Capstone Holding cuts 2026 revenue outlook to about $70M

Capstone cited higher interest rates for its lower revenue outlook; FY2026 Stone Business Adjusted EBITDA guidance was also revised lower.

Available on EDGAR 11/12/2026 - 07:35 AM EST Accepted by SEC EDGAR 11/12/2026 - 07:35 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Capstone Holding Corp. reported third-quarter 2026 revenue of $20.0 million, up 46% from $13.7 million a year earlier, and gross profit up 76%. Income from operations was $0.4 million versus a $0.8 million loss; the current-quarter figure includes about $0.4 million in tariff refunds that the company treats as a one-time benefit. Net loss narrowed to $0.6 million from $2.0 million. For the first nine months, revenue was $54.1 million, up 57% from $34.4 million, and net loss was $3.9 million versus $4.4 million.

FY2026 guidance is now approximately $70 million in revenue, $18.6 million gross profit and $3.2 million to $3.3 million Stone Business Adjusted EBITDA, versus prior guidance of $72.1 million, $18.7 million and $3.8 million. Capstone attributed the lower revenue outlook to higher interest rates slowing housing activity. Q3 organic revenue growth was 7.5% excluding a $0.79 million intercompany-sales elimination; including it, organic growth was 3.4%. Organic gross profit, which includes tariff refunds recognized in the periods, rose 14.4% to $5.7 million in Q3 and 8.3% to $14.7 million for nine months. 2026 results include full-period contributions from Carolina Stone and Canadian Stone Industries, acquired in 2025.

2 points · 0 major

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1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointQ3 revenue rose 46% to $20.0 million; gross profit increased 76%.
• Moderate pointQuarterly net loss narrowed to $0.6 million from $2.0 million.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Stone Business Adjusted EBITDA: approximately $3.2–$3.3 million, versus $3.8 million previously.

Filing Explained

The $3.2 to $3.3 million FY2026 Stone Business Adjusted EBITDA outlook covers operating subsidiaries but excludes Capstone’s standalone corporate costs, so it is not a company-wide earnings measure. The company has not quantitatively reconciled this forecast to GAAP net income because the adjustments cannot be predicted with reasonable certainty.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

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

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Q3 revenue: $20.0 million Q3 gross profit growth: 76% Q3 income from operations: $0.4 million +5 more

8 metrics

Q3 revenue $20.0 million Up 46% year over year from $13.7 million

Q3 gross profit growth 76% Year over year

Q3 income from operations $0.4 million Compared with a $0.8 million loss in Q3 2025; includes about $0.4 million in tariff refunds treated as a one-time benefit

Q3 net loss $0.6 million Compared with $2.0 million in Q3 2025

Nine-month revenue $54.1 million Up 57% from $34.4 million

FY2026 revenue guidance Approximately $70 million Revised from $72.1 million

FY2026 gross profit guidance $18.6 million Revised from $18.7 million

FY2026 Stone Business Adjusted EBITDA guidance Approximately $3.2 million to $3.3 million Revised from $3.8 million

Key Terms

Stone Business Adjusted EBITDA, organic revenue, intercompany sales, non-GAAP financial measures

4 terms

Stone Business Adjusted EBITDA financial

"Stone Business Adjusted EBITDA of approximately $3.2 to 3.3 million"

organic revenue financial

"Third-quarter organic revenue growth of 7.5% excludes the elimination"

Organic revenue is the sales a company generates from its regular business activities after stripping out extra effects like revenue added or lost from buying or selling other businesses and from currency swings. Think of it as measuring how much a store’s own customers increased spending, not growth from opening new stores or temporary price moves; investors use it to judge the true strength and sustainability of a company’s core demand.

intercompany sales financial

"$0.79 million of intercompany sales made in the first half of 2026"

Sales made between two or more entities that belong to the same corporate group, where one unit sells goods or services to another unit within the same parent company. These transactions can change reported sales and profit for individual subsidiaries but are removed when preparing consolidated financial statements, so they matter to investors as they can distort a company’s apparent revenue, margins and inventory levels if not understood or properly eliminated.

non-GAAP financial measures financial

"organic gross profit, which are non-GAAP financial measures"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Earnings Snapshot

Q3 revenue: $20.0 million · Guidance included

Quarter and nine months ended September 30, 2026

Q3 revenue $20.0 million Up 46% year over year from $13.7 million

Q3 gross profit growth 76% Increase year over year

Q3 income from operations $0.4 million Compared with a $0.8 million loss

Q3 net loss $0.6 million Compared with $2.0 million

Nine-month revenue $54.1 million Up 57% from $34.4 million

FY2026 Stone Business Adjusted EBITDA guidance Approximately $3.2 million to $3.3 million Revised from $3.8 million

Guidance

FY2026 guidance is approximately $70 million in revenue, $18.6 million in gross profit and $3.2 million to $3.3 million in Stone Business Adjusted EBITDA.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did CAPS report in Q3 2026?

