STOCK TITAN

Capstone Holding Corp. (OTC: CAPS) surges 67% in Q2 revenue and turns Stone EBITDA positive

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Revenue grew 67% year over year to $21.5 million, indicating rapid top-line expansion in Q2 2026.
  • Gross profit increased 92% to $6.0 million and gross margin expanded to 27.9%, showing profitability improving faster than revenue.
  • Stone Business Adjusted EBITDA turned positive to $2.0 million with a 9.4% margin, achieving the inflection management had guided for.
  • The company reaffirmed FY2026 guidance for $72.1 million revenue, $18.7 million gross profit, and approximately $3.8 million Stone Business Adjusted EBITDA.

Negative

  • Net loss widened to $1.4 million (GAAP) in Q2 2026, compared with a $0.7 million loss in Q2 2025.
  • Risk disclosures note factors that may raise substantial doubt about the company’s ability to continue as a going concern, as well as liquidity, covenant-compliance, and refinancing risks.

Filing Explained

The results remain preliminary, while Stone Business Adjusted EBITDA excludes corporate costs pending reconciliation in the second-quarter 10-Q.

This Form 8-K furnishes Capstone’s second-quarter results and investor materials under Items 2.02 and 7.01; the exhibits are not deemed filed under Section 18, and the reported figures remain subject to completion of closing procedures.

The release states that the second-quarter figures as of June 30, 2026 have not been audited or reviewed by the independent registered public accounting firm, so the disclosure is not yet a finalized quarterly report.

Stone Business Adjusted EBITDA is a non-GAAP measure covering the operating subsidiaries while excluding Capstone standalone corporate costs and other listed items; it is not an alternative to consolidated GAAP net income or loss.

The company says a reconciliation for the three and six months ended June 30, 2026 will accompany the second-quarter Form 10-Q, providing the next specified source for assessing how the adjusted measure reconciles to consolidated results.

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, and exhibit attachments filed with this report.
Q2 2026 Revenue $21.5 million Revenue for the quarter ended June 30, 2026; up 67% year over year
Q2 2026 Gross Profit $6.0 million Gross profit for the quarter ended June 30, 2026; up 92% year over year
Q2 2026 Gross Margin 27.9% Expanded by 357 basis points versus Q2 2025
Q2 2026 Net Loss (GAAP) $1.4 million Net loss for the quarter ended June 30, 2026; compared with $0.7 million loss in Q2 2025
Q2 2026 Stone Business Adjusted EBITDA $2.0 million Stone Business Adjusted EBITDA with a 9.4% margin; $2.9 million improvement from Q1
FY2026 Revenue Guidance $72.1 million Reaffirmed full-year 2026 revenue outlook
FY2026 Gross Profit Guidance $18.7 million Reaffirmed full-year 2026 gross profit outlook
FY2026 Stone Business Adjusted EBITDA Guidance $3.8 million Approximate Stone Business Adjusted EBITDA guidance for full-year 2026
Stone Business Adjusted EBITDA financial
"Stone Business Adjusted EBITDA was $2.0 million, a 9.4% margin"
gross margin financial
"gross margin expanded 357 basis points to 27.9%"
Gross margin is the difference between how much money a company makes from selling its products and how much it costs to produce them, expressed as a percentage of sales. It shows how efficiently a company is turning sales into profit before other expenses like marketing or salaries. Higher gross margin means the company keeps more money from each sale, which is a good sign of financial health.
basis points financial
"gross margin expanded 357 basis points to 27.9%"
Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.
going concern financial
"conditions that may raise substantial doubt about the Company's ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
forward-looking statements regulatory
"This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995"
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.
Revenue $21.5 million +67% year over year
Gross Profit $6.0 million +92% year over year
Gross Margin 27.9% +357 basis points year over year
Net Loss (GAAP) $1.4 million compared with $0.7 million loss in Q2 2025
Stone Business Adjusted EBITDA $2.0 million $2.9 million improvement from Q1 2026
Guidance

FY2026 guidance reaffirmed for $72.1 million revenue, $18.7 million gross profit, and approximately $3.8 million Stone Business Adjusted EBITDA.

