Capstone director granted 356,250 restricted shares

TOPOREK MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 07/24/2026 - 04:28 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

TOPOREK MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Capstone Holding Corp. director Michael Toporek reported an amended grant of 356,250 shares of common stock as restricted stock awards on March 30, 2026, issued for no consideration. These shares vest only upon specified Board-related events, bringing his reported direct holdings to 391,678 shares, excluding 121,774 shares controlled through BP Peptides, LLC.

Insider Trade Summary

Grant/Award: 356,250 shares

Grant/Award 1 txn

Insider TOPOREK MICHAEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2, F3	356,250	--	--

Holdings After Transaction: Common Stock — 391,678 shares (Direct)

Holdings Before and After: Common Stock, 35,428 to 391,678 shares (Direct)

Footnotes (3)

1. F1. This Form 4/A is being filed solely to correct the nature of the shares and the vesting schedule reported as granted on April 1, 2026. This amendment reflects that the shares granted were shares of common stock, rather than restricted stock units, and corrects the vesting schedule of the shares granted.
2. F2. Including 356,250 shares of common stock granted to the Reporting Person on March 30, 2026 as restricted stock awards, for no consideration. The restricted stock awards will vest in full only upon the Reporting Person's death or disability, removal from the Board of Directors other than for Cause, or failure to be re-elected to the Board of Directors. If the Reporting Person voluntarily resigns from the Board of Directors before the applicable vesting event, the restricted stock awards will be forfeited.
3. F3. Excludes 121,774 shares controlled by the Reporting Person, through his control of BP Peptides, LLC.

Key Figures

Restricted stock grant: 356,250 shares Direct holdings after grant: 391,678 shares Indirectly controlled shares excluded: 121,774 shares +1 more

4 metrics

Restricted stock grant 356,250 shares Shares of common stock granted as restricted stock awards on March 30, 2026

Direct holdings after grant 391,678 shares Direct Capstone common shares held by Michael Toporek following the reported transaction

Indirectly controlled shares excluded 121,774 shares Shares controlled via BP Peptides, LLC that are excluded from direct post-transaction holdings

Transaction date March 30, 2026 Date on which the 356,250 restricted shares of common stock were granted

Key Terms

restricted stock awards, vesting schedule, Cause, Board of Directors

4 terms

restricted stock awards financial

"356,250 shares of common stock granted to the Reporting Person on March 30, 2026 as restricted stock awards, for no consideration."

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

vesting schedule financial

"to correct the nature of the shares and the vesting schedule reported as granted on April 1, 2026."

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

Cause regulatory

"removal from the Board of Directors other than for Cause, or failure to be re-elected to the Board of Directors."

Board of Directors financial

"If the Reporting Person voluntarily resigns from the Board of Directors before the applicable vesting event, the restricted stock awards will be forfeited."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

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

What stock grant did Capstone Holding Corp. (CAPS) director Michael Toporek report in this Form 4/A?

Michael Toporek reported a grant of 356,250 shares of common stock as restricted stock awards on March 30, 2026. The shares were granted for no consideration and are structured as common stock, not restricted stock units, according to the amendment language.

How do the 356,250 restricted shares for Capstone Holding Corp. (CAPS) vest?

The 356,250 restricted shares vest in full only upon Toporek’s death or disability, removal from the Board of Directors other than for Cause, or failure to be re-elected. If he voluntarily resigns from the Board before a vesting event, the restricted stock awards are forfeited.

Why was this Form 4/A amendment filed for Capstone Holding Corp. (CAPS)?

The amendment was filed to correct the nature of the shares and the vesting schedule previously reported. It clarifies that the grant consisted of shares of common stock rather than restricted stock units and adjusts the described vesting terms for the reported award.

What are Michael Toporek’s reported holdings in CAPS after the 356,250-share grant?

After the grant, Toporek is reported as holding 391,678 shares of Capstone common stock directly. This figure excludes 121,774 shares that he controls indirectly through BP Peptides, LLC, which are not included in the post-transaction direct ownership total.

Are Michael Toporek’s reported CAPS transactions under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirming that the transaction was made pursuant to a Rule 10b5-1 trading plan. The grant is described as a restricted stock award for no consideration, with no separate trading plan reference in the notes provided.

What key conditions can cause forfeiture of the CAPS restricted stock awards granted to Michael Toporek?

The restricted stock awards will be forfeited if Toporek voluntarily resigns from the Board of Directors before a qualifying vesting event. Qualifying events include death, disability, removal other than for Cause, or failure to be re-elected to the Board of Directors.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TOPOREK MICHAEL

(Last) (First) (Middle)

18400 76TH AVENUE

(Street)

TINLEY PARK ILLINOIS 60477

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Capstone Holding Corp. [ CAPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/30/2026		A		356,250(2)	A	(2)	391,678(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A is being filed solely to correct the nature of the shares and the vesting schedule reported as granted on April 1, 2026. This amendment reflects that the shares granted were shares of common stock, rather than restricted stock units, and corrects the vesting schedule of the shares granted.

2. Including 356,250 shares of common stock granted to the Reporting Person on March 30, 2026 as restricted stock awards, for no consideration. The restricted stock awards will vest in full only upon the Reporting Person's death or disability, removal from the Board of Directors other than for Cause, or failure to be re-elected to the Board of Directors. If the Reporting Person voluntarily resigns from the Board of Directors before the applicable vesting event, the restricted stock awards will be forfeited.

3. Excludes 121,774 shares controlled by the Reporting Person, through his control of BP Peptides, LLC.

	/s/ Michael Toporek	07/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)