Capstone delays Q1 2026 10-Q filing

Capstone Holding Corp. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and requested relief under Rule 12b-25.

Rhea-AI Filing Summary

Capstone Holding Corp. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and requested relief under Rule 12b-25. The company states a delay in completing financial statements and expects to file the Quarterly Report within the extension period permitted under Rule 12b-25.

The notice states the Registrant expects a significant change in results for the three months ended March 31, 2026 driven by acquisitions completed in 2025 — Carolina Stone Holdings, LLC on August 22, 2025 and Fraser Canyon Holdings Inc. and substantially all assets of Continental Stone Industries, Inc. on December 1, 2025. The company says inclusion of a full quarter from the acquired businesses will increase net sales, cost of goods sold, gross profit, operating expenses, amortization of intangible assets and interest expense; full results will be provided in the delayed Quarterly Report.

Insights

Securities Compliance Counsel

Routine 12b-25 extension filed; disclosure meets procedural requirements.

The notice cites inability to complete financial statements without unreasonable effort and elects the fifth-day extension permitted by Rule 12b-25. The filing attaches a signature by the CEO and preserves the company’s right to file within the extension period.

Key dependencies include completion of audited or reviewed schedules and any required accounting for the 2025 acquisitions; subsequent Quarterly Report filings will resolve remaining disclosure items.

M&A Financial Analyst

Acquisition-driven revenue and expense changes are the primary operational drivers cited.

The company explicitly attributes a materially higher level of net sales, cost of goods sold, gross profit, operating expenses, amortization of intangible assets and increased interest expense to the full-quarter inclusion of businesses acquired on 2025-08-22 and 2025-12-01. These items will appear in the delayed Quarterly Report.

Investors should look in the forthcoming filing for purchase price allocation line items, amortization schedules, and financing costs to quantify the earnings impact; timing is dependent on completion of required accounting work.

Key Figures

Quarter end: March 31, 2026 Filing notice date: May 15, 2026 Acquisition — Carolina Stone: Completed August 22, 2025 +2 more

5 metrics

Quarter end March 31, 2026 Form 10-Q period end

Filing notice date May 15, 2026 Rule 12b-25 notification signed by CEO

Acquisition — Carolina Stone Completed August 22, 2025 Acquisition closing date cited as driver of higher Q1 results

Acquisition — Fraser Canyon / Continental assets Completed December 1, 2025 Acquisition closing date cited as driver of higher Q1 results

Anticipated impacts Higher net sales and operating items Full quarter inclusion of acquired businesses for Q1 2026

Key Terms

Rule 12b-25, purchase price allocations, amortization of intangible assets

3 terms

Rule 12b-25 regulatory

"expects to file the Quarterly Report within the extension period permitted under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

purchase price allocations financial

"amortization of intangible assets recognized in the related purchase price allocations"

amortization of intangible assets financial

"The current period will also reflect amortization of intangible assets recognized in the related purchase price allocations"

Amortization of intangible assets is the accounting practice of spreading the purchase cost of non-physical items—like patents, trademarks, or customer lists—over their expected useful life. Investors care because this non-cash charge reduces reported profits and book value over time, affecting earnings trends and valuation, even though it does not immediately change the company’s cash; think of it as paying off a large one-time purchase in small, regular amounts on the books.

FAQ

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

Why did Capstone (CAPS) file an NT 10-Q extension under Rule 12b-25?

Capstone filed the Rule 12b-25 notice because it could not complete financial statements for the Form 10-Q by the May 15, 2026 due date. The company states delays in compiling required accounting and disclosure work and expects to use the extension period to complete the report.

When does Capstone expect to file the delayed Q1 2026 Form 10-Q (CAPS)?

Capstone states it expects to file the Quarterly Report within the extension period permitted under Rule 12b-25, specifically no later than the fifth calendar day following the prescribed due date. The notice was signed on May 15, 2026 by the CEO.

What drove the anticipated significant change in Capstone's Q1 2026 results?

The company attributes materially higher results to acquisitions completed in 2025: Carolina Stone Holdings, LLC on August 22, 2025, and Fraser Canyon Holdings Inc. and related assets on December 1, 2025. A full quarter of acquired operations will be included in the period.

Which expense and revenue items will be affected in Capstone's Q1 2026 results (CAPS)?

Capstone expects increases in net sales, cost of goods sold, gross profit, operating expenses, amortization of intangible assets from purchase price allocations, and higher interest expense associated with acquisition-related and other financing.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:52 PM Learn about SEC filing dates

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number:
Washington, D.C. 20549	Expires:
	Estimated average burden hours per response
FORM 12b-25
	SEC FILE NUMBER
NOTIFICATION OF LATE FILING	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: March 31, 2026
		☐ 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

18400 76th Avenue

Address of Principal Executive Office (Street and Number)

Tinley Park, IL 60477

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 Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Quarterly Report”) by the May 15, 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 Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth 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)

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(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 of operations for the three months ended March 31, 2026 are expected to reflect a significant change from the three months ended March 31, 2025. The change is attributable primarily to the Registrant's acquisitions, completed during the 2025 fiscal year, of Carolina Stone Holdings, LLC, on August 22, 2025, and of Fraser Canyon Holdings Inc. and substantially all of the assets of Continental Stone Industries, Inc., on December 1, 2025. Because neither acquisition was reflected in the Registrant's results of operations for the three months ended March 31, 2025, the inclusion of a full quarter of operations of the acquired businesses in the current period is expected to result in materially higher net sales, cost of goods sold, gross profit and operating expenses relative to the corresponding period of the prior fiscal year. The current period will also reflect amortization of intangible assets recognized in the related purchase price allocations and increased interest expense associated with acquisition-related and other financing. The Registrant's complete results of operations, together with management's discussion and analysis, will be set forth in the Quarterly Report, which the Registrant expects to file within the extension period permitted under Rule 12b-25.

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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: May 15, 2026	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

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