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UNITED STATES
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OMB APPROVAL
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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Estimated average burden hours per response
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| FORM 12b-25 |
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SEC FILE NUMBER
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| NOTIFICATION OF LATE FILING |
001-33560
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CUSIP NUMBER
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14068E208
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(Check one):
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☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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For Period Ended: March 31, 2026
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended:
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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.
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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
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Capstone Holding Corp.
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Full Name of Registrant
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Former Name if Applicable
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18400 76th Avenue
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Address of Principal Executive Office (Street and Number)
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Tinley Park, IL 60477
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City, State and Zip Code
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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)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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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
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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
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(1)
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Name and telephone number of person to contact in regard to this notification
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Matthew E. Lipman
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(708)
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371-0660
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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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).
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Yes ☒ No ☐
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(3)
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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?
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Yes ☒ No ☐
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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.
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Date: May 15, 2026
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By:
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/s/ Matthew E. Lipman
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Name:
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Matthew E. Lipman
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Title:
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Chief Executive Officer
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