[8-K] Capstone Holding Corp. Reports Material Event

Rhea-AI Filing Summary

Capstone Holding Corp. (CAPS) announced that it reported its financial results for the quarter ended September 30, 2025 through a press release dated November 17, 2025, which is furnished as Exhibit 99.1 to this report. The company also disclosed that on the same day it inadvertently sent this press release to its email distribution list before the official issuance. The information in Items 2.02 and 7.01, including Exhibit 99.1, is being furnished rather than filed, which limits its exposure to certain liabilities under the Exchange Act.

Insights

SEC Filings Analyst

Capstone furnished quarterly results and disclosed a minor Reg FD-related timing error in its press release distribution.

The company used a Form 8-K under Item 2.02 to furnish a press release with financial results for the quarter ended September 30, 2025. That press release, attached as Exhibit 99.1, contains the actual numbers and discussion of its operations and financial condition for the period. Because the information is furnished rather than filed, it is not subject to Section 18 liability and will not automatically be incorporated into other Securities Act or Exchange Act filings.

The 8-K also notes under Item 7.01 that the press release was inadvertently emailed to the company’s distribution list before its formal issuance. By using Regulation FD disclosure, the company is formally acknowledging a selective or premature communications issue and placing the same information into the public record. This helps address fair disclosure concerns while keeping any legal exposure limited, since the company expressly treats the information as furnished.

The key items to watch are in Exhibit 99.1: revenue trends, profitability, cash flow, and any forward-looking commentary related to periods after September 30, 2025. The timing error disclosure is operational rather than financial, but it highlights the importance of the company’s controls around external communications going forward. Attention over the next few quarters should focus on whether subsequent 8-K earnings releases show consistent timing and clean disclosure practices.

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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 17, 2025

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.)

5141 W. 122nd Street

Alsip, IL 60803

(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, par value $0.0005 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 November 17, 2025, Capstone Holding Corp. (the “Company”) reported its financial results for the quarter ended September 30, 2025 via a press release (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

On the same day, the Company inadvertently sent the Press Release to the Company’s email distribution list prior to the issuance of the Press Release.

The information set forth in Item 2.02 and Item 7.01, including Exhibit 99.1 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language contained in such filing, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibits
99.1		Press Release dated November 17, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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 17, 2025	Capstone Holding Corp.
	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

2

FAQ

What did Capstone Holding Corp. (CAPS) announce in this Form 8-K?

Capstone Holding Corp. reported that it released its financial results for the quarter ended September 30, 2025 via a press release dated November 17, 2025, which is included as Exhibit 99.1.

Which period do the latest Capstone (CAPS) financial results cover?

The financial results discussed in this Form 8-K cover Capstone Holding Corp.'s quarter ended September 30, 2025.

How were Capstone Holding Corp.'s Q3 2025 results communicated to investors?

The results for the quarter ended September 30, 2025 were communicated through a press release dated November 17, 2025, furnished as Exhibit 99.1 to this report.

What was the inadvertent disclosure mentioned by Capstone Holding Corp.?

Capstone Holding Corp. stated that on November 17, 2025, it inadvertently sent the earnings press release to its email distribution list prior to the formal issuance of the press release.

Is the Capstone Holding Corp. earnings press release considered filed with the SEC?

No. The company specifies that the information in Item 2.02 and Item 7.01, including Exhibit 99.1, is being furnished and not filed, meaning it is not subject to Section 18 liability of the Exchange Act.

Which exhibits are included with this Capstone Holding Corp. Form 8-K?

The report includes Exhibit 99.1, the press release dated November 17, 2025, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Who signed this Capstone Holding Corp. Form 8-K?

The Form 8-K was signed on behalf of Capstone Holding Corp. by Matthew E. Lipman, the company’s Chief Executive Officer, on November 17, 2025.