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

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FAQ

How did Capstone Holding Corp. (CAPS) perform financially in Q2 2026?

Capstone reported Q2 2026 revenue of $21.5 million, up 67% year over year, and gross profit of $6.0 million, up 92%. Gross margin improved to 27.9%, while the company recorded a GAAP net loss of $1.4 million.

What were Capstone Holding Corp. (CAPS) Stone Business results in Q2 2026?

The Stone Business generated Adjusted EBITDA of $2.0 million in Q2 2026, representing a 9.4% margin. This delivered the positive Stone Business Adjusted EBITDA inflection management had guided and reflected a $2.9 million improvement from the first quarter.

What FY2026 guidance did Capstone Holding Corp. (CAPS) reaffirm?

Capstone reaffirmed FY2026 guidance for $72.1 million revenue, $18.7 million gross profit, and approximately $3.8 million Stone Business Adjusted EBITDA. Guidance reflects expectations for continued growth and margin expansion within the Stone Business during 2026.

Is Capstone Holding Corp. (CAPS) currently profitable on a GAAP basis?

Capstone is not yet profitable on a GAAP basis, reporting a Q2 2026 net loss of $1.4 million compared with a $0.7 million net loss in Q2 2025, despite strong growth in revenue and gross profit.

What key risks does Capstone Holding Corp. (CAPS) highlight in this update?

Capstone cites risks related to liquidity and access to capital, financial covenant compliance, debt refinancing or repayment, and conditions that may raise substantial doubt about its ability to continue as a going concern, among other macroeconomic and execution risks.

What strategic priorities did Capstone Holding Corp. (CAPS) emphasize for upcoming quarters?

Management emphasized capital-efficient organic growth, expanding Stone Business Adjusted EBITDA margins from about 5% toward 10%, opening new locations, expanding products and geographies, and resuming acquisitions opportunistically once the current platform is optimized and market conditions allow.
false 0000887151 0000887151 2026-08-12 2026-08-12
 
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): August 12, 2026
 

 
CAPSTONE HOLDING CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
001-33560
86-0585310
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
18400 76th Avenue
Tinley Park, Illinois 60477
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (708) 371-0660
 
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 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 per share
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 August 12, 2026, Capstone Holding Corp. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended June 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 second 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 No.
Description
99.1
Press release of Capstone Holding Corp., dated August 12, 2026
99.2
Investor presentation of Capstone Holding Corp., dated August 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURE
 
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: August 12, 2026
CAPSTONE HOLDING CORP.
   
 
By: /s/ Matthew E. Lipman
 
Name: Matthew E. Lipman
 
Title: Chief Executive Officer
 
 

Exhibit 99.1

 

Capstone Reports Q2 2026 Results: Revenue Up 67%, Gross Profit Up

92%, Stone Business Adjusted EBITDA Turns Positive as Guided

 

Stone Business Adjusted EBITDA of $2.0 million at a 9.4% margin delivers the second-quarter inflection guided in Q1; FY2026 guidance reaffirmed

 

NEW YORK(BUSINESS WIRE)August 12, 2026—Capstone Holding Corp. (NASDAQ: CAPS), a national, technology-enabled building products distribution platform, today reported financial and operating results for the second quarter of 2026.

 

Revenue grew 67% year over year to $21.5 million, gross profit grew 92% to $6.0 million, and gross margin expanded 357 basis points to 27.9%. Stone Business Adjusted EBITDA was $2.0 million, a 9.4% margin, delivering the positive Stone Business Adjusted EBITDA the Company guided to for the second quarter and a $2.9 million improvement from the first quarter.

 

The Company reaffirms FY2026 guidance of $72.1 million of revenue, $18.7 million of gross profit, and approximately $3.8 million of Stone Business Adjusted EBITDA.

