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.
The Capstone Holding Corp. (NASDAQ: CAPS) SEC filings page on Stock Titan brings together the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, with AI-powered tools to help interpret complex documents. Capstone files across multiple form types, including Forms 8-K, S-1, NT 10-Q, and proxy materials such as DEF 14A, each providing different insights into its building products distribution platform and capital structure.
Current and prospective shareholders can use this page to review 8-K reports detailing material events such as acquisitions, financing agreements, credit facility changes, and preferred stock designations. For example, 8-K filings describe the purchase of Carolina Stone, the issuance and adjustment of senior secured convertible notes, the creation of Series Z 8% Non-Convertible Preferred Stock, and the extension of key financing arrangements. These documents outline transaction terms, consideration structures, and related-party exchanges that shape Capstone’s balance sheet.
The company’s Form S-1 registration statement offers a broader view of Capstone’s business description, corporate history, ownership structure, and risk factors. It explains the evolution from earlier corporate forms to the current building products distribution network centered on Instone and related stone businesses, and it describes controlled company status, emerging growth company status, and smaller reporting company status.
Periodic reporting and governance are reflected in filings such as the NT 10-Q, which explains delays in quarterly reporting and anticipated filing timelines, and the DEF 14A proxy statement, which covers director elections, auditor ratification, redomiciling from Delaware to Nevada, stock incentive plans, advisory votes on executive compensation, and related-party payment approvals.
On Stock Titan, AI-generated summaries highlight key points from each filing, helping users quickly understand transaction terms, voting outcomes, capital structure changes, and narrative disclosures without reading every page. Real-time updates from EDGAR ensure that new CAPS filings, including future 10-Q and 10-K reports, 8-Ks, and any Form 4 insider transaction reports, appear promptly, while AI tools surface material changes, governance decisions, and financial reporting notes relevant to Capstone Holding Corp.’s investors.
Capstone Holding Corp. is soliciting proxies for its 2026 Annual Meeting to be held virtually on June 18, 2026. The Board set April 22, 2026 as the record date; there were 16,888,500 votes outstanding as of that date. Key items for stockholder approval include the election of directors, ratification of GBQ Partners LLC as auditor, a proposed reverse stock split at a ratio of 1-for-5 to 1-for-50 (board may decide ratio and timing within 12 months), an amendment to increase the 2025 Stock Incentive Plan pool from 21.5% to 35% of outstanding common shares, and authorization to adjourn to solicit additional proxies. The reverse split is presented as a potential means to regain Nasdaq compliance with the $1.00 minimum bid price requirement.
Capstone Holding Corp. Schedule 13G/A reports joint filing by 3i, Tumim Stone Capital LLC, 3i Management LLC and Maier Joshua Tarlow describing beneficial ownership tied to warrants and convertible notes. The filing bases percentages on 11,453,707 shares outstanding as of April 15, 2026.
The reporting persons state combined beneficial ownership of 1,271,220 shares attributable to 3i (issuable upon warrant exercises and note conversions), and Tumim beneficially owns 47,800 shares. The filing explains interaction of a 4.99% and a 9.99% beneficial‑ownership limitation that governs exercises/conversions and limits issuances.
Capstone Holding Corp. filed an amendment to its annual report for the year ended December 31, 2024 to correct headings on key financial statements. The amendment removes an inadvertent “unaudited” label from the consolidated balance sheets, statements of operations and cash flows, which are fully audited.
The company distributes masonry stone products through subsidiary TotalStone. For 2024, Capstone reported net sales of $44.9 million, gross profit of $9.6 million, and a net loss attributable to common stockholders of $5.5 million. Total assets were $47.2 million, including $23.3 million of goodwill and $9.6 million of inventories with a $576,000 reserve for slow-moving and obsolete stock.
Operating activities generated $3.8 million of cash in 2024, while financing activities used $3.7 million, leaving year-end cash of $11,000. Subsequent to year-end, Capstone completed a public offering of 1,250,000 shares at $4.00 per share, raising net proceeds of about $3.48 million, and restructured TotalStone’s equity, exchanging preferred interests for common stock.
