Welcome to our dedicated page for Capstone Holding SEC filings (Ticker: CAPS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Capstone Holding Corp. filings document the regulatory record for a Nasdaq-listed emerging growth company operating a tech-enabled building products distribution platform. Its reports cover common stock listing details, convertible-note financing, working-capital and capital-structure disclosures, Regulation FD updates tied to investor FAQs and operating outlooks, and amendments to material-event reports.
Proxy and current-report filings address director elections, auditor ratification, a proposed reverse stock split authorization, related-party fee waiver and deferral arrangements, acquisition activity involving operating subsidiaries such as TotalStone and InStone Canada, delayed annual-report notice, and Nasdaq continued-listing matters.
Capstone Holding Corp. is asking stockholders to approve several governance and capital structure items at its June 18, 2026 virtual annual meeting. Holders of 16,888,500 votes across common and preferred stock will elect Class I and Class II directors and ratify GBQ Partners LLC as auditor for 2026.
Stockholders are also being asked to approve a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑50 to help address Nasdaq’s $1.00 minimum bid price requirement, and to expand the 2025 Stock Incentive Plan’s equity pool from 21.5% to 35% of common shares outstanding each quarter.
The proxy details director and executive backgrounds, board committee composition, executive pay, substantial related‑party arrangements with Brookstone‑affiliated entities, and a large March 30, 2026 grant of 1,995,000 restricted shares at $0.649 per share to management and directors.
Capstone Holding Corp. published an investor FAQ and press release outlining major progress on its capital structure and reaffirming strong FY2026 guidance. As of May 1, about 72% of the original $6.82 million convertible-note principal has been converted, leaving $1.90 million outstanding.
The company reiterates FY2026 targets of $72.1 million in revenue, up 54%, gross profit of approximately $18.7 million, up 73%, and EBITDA of about $3.8 million, an estimated 322% year-over-year increase, with a positive EBITDA run-rate expected beginning in Q2. Management also highlights leverage from recent acquisitions, AI-driven cost savings, and active efforts to extend key working-capital facilities.
Capstone Holding Corp. is soliciting proxies for its 2026 Annual Meeting to be held virtually on June 18, 2026. The Board set April 22, 2026 as the record date; there were 16,888,500 votes outstanding as of that date. Key items for stockholder approval include the election of directors, ratification of GBQ Partners LLC as auditor, a proposed reverse stock split at a ratio of 1-for-5 to 1-for-50 (board may decide ratio and timing within 12 months), an amendment to increase the 2025 Stock Incentive Plan pool from 21.5% to 35% of outstanding common shares, and authorization to adjourn to solicit additional proxies. The reverse split is presented as a potential means to regain Nasdaq compliance with the $1.00 minimum bid price requirement.
Capstone Holding Corp. Schedule 13G/A reports joint filing by 3i, Tumim Stone Capital LLC, 3i Management LLC and Maier Joshua Tarlow describing beneficial ownership tied to warrants and convertible notes. The filing bases percentages on 11,453,707 shares outstanding as of April 15, 2026.
The reporting persons state combined beneficial ownership of 1,271,220 shares attributable to 3i (issuable upon warrant exercises and note conversions), and Tumim beneficially owns 47,800 shares. The filing explains interaction of a 4.99% and a 9.99% beneficial‑ownership limitation that governs exercises/conversions and limits issuances.
Capstone Holding Corp. filed an amendment to its annual report for the year ended December 31, 2024 to correct headings on key financial statements. The amendment removes an inadvertent “unaudited” label from the consolidated balance sheets, statements of operations and cash flows, which are fully audited.
The company distributes masonry stone products through subsidiary TotalStone. For 2024, Capstone reported net sales of $44.9 million, gross profit of $9.6 million, and a net loss attributable to common stockholders of $5.5 million. Total assets were $47.2 million, including $23.3 million of goodwill and $9.6 million of inventories with a $576,000 reserve for slow-moving and obsolete stock.
Operating activities generated $3.8 million of cash in 2024, while financing activities used $3.7 million, leaving year-end cash of $11,000. Subsequent to year-end, Capstone completed a public offering of 1,250,000 shares at $4.00 per share, raising net proceeds of about $3.48 million, and restructured TotalStone’s equity, exchanging preferred interests for common stock.
Capstone Holding Corp. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025. The amendment’s sole purpose is to include a revised Consent of Independent Registered Public Accounting Firm with a correct list of registration statement numbers and updated CEO/CFO certifications.
The company states that this amendment does not modify or update its previously reported financial position, results of operations, cash flows, or other disclosures, and does not reflect events after the original report. As of April 15, 2026, Capstone had 11,453,707 shares of common stock outstanding.
Capstone Holding Corp. amended the terms of a previously issued senior secured convertible note held by an institutional investor. The company and the buyer agreed to reduce the conversion price on $500,000 of principal under the October 2025 Convertible Note from $1.10 to $0.57 per share via a Conversion Price Voluntary Adjustment Notice dated April 16, 2026. The October 2025 Convertible Note is part of a series of notes with aggregate original principal of up to $10,909,885, and the company has registered 8,388,336 shares of common stock issuable upon their conversion under existing Form S-1 registration statements.
Capstone Holding Corp. files its annual report describing a fast-growing, technology-enabled distributor and installer of stone and masonry products operating across 38 U.S. states and two Canadian provinces through Instone, CSI and Carolina Stone. The company offers over 3,000 SKUs from nine distribution and warehouse locations and is pursuing a roll‑up strategy in a fragmented market.
In 2025 Capstone completed two material acquisitions: Canadian distributor Fraser Canyon/CSI for cash, seller notes and up to C$3.0 million in earn‑outs, and Carolina Stone for roughly $4.2 million including an earn‑out, adding Canadian and Southeast U.S. coverage and installation services. It also closed a 1,250,000‑share public offering at $4.00 per share, uplisted to Nasdaq under “CAPS,” and put in place up to $10.9 million of senior secured convertible notes, with about $3.9 million outstanding at year‑end at conversion prices as low as $0.75 per share.
The report highlights meaningful leverage, including a 14% mezzanine facility, U.S. and Canadian revolving credit lines, and seller notes, alongside an accumulated deficit and a 2025 net loss of about $12.9 million. Management positions the business for long‑term growth via acquisitions, new products such as its Toro manufactured stone line, and operational efficiencies, but details extensive risks tied to cyclical construction demand, integration of recent deals, raw‑material and freight volatility, cybersecurity, and potential dilution from convertible securities and a sizable equity incentive plan.
SCHULTZ EDWARD CHRISTOPHER reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. reported that Chief Financial Officer Edward Christopher Schultz received a grant of restricted stock units covering 190,000 shares of common stock. The award was granted on March 30, 2026 at a reference value of $0.649 per share and represents equity-based compensation rather than an open-market purchase.
The RSUs will vest in full on March 30, 2029, the third anniversary of the grant date, provided Schultz continues to serve with the company through that vesting date. Following this grant, he is reported as directly holding 190,000 shares underlying this restricted stock award.
Lipman Matthew E. reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. reported that Chief Executive Officer Matthew E. Lipman received a grant of 356,250 Restricted Stock Awards on March 30, 2026. Each award relates to one share of common stock at a reference value of $0.649 per share.
The award is compensation, not an open-market purchase or sale, and increases his directly held restricted stock to 356,250 shares from this grant. According to the terms, these RSUs vest in full on March 30, 2029, the third anniversary of the grant date, if he continues serving the company through that date.