 

Financial Summary

 

Metric

Q2 2025

Q2 2026

  YoY Change

FY2026

Guidance

Revenue

$12.9M

$21.5M

+67%

$72.1M

Gross Profit

$3.1M

$6.0M

+92%

$18.7M

Gross Margin

24.4%

27.9%

+357 bps

26.0%

Net Loss (GAAP)

$(0.7)M

$(1.4)M

n/m

n/a

Adjusted EBITDA (Stone Business)

$0.9M

$2.0M

+126%

$3.8M

Adjusted EBITDA Margin (Stone Business)

6.9%

9.4%

+243 bps

5.2%

 

“In the second quarter, we achieved the profitability and EBITDA inflection we guided to in the first quarter. We enter Q3—our strongest selling season—with considerable momentum,” said Matthew Lipman, Chief Executive Officer. “Our platform is larger, more productive, and more profitable than it was a year ago. Gross profit continues to outpace revenue growth, a clear sign that our scale is reaching the bottom line.”

 

Key Highlights

 

Stone Business Adjusted EBITDA Positive as Guided: Stone Business Adjusted EBITDA of $2.0 million in Q2 at a 9.4% margin, up 126% year over year and a $2.9 million improvement from Q1, delivering the positive Stone Business Adjusted EBITDA guidance provided in the first quarter.

 

Margin Expansion Continued: Gross margin of 27.9%, up 357 basis points year over year, driven by scale, a higher mix of owned brands and installation, and purchasing and freight efficiencies, including the $480,000 of annualized savings from the Midwest distribution consolidation announced in May.

 

 

 

Integration Synergies Drive Productivity: SG&A declined versus both the prior year and sequentially as integration initiatives mature. Each operating business continues to improve productivity through shared systems, centralized purchasing, and logistics optimization.

 

New Products Scaling: Eldorado Stone reached 81 dealers across 17 states within ten weeks of launch. BrikClad continues to gain momentum in Canada, and Nature's Edge launched during the second quarter.

 

Ninth Location Opens August 17: The Company's first greenfield location, serving Wilmington and Myrtle Beach, opens August 17 with five customers signed before opening, combining distribution and installation on central systems.

 

AI Operating System in Production: Live since April 7 across supply chain and finance functions, supporting forecasting, procurement, routing, and inventory management, including the $700,000 surplus-inventory conversion announced in July.

 

Management's priority in the quarters ahead is capital-efficient organic growth. As business momentum continues to build, Capstone believes it has a clear path toward a $100 million annual revenue run rate while expanding Stone Business Adjusted EBITDA margins from approximately 5% to 10%. The Company remains committed to disciplined capital allocation and expects future acquisitions to resume opportunistically once the current platform has been fully optimized and market conditions support attractive returns on invested capital.

 

"We are now entering the strongest months of our selling season following a historically cold and wet winter. We do so with more products, more locations, and a more efficient platform," Lipman added. "Location nine opens on August 17 with five customers already signed, and Eldorado Stone has expanded into 17 states just ten weeks after launch. Building on the strong momentum established in the second quarter, we believe we are well positioned to execute on our second-half objectives and reaffirm our full-year guidance."

 

Access to Full Materials

 

Following the filing of Capstone’s Quarterly Report on Form 10-Q, the Company will post an investor presentation discussing its second 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, a non-GAAP financial measure that presents the results of the Company’s operating subsidiaries and excludes Capstone standalone corporate costs. Stone Business Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered an alternative to net income (loss) or any other performance measure derived in accordance with GAAP. Stone Business Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. 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. A reconciliation of Stone Business Adjusted EBITDA to Capstone consolidated comprehensive income (loss), the GAAP measure from which it is derived, for the three and six months ended June 30, 2026 and 2025 will be included in the Company's second 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 for the quarter ended June 30, 2026. That reconciliation identifies the items by which comprehensive income (loss) differs from net income (loss), which are the foreign currency translation adjustment and, for the six months ended June 30, 2025, the Class B units preferred return. 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 second 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

 

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Filing Exhibits & Attachments

6 documents