Welcome to our dedicated page for Capstone Holding SEC filings (Ticker: CAPS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Capstone Holding Corp. filings document the regulatory record for a Nasdaq-listed emerging growth company operating a tech-enabled building products distribution platform. Its reports cover common stock listing details, convertible-note financing, working-capital and capital-structure disclosures, Regulation FD updates tied to investor FAQs and operating outlooks, and amendments to material-event reports.
Proxy and current-report filings address director elections, auditor ratification, a proposed reverse stock split authorization, related-party fee waiver and deferral arrangements, acquisition activity involving operating subsidiaries such as TotalStone and InStone Canada, delayed annual-report notice, and Nasdaq continued-listing matters.
Capstone Holding Corp. (CAPS) released an investor FAQ explaining its capital structure, note conversions, dilution, and funding plans. The FAQ reports that approximately 75% of the original $6.82 million convertible note principal has been retired, with about $1.72 million remaining outstanding as of August 25, 2026, and a current share count of roughly 21.75 million shares outstanding. At the new conversion price of $0.2949, the remaining principal and interest would equal about 6.18 million potential shares, or 28% of the current shares outstanding, if fully converted.
Operationally, Capstone highlights strong second-quarter performance, with net sales of $21.5 million versus $12.9 million a year earlier, gross profit of $6.0 million versus $3.1 million, and income from operations of about $0.4 million compared with a loss previously. Stone Business Adjusted EBITDA rose to $2.0 million and margin to . The company reiterates full-year targets of $72.1 million in revenue, $18.7 million in gross profit and about $3.8 million of Stone Business Adjusted EBITDA, and describes plans to fund corporate needs through subsidiary cash flows, an equity line, and eventually traditional credit while addressing going concern risks and a possible reverse stock split solely for Nasdaq bid-price compliance.
Capstone Holding Corp. reported strong preliminary results for the quarter ended June 30, 2026. Revenue rose 67% year over year to $21.5 million, while gross profit increased 92% to $6.0 million. Gross margin expanded 357 basis points to 27.9%.
The Stone Business reported Adjusted EBITDA of $2.0 million, a 9.4% margin and a $2.9 million improvement from the first quarter, marking the positive inflection management had guided. Capstone reaffirmed its FY2026 outlook for $72.1 million revenue, $18.7 million gross profit, and approximately $3.8 million Stone Business Adjusted EBITDA, and highlighted capital‑efficient organic growth, new locations, and expanded product/geographic reach as key priorities.
Capstone Holding Corp. amended its quarterly report to correct the weighted average share count and basic/diluted net loss per share for the three and nine months ended September 30, 2025. Net loss amounts, balance sheet, cash flows, and equity figures are unchanged.
For the quarter, net sales were $13.7 million and net loss attributable to stockholders was $2.0 million, or $(0.34) per share. For the nine months, net sales were $34.4 million with a $5.1 million net loss, or $(1.22) per share, compared with a $1.4 million loss in the prior-year period. Operating cash flow for the nine months was an outflow of $4.0 million.
Total assets rose to $58.5 million from $47.2 million at year-end 2024, reflecting the Carolina Stone Holdings acquisition with preliminary consideration of $4.8 million and goodwill of $2.7 million. Capstone completed an IPO raising about $3.3 million net and added senior secured convertible notes providing gross proceeds of $3.0 million in July 2025 and another $3.25 million in October 2025.
Leverage is significant, with $11.7 million of long-term debt (including current portion) and $8.3 million drawn on the revolver. Management discloses material weaknesses in internal control over financial reporting, including controls over earnings-per-share calculations and segregation of duties, though a remediation plan and added accounting staff are in place.
Capstone Holding Corp., a masonry products distributor operating through subsidiary TotalStone, filed an amended quarterly report for the period ended June 30, 2025 to correct the weighted average share count and net loss per share. Previously, the company used period-end shares instead of time-weighted averages required under ASC 260. For the three months, weighted average shares were restated from 5,406,305 to 5,235,240 with net loss per share unchanged at $(0.13). For the six months, weighted average shares were restated from 5,406,305 to 3,405,568, changing net loss per share from $(0.58) to $(0.92), while net loss of $2.4 million remained the same.
As of June 30, 2025, Capstone reported net sales of $20.8 million, a net loss of $2.4 million, cash of $0.8 million, total assets of $51.9 million, total liabilities of $25.6 million and equity of $26.3 million. The company relies on an asset-based revolver with a balance of $8.7 million and long-term debt of $9.6 million. Management and the audit committee concluded prior financial statements should not be relied upon for the affected per-share data, and a material weakness was identified in controls over EPS calculations, in addition to existing control weaknesses. Management reports remediation efforts, including adding accounting staff and enhanced review layers, and believes liquidity is sufficient for at least one year, supported by the revolver, a $20 million equity line, and a $3.0 million initial senior secured convertible note financing.