Capstone reported $20.0 million in third-quarter 2026 revenue, up 46% from $13.7 million in the year-earlier quarter. First-nine-month revenue was $54.1 million, up 57% from $34.4 million. Income from operations was $0.4 million, compared with a $0.8 million loss.

What is CAPS's revised FY2026 guidance?

Capstone now expects approximately $70 million in revenue, $18.6 million in gross profit and $3.2 million to $3.3 million in Stone Business Adjusted EBITDA. Prior guidance was $72.1 million, $18.7 million and $3.8 million, respectively. The company attributed its lower revenue outlook to higher interest rates slowing housing activity.

Why are two Q3 organic revenue growth rates reported for CAPS?

The 7.5% Q3 organic revenue growth rate excludes a $0.79 million elimination of intercompany sales recorded in the quarter. Including that elimination, organic revenue growth was 3.4%. The elimination does not affect the nine-month figures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000887151 0000887151 2026-11-12 2026-11-12

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 EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 12, 2026

CAPSTONE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada	001-33560	86-0585310
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

18400 76th Avenue, Tinley Park, IL 60477

(Address of principal executive offices)

Registrant's telephone number, including area code: (708) 371-0660

N/A

(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 CFR 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, $0.0005 par value	CAPS	The Nasdaq Stock Market LLC

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 November 12, 2026, Capstone Holding Corp. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended September 30, 2026, and made available an accompanying investor presentation. Copies of the press release and the investor presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 2.02 by reference.

The information in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

The investor presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K includes, in addition to the Company’s third quarter 2026 results, forward-looking information regarding the Company’s full-year 2026 guidance, strategic priorities, new product and geographic expansion initiatives, and business outlook. The Company is furnishing the investor presentation under this Item 7.01 to the extent it contains information beyond the results of operations and financial condition addressed by Item 2.02.

The information in this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release of Capstone Holding Corp., dated November 12, 2026
99.2	Investor presentation of Capstone Holding Corp., dated November 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: November 12, 2026

Capstone Holding Corp.

By: /s/ Matthew E. Lipman

Name: Matthew E. Lipman

Title: Chief Executive Officer

Exhibit 99.1

Capstone Reports Q3 2026 Results: Revenue Up 46% to $20.0 Million, Gross Profit Up 76%, Operating Income of $0.4 Million

Full-year Stone Business Adjusted EBITDA expected to more than triple, and each operating business outperformed its market through September.

NEW YORK--(BUSINESS WIRE)--November 12, 2026--Capstone Holding Corp. (NASDAQ: CAPS), a national, technology-enabled building products distribution platform, today reported that third-quarter revenue grew 46% year over year to $20.0 million, compared with $13.7 million a year earlier, and income from operations was $0.4 million, compared with a loss of $0.8 million. Third-quarter income from operations includes about $0.4 million of tariff refunds that the Company treats as a one-time benefit.

Revenue increased 57% to $54.1 million in the first nine months, compared with $34.4 million. Net loss narrowed to $0.6 million in the quarter, compared with $2.0 million, and $3.9 million in the nine months, compared with $4.4 million. The 2026 results include a full-period contribution from Carolina Stone, acquired August 22, 2025, and Canadian Stone Industries, acquired December 1, 2025.

Organic revenue grew 2.6% during the first nine months of 2026 and 7.5%^(a) in the third quarter, and each of the Company’s three operating businesses outperformed its respective market. Organic gross profit increased 8.3% to $14.7 million during the first nine months and 14.4% to $5.7 million in Q3.

Capstone now expects FY2026 revenue of approximately $70 million, gross profit of approximately $18.6 million and Stone Business Adjusted EBITDA of approximately $3.2 to 3.3 million, compared with its prior guidance of $72.1 million, $18.7 million and $3.8 million, respectively. The revised revenue outlook reflects higher interest rates, which slowed housing activity this year. Some other building products distributors reported lower organic sales in the third quarter, while Capstone’s organic sales grew.

