Capstone Holding Corp. (CAPS) director awarded 1.09M restricted shares vesting at separation

Rhea-AI Filing Summary

Capstone Holding Corp. reported that director Michael Toporek acquired 1,094,647 shares of Common Stock on August 7, 2026 via a grant/award, not a market purchase. These shares are unvested restricted stock, granted for no consideration under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended.

The restricted stock may not be sold, transferred, or pledged and will vest in full only upon the Reporting Person's Separation Date, as defined in the Master Restricted Stock Agreement. Following this grant, Toporek directly holds 1,492,647 shares of Capstone Holding Corp. common stock.

Insider Trade Summary

Net Buyer: 1,094,647 shares

Net Buy 1 txn

Insider TOPOREK MICHAEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	1,094,647	--	--

Holdings After Transaction: Common Stock — 1,492,647 shares (Direct)

Footnotes (1)

1. F1. THE REPORTED SHARES ARE UNVESTED RESTRICTED STOCK AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED. Including 1,094,647 shares of common stock granted to the Reporting Person on August 7, 2026 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

Restricted shares granted: 1,094,647 shares Total shares after transaction: 1,492,647 shares Vesting condition: Vests in full upon Separation Date +1 more

4 metrics

Restricted shares granted 1,094,647 shares Unvested restricted common stock granted on August 7, 2026 for no consideration

Total shares after transaction 1,492,647 shares Director Michael Toporek’s direct holdings after the reported grant

Vesting condition Vests in full upon Separation Date Restricted stock awards vest only upon the Reporting Person's Separation Date

Transaction code A Classified as a grant, award, or other acquisition of common stock

Key Terms

unvested restricted stock, 2025 Stock Incentive Plan, Separation Date, Master Restricted Stock Agreement, +1 more

5 terms

unvested restricted stock financial

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

2025 Stock Incentive Plan financial

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

Separation Date financial

"will vest in full only upon the Reporting Person's Separation Date"

Master Restricted Stock Agreement financial

"as defined in the Reporting Person's Master Restricted Stock Agreement"

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 08:18 PM Accepted by SEC EDGAR 08/11/2026 - 08:18 PM Learn about SEC filing dates

FAQ

What insider transaction did Capstone Holding Corp. (CAPS) report for Michael Toporek?

Capstone Holding Corp. reported that director Michael Toporek received a grant of 1,094,647 shares of unvested restricted common stock on August 7, 2026. The award was granted for no consideration under the company’s 2025 Stock Incentive Plan.

How many Capstone Holding Corp. (CAPS) shares does Michael Toporek hold after this Form 4?

After the reported transaction, Michael Toporek directly holds 1,492,647 shares of Capstone Holding Corp. common stock. This total includes the newly granted 1,094,647 unvested restricted shares that are subject to vesting conditions.

What are the vesting terms of Michael Toporek’s restricted stock in Capstone Holding Corp. (CAPS)?

The 1,094,647 restricted shares granted to Michael Toporek will vest in full only upon his Separation Date, as defined in his Master Restricted Stock Agreement. Until vesting, the shares remain unvested restricted stock.

Can Michael Toporek sell or transfer his newly granted Capstone (CAPS) restricted shares?

The filing states the reported shares are unvested restricted stock that may not be sold, transferred or pledged. These limitations apply until the restrictions lapse, which occurs upon the specified Separation Date vesting condition.

Was Michael Toporek’s Capstone (CAPS) stock grant a market purchase?

No. The 1,094,647-share increase came from a grant of restricted stock for no consideration, coded as a grant or award acquisition, rather than a market buy at a stated price per share.

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)
08/07/2026

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)

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	08/07/2026		A		1,094,647	A	(1)	1,492,647	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. THE REPORTED SHARES ARE UNVESTED RESTRICTED STOCK AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED. Including 1,094,647 shares of common stock granted to the Reporting Person on August 7, 2026 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/ Michael M. Toporek	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)