Capstone Holding Corp. filed an amended quarterly report for the three months ended March 31, 2026 to correct prior-period share and EPS data. The company restated the weighted average common shares for the comparative quarter ended March 31, 2025 from 5,190,251 to 1,555,566, changing basic and diluted net loss per share from $(0.47) to $(1.56), with net loss unchanged at $2.4 million. Pro forma loss per share for that period was revised from $(0.29) to $(0.97).
For the current quarter, net sales were $12.6 million, up from $7.9 million a year earlier, driven partly by the 2025 acquisitions of Carolina Stone and the Fraser Canyon/Canadian Stone Industries business, which together contributed about $4.9 million of revenue. Gross profit was $3.0 million, but higher selling, general and administrative expenses of $4.5 million led to an operating loss of $1.5 million and a net loss of $1.9 million (basic and diluted loss per share of $(0.21) on 9.3 million weighted average shares).
Capstone remains highly leveraged and liquidity-constrained. At March 31, 2026, cash was $0.4 million, total assets $53.8 million, total liabilities $42.6 million, and total debt (including a Stream Finance mezzanine loan, seller notes and senior convertible notes) $13.2 million net of discounts. Revolving credit borrowings totaled $12.7 million, and the company obtained a waiver for a U.S. revolver covenant breach. Management discloses conditions that could raise substantial doubt about the ability to continue as a going concern, citing recurring losses, negative operating cash flows and upcoming debt maturities, but points to an undrawn $19.2 million equity line of credit and planned cost and revenue initiatives as its basis for concluding that liquidity will be adequate for at least one year.
Capstone Holding Corp. reported strong top-line growth but continued losses for the quarter ended June 30, 2026. Net sales rose to $21.5 million from $12.9 million a year earlier, driven by its expanded stone distribution and installation platform, including Carolina Stone and the Canadian CSI business. Gross profit improved to $6.0 million from $3.1 million, and a $438 thousand tariff refund related to IEEPA duties reduced cost of goods sold.
Despite higher sales, the company recorded a quarterly net loss of $1.4 million (vs. $0.7 million loss in 2025) and a six‑month loss of $3.3 million. Operating cash outflow was $3.2 million for the first half, leaving cash at $225 thousand. The balance sheet shows $54.7 million in assets and $42.3 million in liabilities, including $12.6 million drawn on revolving credit facilities, $12.8 million of long‑term debt, and $2.1 million of mandatorily redeemable related‑party Series Z preferred stock. Goodwill totals $18.5 million with no new impairment, and a prior $6.2 million charge was recorded in 2025. The company notes Nasdaq minimum bid‑price pressure but maintains covenant compliance on its credit lines.
Capstone Holding Corp. reported that certain previously issued unaudited condensed consolidated financial statements for 2025 can no longer be relied upon with respect to the weighted average number of common shares outstanding and related basic and diluted net loss per share. Affected periods are the three and six months ended June 30, 2025; the three and nine months ended September 30, 2025; and comparative per-share data for the three months ended March 31, 2025 included in the March 31, 2026 Form 10-Q. The Audit Committee concurred with this conclusion.
For the three months ended March 31, 2025, the weighted average shares were restated from 5,190,251 to 1,555,566, changing net loss per share from $(0.47) to $(1.56), with net loss unchanged at $2.433 million. Other 2025 interim periods saw corrected share counts and per-share amounts, but no changes to net loss, net loss attributable to stockholders, balance sheets, statements of stockholders’ equity (deficit), or cash flows. The 2025 annual financial statements are not affected.
Capstone is concurrently filing amendments on Form 10-Q/A for the affected quarters to restate share and per-share data and correct the schedule of potentially dilutive securities. Management identified a material weakness in internal control over financial reporting related to computing and reviewing weighted average shares, which will be described along with remediation status in the amended reports.
FELDMAN FREDRIC J reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. reported that director Fredric J. Feldman received two grants of unvested restricted common stock. He was awarded 95,000 shares on March 30, 2026 and 105,124 shares on August 7, 2026 under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended. The awards were granted for no consideration, may not be sold, transferred or pledged, and will vest in full only upon his Separation Date as defined in his Master Restricted Stock Agreement.
Grotke Kevin Allan reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. reported that Kevin Allan Grotke, President & CEO of TotalStone, received a grant of 515,495 shares of unvested restricted common stock on August 7, 2026, for no consideration, under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended. These restricted stock awards may not be sold, transferred or pledged and will vest in full on August 7, 2029, subject to his continued service. Following this grant, his directly held common stock position is 1,041,597 shares.
HOLLIMAN JOHN M III reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. director John M. Holliman III reported two equity compensation awards of unvested restricted Common Stock. He received 95,000 shares on March 30, 2026 and 305,248 shares on August 7, 2026, granted for no consideration under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended. These restricted shares may not be sold, transferred, or pledged and will vest in full only upon his Separation Date, as defined in his Master Restricted Stock Agreement.