Financial Summary

Metric	Q3 2025	Q3 2026	YoY Change	FY2026  Guidance
Revenue	$13.7M	$20.0M	+46%	$70M
Gross Profit	$3.3M	$5.7M	+76%	$18.6M
Net Loss (GAAP)	$(2.0)M	$(0.6)M	N/M	N/A
Adjusted EBITDA (Stone Business)	$0.8M	$1.5M	+83%	$3.2M to $3.3M
Adjusted EBITDA Margin (Stone Business)	6.2%	7.7%	+150 bps	4.6% to 4.8%

Quarterly revenue, gross profit and net loss are reported GAAP results. Stone Business Adjusted EBITDA is a non-GAAP financial measure.

“We grew revenue 46% and generated income from operations in a difficult housing market,” said Matthew Lipman, Chief Executive Officer. “Each of our operating businesses has outperformed its respective market this year, with growth accelerating in the third quarter.”

Key Highlights:

● Stone Business Adjusted EBITDA Expected to More Than Triple: Third-quarter Stone Business Adjusted EBITDA was $1.5 million, or 7.7% of revenue, and $2.8 million for the first nine months. The third-quarter figure includes about $0.4 million of one-time tariff refunds. Capstone expects full-year Stone Business Adjusted EBITDA of approximately $3.2 to 3.3 million, more than triple the approximately $1.0 million generated in 2025. The 2026 figure includes a full year of Carolina Stone and Canadian Stone Industries, acquired in August and December 2025, respectively.

● Capstone Outperforms Housing Market: Capstone’s organic sales grew 2.6% in the first nine months of 2026, and each operating business outperformed its respective market. Instone grew 1.4%, compared with a 4.0% decline in U.S. single-family housing starts. Carolina Stone grew 11.3%, compared with a 5.2% decline in North Carolina single-family permits. Canadian Stone Industries (CSI) grew 3.8% in Canadian dollars, compared with a 4% decline in total Canadian housing starts.¹

● Third-Quarter Organic Growth: Organic revenue increased 7.5%^(a) in Q3, with growth at all three businesses: Instone 4.2%, Carolina Stone 18.5%, and CSI 18.4% in Canadian dollars.

● Gross Profit Growth Outpaces Sales: Organic gross profit rose approximately 5% in the first nine months, excluding tariff refunds that relate to earlier periods, on organic sales growth of 2.6%.

FY2026 Outlook

Since Capstone established its original guidance, interest rates have risen. According to Freddie Mac, the average 30-year fixed mortgage rate rose from 6.30% on April 16 to 7.40% in mid-October, before easing to 7.24% on October 29.²

¹ Sources: U.S. Census Bureau and HUD, September 2026 New Residential Construction. U.S. Census Bureau, Building Permits Survey. Canada Mortgage and Housing Corporation, September 2026 Housing Starts.

² Source: Freddie Mac, Primary Mortgage Market Survey, April 16, October 15, and October 29, 2026.

Despite these headwinds, the Company expects approximately 49% revenue growth from $46.9 million in 2025, approximately 72% gross profit growth from $10.8 million, and Stone Business Adjusted EBITDA of more than three times its 2025 level. The Company’s revised gross profit guidance of $18.6 million remains close to its original $18.7 million outlook, despite lower expected revenue. These comparisons include Carolina Stone, acquired August 22, 2025, and Canadian Stone Industries, acquired December 1, 2025.

“We set our original guidance in April, and we take responsibility for the expectations we establish,” Lipman added. “We are disappointed to lower our outlook. Higher interest rates have weighed on housing all year, and like others in our industry, we have felt it. Each of our businesses still outperformed its market.”

Access to Full Materials

Concurrently with the filing of Capstone’s Quarterly Report on Form 10-Q, the Company will post an investor presentation discussing its third quarter results, strategic priorities, and detailed financial outlook. These materials will be available in the Investor Relations section of www.capstoneholdingcorp.com.

About Capstone Holding Corp.

Capstone Holding Corp. (NASDAQ: CAPS) is a national, technology-enabled building products distribution platform optimizing supply chains across 38 U.S. states and Canada. Through its Instone operating platform and inventory portal, the Company aggregates and delivers proprietary stone veneer, hardscape materials, and modular masonry systems. Capstone’s model combines digital infrastructure, owned-inventory logistics, and disciplined acquisitions to drive scalable margin expansion and operating leverage across its growing platform.

