Capstone Holding Corp. (CAPS) CEO awarded 1.09M restricted shares vesting in 2029

Rhea-AI Filing Summary

Lipman Matthew E. reported acquisition or exercise transactions in this Form 4 filing.

Capstone Holding Corp. reported that Chief Executive Officer and director Matthew E. Lipman, also a more-than-10% owner, received a grant of 1,094,648 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 award, he directly holds 1,492,648 shares of common stock.

Insider Trade Summary

Net Buyer: 1,094,648 shares

Net Buy 1 txn

Insider Lipman Matthew E.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	1,094,648	--	--

Holdings After Transaction: Common Stock — 1,492,648 shares (Direct)

Footnotes (1)

1. F1. THE REPORTED SHARES ARE UNVESTED RESTRICTED STOCK AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED. Including 1,094,648 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 stock granted: 1,094,648 shares Shares owned after transaction: 1,492,648 shares Vesting date: August 7, 2029

3 metrics

Restricted stock granted 1,094,648 shares Unvested restricted common stock granted on August 7, 2026

Shares owned after transaction 1,492,648 shares Direct common stock holdings following the August 7, 2026 grant

Vesting date August 7, 2029 Restricted stock awards vest in full on the third anniversary of grant

Key Terms

restricted stock, 2025 Stock Incentive Plan, vesting

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.

2025 Stock Incentive Plan financial

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

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 08:20 PM Accepted by SEC EDGAR 08/11/2026 - 08:20 PM Learn about SEC filing dates

FAQ

What transaction did Capstone Holding Corp. (CAPS) disclose for Matthew E. Lipman?

Capstone Holding Corp. disclosed that CEO Matthew E. Lipman received 1,094,648 shares of unvested restricted common stock on August 7, 2026, as an equity grant under the company’s 2025 Stock Incentive Plan, for no cash consideration.

How many Capstone Holding Corp. (CAPS) shares does Matthew E. Lipman hold after this grant?

After the reported grant, Matthew E. Lipman directly holds 1,492,648 shares of Capstone Holding Corp. common stock. This total includes 1,094,648 unvested restricted shares granted on August 7, 2026, which remain subject to vesting conditions.

When do Matthew E. Lipman’s new restricted Capstone (CAPS) shares vest?

The 1,094,648 restricted shares granted to Matthew E. Lipman will vest in full on August 7, 2029. Vesting is conditioned on his continued service with Capstone Holding Corp. through that vesting date.

Were Matthew E. Lipman’s new Capstone (CAPS) shares purchased for cash?

No. The 1,094,648 restricted shares were granted to Matthew E. Lipman for no consideration as equity compensation under Capstone Holding Corp.’s 2025 Stock Incentive Plan, rather than being bought in an open-market transaction.

Can Matthew E. Lipman sell or transfer his newly granted Capstone (CAPS) restricted stock?

The filing states the reported shares are unvested restricted stock and may not be sold, transferred, or pledged until they vest. They are scheduled to vest in full on August 7, 2029, subject to continued service.

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^*

Lipman Matthew E.

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

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		1,094,648	A	(1)	1,492,648	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 1,094,648 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/ Matthew E. Lipman	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)