Capstone director reports major stock grants and purchase

Capstone Holding Corp. director Gordon Lewis Strout Jr reported multiple equity acquisitions in Capstone Holding Corp. common stock.

Rhea-AI Filing Summary

Capstone Holding Corp. director Gordon Lewis Strout Jr reported multiple equity acquisitions in Capstone Holding Corp. common stock. On March 7, 2025, all Preferred Interests in TotalStone, LLC previously owned by him were exchanged under a Master Exchange Agreement for 822,128 shares of common stock held indirectly through Gordon Rocks, Inc. On March 7, 2025, he also purchased 41,500 common shares at $4.00 per share. In addition, he received unvested restricted stock awards of 142,500 shares on March 30, 2026 and 357,810 shares on August 7, 2026 for no consideration under the Capstone Holding Corp. 2025 Stock Incentive Plan; these restricted shares may not be sold, transferred, or pledged and will vest in full only upon his Separation Date as defined in his Master Restricted Stock Agreement.

Insider Trade Summary

Net Buyer: 41,500 shares

Net Buy 4 txns

Insider Strout Gordon Lewis Jr

Role Director

Bought 41,500 shs ($166K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F2	357,810	--	--
Grant/Award	Common Stock F2	142,500	--	--
Other	Common Stock F1	822,128	--	--
Purchase	Common Stock	41,500	$4.00	$166K

Holdings After Transaction: Common Stock — 822,128 shares (Indirect, By Gordon Rocks, Inc.); Common Stock — 541,810 shares (Direct)

Footnotes (2)

1. F1. On March 7, 2025, pursuant to a Master Exchange Agreement entered into among the Issuer, its operating subsidiary, TotalStone, LLC ("TotalStone"), and TotalStone's Class B and Class C Members, all of the Preferred Interests in TotalStone previously owned by the Reporting Person were exchanged for 822,128 shares of the Issuer's Common Stock.
2. F2. THE REPORTED SHARES ARE UNVESTED RESTRICTED STOCK AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED. Including 142,500 and 357,810 shares of common stock granted to the Reporting Person on March 30, 2026 and August 7, 2026, respectively, as restricted stock awards, for no consideration, under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended. The restricted stock awards will vest in full only upon the Reporting Person's Separation Date, as defined in the Reporting Person's Master Restricted Stock Agreement.

Key Figures

Exchange shares received: 822,128 shares Open-market purchase: 41,500 shares at $4.00 per share Restricted stock grant 2026-03-30: 142,500 shares +2 more

5 metrics

Exchange shares received 822,128 shares Common stock received March 7, 2025 under Master Exchange Agreement for Preferred Interests in TotalStone, LLC

Open-market purchase 41,500 shares at $4.00 per share Common stock purchase on March 7, 2025 coded as transaction type P

Restricted stock grant 2026-03-30 142,500 shares Unvested restricted stock award granted for no consideration under 2025 Stock Incentive Plan

Restricted stock grant 2026-08-07 357,810 shares Unvested restricted stock award granted for no consideration under 2025 Stock Incentive Plan

Unvested restricted stock total 500,310 shares Sum of 142,500 and 357,810 unvested restricted shares referenced in footnote F2

Key Terms

Master Exchange Agreement, Preferred Interests, restricted stock, Separation Date, +1 more

5 terms

Master Exchange Agreement financial

"On March 7, 2025, pursuant to a Master Exchange Agreement entered into among the Issuer"

Preferred Interests financial

"all of the Preferred Interests in TotalStone previously owned by the Reporting Person"

restricted stock financial

"THE REPORTED SHARES ARE UNVESTED RESTRICTED STOCK AND MAY NOT BE SOLD"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Separation Date financial

"The restricted stock awards will vest in full only upon the Reporting Person's Separation Date"

Stock Incentive Plan financial

"under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

FAQ

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

What did Capstone Holding Corp. (CAPS) director Strout acquire on March 7, 2025?

On March 7, 2025, Gordon Lewis Strout Jr exchanged Preferred Interests in TotalStone, LLC for 822,128 shares of Capstone Holding Corp. common stock, held indirectly through Gordon Rocks, Inc. under a Master Exchange Agreement.

How many Capstone (CAPS) shares did Strout buy in the market and at what price?

Gordon Lewis Strout Jr purchased 41,500 shares of Capstone common stock on March 7, 2025 at a price of $4.00 per share, reported as a direct ownership open-market or private transaction.

What restricted stock awards did Strout receive from Capstone (CAPS) in 2026?

He received unvested restricted stock awards of 142,500 shares on March 30, 2026 and 357,810 shares on August 7, 2026, granted for no consideration under the 2025 Stock Incentive Plan as restricted stock awards.

When do Strout’s restricted Capstone (CAPS) shares vest?

The reported restricted shares will vest in full only upon Gordon Lewis Strout Jr’s Separation Date, as defined in his Master Restricted Stock Agreement; until then they are unvested and subject to transfer restrictions.

Are Strout’s Capstone (CAPS) restricted shares currently tradeable?

No. The filing states the reported restricted shares are unvested restricted stock that may not be sold, transferred or pledged until they vest in accordance with the governing agreements and plan terms.

How are some of Strout’s Capstone (CAPS) shares held?

A portion of Gordon Lewis Strout Jr’s Capstone holdings is reported as indirect ownership, held by Gordon Rocks, Inc. following the March 7, 2025 exchange of Preferred Interests in TotalStone, LLC into Capstone common stock.

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

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Accepted by SEC EDGAR 08/11/2026 - 08:19 PM EDT Learn about SEC filing dates

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^*

Strout Gordon Lewis Jr

(Last) (First) (Middle)

18400 76TH AVENUE

(Street)

TINLEY PARK INDIANA 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)
03/07/2025

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)

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	03/07/2025		J		822,128	A	(1)	822,128	I	By Gordon Rocks, Inc.
Common Stock	03/07/2025		P		41,500	A	$4	41,500	D
Common Stock	03/30/2026		A		142,500	A	(2)	184,000	D
Common Stock	08/07/2026		A		357,810	A	(2)	541,810	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. On March 7, 2025, pursuant to a Master Exchange Agreement entered into among the Issuer, its operating subsidiary, TotalStone, LLC ("TotalStone"), and TotalStone's Class B and Class C Members, all of the Preferred Interests in TotalStone previously owned by the Reporting Person were exchanged for 822,128 shares of the Issuer's Common Stock.

2. THE REPORTED SHARES ARE UNVESTED RESTRICTED STOCK AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED. Including 142,500 and 357,810 shares of common stock granted to the Reporting Person on March 30, 2026 and August 7, 2026, respectively, as restricted stock awards, for no consideration, under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended. The restricted stock awards will vest in full only upon the Reporting Person's Separation Date, as defined in the Reporting Person's Master Restricted Stock Agreement.

	/s/ Gordon Strout	08/11/2026
	** 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)