Non-GAAP Financial Measures

This press release references Stone Business Adjusted EBITDA, organic revenue, and organic gross profit, which are non-GAAP financial measures. Management believes organic revenue and organic gross profit help investors compare revenue and gross profit on a consistent basis, without the effect of acquisition timing. Management uses them alongside consolidated revenue and consolidated gross profit to evaluate operating performance. Management believes Stone Business Adjusted EBITDA is a useful performance measure and uses it to compare the operating performance of the Company’s operating subsidiaries on a consistent basis from period to period. These measures are not measures of financial performance under GAAP and should not be considered alternatives to net income (loss), revenue, gross profit, or any other performance measure derived in accordance with GAAP. These measures may not be comparable to similarly titled measures used by other companies.

Stone Business Adjusted EBITDA presents the results of the Company’s operating subsidiaries and excludes Capstone standalone corporate costs. The Company defines Stone Business Adjusted EBITDA as earnings (loss) before interest expense, income taxes, depreciation and amortization expense, management fees incurred by Instone payable to Capstone and Brookstone, Instone board fees, share-based compensation, change in fair value of contingent consideration, loss on extinguishment of debt, and transaction costs.

Organic results present Instone, Carolina Stone, and Canadian Stone Industries on a comparable basis as if all three businesses had been owned during both comparison periods, with intercompany sales eliminated. The Company acquired Carolina Stone on August 22, 2025, and Canadian Stone Industries on December 1, 2025, and results for those businesses before those dates are taken from the sellers’ records and have not been audited or reviewed by the Company’s independent registered public accounting firm. Canadian Stone Industries’ individual organic growth rates are measured in Canadian dollars and include its sales to the other Capstone businesses in both periods. Sales between the businesses before they were acquired were sales to unrelated parties and are not eliminated from the 2025 figures. Organic gross profit includes tariff refunds recognized during the periods presented, including certain refunds relating to earlier periods. Reconciliations of Stone Business Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, and of organic revenue and organic gross profit to revenue and gross profit, for the three and nine months ended September 30, 2026 and 2025, are included in the Company’s third quarter 2026 investor presentation, which the Company will post in the Investor Relations section of www.capstoneholdingcorp.com concurrently with the filing of its Quarterly Report on Form 10-Q.

^(a) Third-quarter organic revenue growth of 7.5% excludes the elimination, recorded in the third quarter, of $0.79 million of intercompany sales made in the first half of 2026. Reported third-quarter revenue of $19.96 million includes that elimination. Without it, third-quarter revenue would have been $20.75 million. Including it, third-quarter organic revenue grew 3.4%. The elimination does not affect the nine-month figures.

The Company has not provided a quantitative reconciliation of forward-looking Stone Business Adjusted EBITDA guidance to forward-looking GAAP net income (loss) because the individual reconciling items cannot be predicted with reasonable certainty without unreasonable effort. The unavailable reconciling items could have a significant impact on the Company’s GAAP results.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements relate to future events and performance, including FY2026 guidance regarding revenue, gross profit, and Stone Business Adjusted EBITDA, the opening and performance of new locations, new product performance, M&A strategy, use of capital, and operating outlook. To the extent third quarter figures precede the filing of the Company’s Quarterly Report on Form 10-Q, they are preliminary, remain subject to the completion of the Company’s financial closing procedures, and have not been audited or reviewed by the Company’s independent registered public accounting firm. Actual results may differ materially from those projected due to a range of factors, including but not limited to the Company’s liquidity and access to capital; its ability to comply with, or obtain waivers of, financial covenants; the refinancing or repayment of indebtedness as it matures; conditions that may raise substantial doubt about the Company’s ability to continue as a going concern; acquisition timing and integration; macroeconomic conditions; and other execution risks. Please review the Company’s filings with the SEC for a full discussion of these and other risk factors. Capstone undertakes no obligation to revise forward-looking statements except as required by law.

Investor Contact

Investor Relations

Capstone Holding Corp.

investors@capstoneholdingcorp.com

www.capstoneholdingcorp.com

Source: Capstone Holding Corp.

Exhibit 99.2

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 31.3 KB
• EX-99.2 EXHIBIT 99.2 16.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB