Awards" column in the Summary Compensation Table(180,374)(212,350)(283,480)
Deduction for average amounts reported under the "Option Awards" column in the Summary Compensation Table------
Increase for average fair value of awards granted during the year that remain unvested as of year end176,328224,673337,150
Increase/deduction for change in average fair value (from prior year-end to current year-end) of awards granted in prior years that were outstanding and unvested as of the end of the current year(48,360)(94,658)(7,802)
Increase for average fair value of awards granted during the year that vested during the year------
Increase/deduction for change in average fair value (from prior year-end to the vesting date) of awards granted in prior years that vested during the current year(14,907)(25,842)(51,604)
Deduction of average fair value of awards granted prior to year that were forfeited during the year------
Increase based on average dividends or other earnings paid during the year prior to vesting date of award------
Total Adjustments(67,313)(108,177)(5,736)
(5)Company Total Shareholder Return ("TSR") is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.
(6)The dollar amounts reported represent the amount of net income available to common stockholders reflected in the Company's audited financial statements for the applicable year.

The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO named executive officers and the Company's cumulative TSR over the three most recently completed fiscal years.

The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO named executive officers and the Company's net income during the three most recently completed fiscal years.

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