Capstone Holding Corp. (CAPS) awards 515K restricted shares to executive Grotke

Rhea-AI Filing Summary

Grotke Kevin Allan reported acquisition or exercise transactions in this Form 4 filing.

Capstone Holding Corp. reported that Kevin Allan Grotke, President & CEO of TotalStone, received a grant of 515,495 shares of unvested restricted common stock on August 7, 2026, for no consideration, under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended. These restricted stock awards may not be sold, transferred or pledged and will vest in full on August 7, 2029, subject to his continued service. Following this grant, his directly held common stock position is 1,041,597 shares.

Insider Trade Summary

Net Buyer: 515,495 shares

Net Buy 1 txn

Insider Grotke Kevin Allan

Role President & CEO of TotalStone

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	515,495	--	--

Holdings After Transaction: Common Stock — 1,041,597 shares (Direct)

Footnotes (1)

1. F1. THE REPORTED SHARES ARE UNVESTED RESTRICTED STOCK AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED. Including 515,495 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 on August 7, 2029, the third anniversary of the grant date, subject to the Reporting Person's continued service.

Key Figures

Restricted shares granted: 515,495 shares of common stock Vesting date: August 7, 2029 Total shares after grant: 1,041,597 shares

3 metrics

Restricted shares granted 515,495 shares of common stock Unvested restricted stock granted on August 7, 2026 under 2025 Stock Incentive Plan

Vesting date August 7, 2029 Restricted stock awards vest in full on this date, subject to continued service

Total shares after grant 1,041,597 shares Common stock directly held by Kevin Allan Grotke following the reported grant

Key Terms

restricted stock, Capstone Holding Corp. 2025 Stock Incentive Plan, vest in full

3 terms

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.

Capstone Holding Corp. 2025 Stock Incentive Plan financial

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

vest in full financial

"The restricted stock awards will vest in full on August 7, 2029"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 08:22 PM Accepted by SEC EDGAR 08/11/2026 - 08:21 PM Learn about SEC filing dates

FAQ

What did insider Kevin Allan Grotke receive in this Form 4 for CAPS?

Kevin Allan Grotke received 515,495 shares of unvested restricted common stock of Capstone Holding Corp. on August 7, 2026, as a grant under the company’s 2025 Stock Incentive Plan, for no consideration, subject to future vesting conditions.

When do Kevin Allan Grotke’s new restricted CAPS shares vest?

The 515,495 restricted shares granted to Kevin Allan Grotke will vest in full on August 7, 2029. Vesting is conditioned on his continued service, and until vesting the shares may not be sold, transferred, or pledged.

How many Capstone Holding Corp. (CAPS) shares does Kevin Allan Grotke hold after this grant?

After the reported grant, Kevin Allan Grotke directly holds 1,041,597 shares of Capstone Holding Corp. common stock. This total includes the 515,495 unvested restricted shares awarded on August 7, 2026.

Was cash paid for the restricted stock granted to Kevin Allan Grotke at CAPS?

No cash was paid. The Form 4 states that the 515,495 restricted shares were granted to Kevin Allan Grotke on August 7, 2026 for no consideration, as awards under the Capstone Holding Corp. 2025 Stock Incentive Plan.

What restrictions apply to Kevin Allan Grotke’s new CAPS restricted stock?

The reported shares are unvested restricted stock that may not be sold, transferred, or pledged. They will vest in full on August 7, 2029, provided Kevin Allan Grotke continues his service through that date.

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^*

Grotke Kevin Allan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO of TotalStone

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		515,495	A	(1)	1,041,597	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 515,495 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 on August 7, 2029, the third anniversary of the grant date, subject to the Reporting Person's continued service.

	/s/ Kevin Grotke	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)