Capstone Holding Corp. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025. The amendment’s sole purpose is to include a revised Consent of Independent Registered Public Accounting Firm with a correct list of registration statement numbers and updated CEO/CFO certifications.
The company states that this amendment does not modify or update its previously reported financial position, results of operations, cash flows, or other disclosures, and does not reflect events after the original report. As of April 15, 2026, Capstone had 11,453,707 shares of common stock outstanding.
Capstone Holding Corp. amended the terms of a previously issued senior secured convertible note held by an institutional investor. The company and the buyer agreed to reduce the conversion price on $500,000 of principal under the October 2025 Convertible Note from $1.10 to $0.57 per share via a Conversion Price Voluntary Adjustment Notice dated April 16, 2026. The October 2025 Convertible Note is part of a series of notes with aggregate original principal of up to $10,909,885, and the company has registered 8,388,336 shares of common stock issuable upon their conversion under existing Form S-1 registration statements.
Capstone Holding Corp. files its annual report describing a fast-growing, technology-enabled distributor and installer of stone and masonry products operating across 38 U.S. states and two Canadian provinces through Instone, CSI and Carolina Stone. The company offers over 3,000 SKUs from nine distribution and warehouse locations and is pursuing a roll‑up strategy in a fragmented market.
In 2025 Capstone completed two material acquisitions: Canadian distributor Fraser Canyon/CSI for cash, seller notes and up to C$3.0 million in earn‑outs, and Carolina Stone for roughly $4.2 million including an earn‑out, adding Canadian and Southeast U.S. coverage and installation services. It also closed a 1,250,000‑share public offering at $4.00 per share, uplisted to Nasdaq under “CAPS,” and put in place up to $10.9 million of senior secured convertible notes, with about $3.9 million outstanding at year‑end at conversion prices as low as $0.75 per share.
The report highlights meaningful leverage, including a 14% mezzanine facility, U.S. and Canadian revolving credit lines, and seller notes, alongside an accumulated deficit and a 2025 net loss of about $12.9 million. Management positions the business for long‑term growth via acquisitions, new products such as its Toro manufactured stone line, and operational efficiencies, but details extensive risks tied to cyclical construction demand, integration of recent deals, raw‑material and freight volatility, cybersecurity, and potential dilution from convertible securities and a sizable equity incentive plan.
SCHULTZ EDWARD CHRISTOPHER reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. reported that Chief Financial Officer Edward Christopher Schultz received a grant of restricted stock units covering 190,000 shares of common stock. The award was granted on March 30, 2026 at a reference value of $0.649 per share and represents equity-based compensation rather than an open-market purchase.
The RSUs will vest in full on March 30, 2029, the third anniversary of the grant date, provided Schultz continues to serve with the company through that vesting date. Following this grant, he is reported as directly holding 190,000 shares underlying this restricted stock award.
Lipman Matthew E. reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. reported that Chief Executive Officer Matthew E. Lipman received a grant of 356,250 Restricted Stock Awards on March 30, 2026. Each award relates to one share of common stock at a reference value of $0.649 per share.
The award is compensation, not an open-market purchase or sale, and increases his directly held restricted stock to 356,250 shares from this grant. According to the terms, these RSUs vest in full on March 30, 2029, the third anniversary of the grant date, if he continues serving the company through that date.
TOPOREK MICHAEL reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. director Michael Toporek received a grant of 356,250 restricted stock units tied to common stock. The award was valued at $0.649 per underlying share. According to the terms, the RSUs vest in full on March 30, 2029, subject to his continued service through that date.
Capstone Holding Corp. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 by the smaller‑reporting‑company due date of March 31, 2026. The company attributes the delay to completion of financial statements, complex purchase price allocations from two 2025 acquisitions, an in‑progress goodwill impairment analysis that could result in a material non‑cash charge, transaction and integration costs, and accounting complexities related to Series Z preferred stock and convertible promissory notes.
The registrant expects to file the Annual Report no later than the fifteenth calendar day following the prescribed due date, relying on the extension procedure under Rule 12b‑25.