Capstone Holding Corp. (CAPS) delays 2025 Form 10‑K under 12b‑25

Rhea-AI Filing Summary

Capstone Holding Corp. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 by the smaller‑reporting‑company due date of March 31, 2026. The company attributes the delay to completion of financial statements, complex purchase price allocations from two 2025 acquisitions, an in‑progress goodwill impairment analysis that could result in a material non‑cash charge, transaction and integration costs, and accounting complexities related to Series Z preferred stock and convertible promissory notes.

The registrant expects to file the Annual Report no later than the fifteenth calendar day following the prescribed due date, relying on the extension procedure under Rule 12b‑25.

Insights

Accounting & Audit Specialist

Delay stems from complex acquisition accounting and ongoing audit work.

Capstone cites purchase price allocations for acquisitions of Fraser Canyon Holdings Inc. and Continental Stone Industries Inc., plus a pending annual goodwill impairment test that could produce a material non‑cash charge. These items routinely extend audit timelines when valuation inputs are unsettled.

The filing also references transaction and integration costs and complex instruments (Series Z preferred and convertible promissory notes); audit completion and disclosures are the critical near‑term milestones and timing is tied to auditor procedures.

Corporate Finance Analyst

Operational and capital‑structure items increase disclosure complexity.

The company reports integration costs and capital‑structure changes that affect financial statement presentation and footnote detail. Those items typically require expanded disclosures and may affect net income and equity presentation when finalized.

Capstone plans to use the Rule 12b‑25 extension and expects to file within the permitted 15‑day window; subsequent filings will clarify the quantitative impact once audit procedures conclude.

Key Figures

Filing due date: March 31, 2026 Extension window: 15 calendar days Fiscal year end: December 31, 2025 +1 more

4 metrics

Filing due date March 31, 2026 smaller reporting company 10‑K due date

Extension window 15 calendar days Rule 12b‑25 permitted extension

Fiscal year end December 31, 2025 period covered by the delayed Annual Report

Acquisitions completed 2 acquisitions Fraser Canyon Holdings Inc. and Continental Stone Industries Inc. in 2025

Key Terms

purchase price allocations, goodwill impairment analysis, Series Z preferred stock

3 terms

purchase price allocations financial

"required complex purchase price allocations, including amortization of acquired intangible assets"

goodwill impairment analysis accounting

"finalizing its annual goodwill impairment analysis, which could result in a material non-cash charge"

Series Z preferred stock market

"accounting complexities related to its Series Z preferred stock and convertible promissory notes"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
	OMB Number:
	Expires:
	Estimated average burden hours per response
	SEC FILE NUMBER
	001-33560
	CUSIP NUMBER
	14068E208

(Check one):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Capstone Holding Corp.

Full Name of Registrant

Former Name if Applicable

5141 W. 122nd Street

Address of Principal Executive Office (Street and Number)

Alsip, IL 60803

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Capstone Holding Corp. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) by the March 31, 2026 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Annual Report. As a result, the Registrant is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its audit of the financial statements for the fiscal year ended December 31, 2025 to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Matthew E. Lipman		(708)		371-0660
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒ No ☐
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant’s results for fiscal year ended December 31, 2025 were impacted by the acquisitions of Fraser Canyon Holdings Inc. and Continental Stone Industries Inc., which were completed during the year and required complex purchase price allocations, including amortization of acquired intangible assets. The Registrant is also finalizing its annual goodwill impairment analysis, which could result in a material non-cash charge. In addition, the Registrant incurred transaction and integration costs that were not present in the prior year and implemented changes to its capital structure, including accounting complexities related to its Series Z preferred stock and convertible promissory notes.

Due to the ongoing audit procedures and the complexity of these matters, the Registrant is unable to reasonably estimate the quantitative impact at this time and expects to file its Annual Report within the extension period permitted under Rule 12b-25.

2

Capstone Holding Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

3

FAQ

Why did Capstone (CAPS) file a Form 12b-25?

Capstone filed Form 12b‑25 because it could not complete audited financial statements by the March 31, 2026 due date. The delay relates to acquisition accounting, a goodwill impairment analysis, and auditor work needed to finish the Form 10‑K.

When does Capstone expect to file its 2025 Form 10-K?

The company expects to file the Annual Report no later than the fifteenth calendar day after the prescribed due date. That is the extension window available under Rule 12b‑25 for late annual reports.

Which transactions drove the reporting complexity at Capstone?

Complexities stem from the acquisitions of Fraser Canyon Holdings Inc. and Continental Stone Industries Inc. completed in 2025, including purchase price allocations and amortization of acquired intangible assets.

Could Capstone record a charge that affects net income in 2025?

Yes. Capstone is finalizing an annual goodwill impairment analysis that could result in a material non‑cash charge affecting 2025 results; the company cannot yet quantify the amount pending audit completion.

Does the 12b‑25 notice say Capstone missed other periodic filings?

No. The notice indicates that all other required periodic reports for the relevant period have been filed. The 12b‑25 covers only the delayed 2025 Form 10‑K.