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. 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.
TOPOREK MICHAEL reported acquisition or exercise transactions in this Form 4 filing.
Capstone Holding Corp. director Michael Toporek received a grant of 356,250 restricted stock units tied to common stock. The award was valued at $0.649 per underlying share. According to the terms, the RSUs vest in full on March 30, 2029, subject to his continued service through that date.
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.
Capstone Holding Corp. filed an amended report to add detailed financial statements for its newly acquired subsidiary, Fraser Canyon Holdings Inc. (FCHI), and unaudited pro forma combined results. FCHI, a North American stone products distributor, generated $16.4 million in net revenue and $18,474 of net income in 2024, with a comprehensive loss driven by currency translation. For the nine months ended September 30, 2025, FCHI reported $11.7 million in net revenue and $478,470 of net income.
The filing also outlines Capstone’s December 1, 2025 acquisition structure, including an asset purchase of Continental Stone Industries and a share purchase of FCHI, with total preliminary consideration of about $6.9 million split among cash, seller notes, and an earn-out. To help finance the deal, Capstone issued a $3.55 million senior secured convertible note with 7% interest and gross proceeds of $3.25 million, and later reduced the conversion price on part of that note. Pro forma schedules show how FCHI and the earlier Carolina Stone Holdings acquisition would have affected Capstone’s 2024 and year‑to‑date 2025 results.
Capstone Holding Corp. obtained written consent from holders of approximately 53.79% of its voting power to approve, for Nasdaq Listing Rule 5635(d) purposes, the potential issuance of 20% or more of its common stock under an existing financing.
The company entered into a Securities Purchase Agreement with 3i, LP for up to $10,909,885 in senior secured convertible notes and issued an initial Note of about $3,545,712.42, both with an 8.34% original issue discount, receiving gross proceeds of $6,250,000.
Capstone agreed to reserve 8,613,328 shares of common stock to cover conversions of the Note and previously issued 333,334 shares to 3i. Shareholders are not being asked to vote or return proxies; the consented Proposal becomes effective at least 20 days after mailing of this information statement.
Capstone Holding Corp. obtained written consent from shareholders holding approximately 53.79% of its voting power to approve a financing-related proposal without a meeting. The approval covers issuing 20% or more of the company’s common stock under a senior secured convertible note financing with 3i, LP, as required by Nasdaq Listing Rule 5635(d).
The company previously entered into a Securities Purchase Agreement authorizing up to $10,909,885 in senior secured convertible notes with an 8.34% original issue discount, including a Note of about $3,545,712.42. From the initial closing, Capstone received gross proceeds of $6,250,000. The Note is convertible into common stock at prices initially set at $1.10 per share, with part of the principal later reduced to a $0.75 conversion price.
The company agreed to reserve 8,613,328 shares of common stock for potential conversions and had already issued 333,334 shares to 3i within a 19.99% Nasdaq exchange cap. The approved proposal allows future issuances to 3i under the agreement, which the company acknowledges will dilute existing shareholders’ ownership and voting power and may increase the number of shares available for sale in the market.
Capstone Holding Corp. filed a current report to note that it has prepared, published, and distributed a frequently asked questions (FAQ) document addressing questions received from its investors. The FAQ was made available on the Company’s Investor Relations website and is attached as Exhibit 99.1.
The Company states that the information in this investor FAQ and the related disclosure is furnished under Regulation FD, not filed for purposes of the Exchange Act, and will not be automatically incorporated into other securities filings unless specifically referenced.
Capstone Holding Corp. disclosed that its operating company, TotalStone, LLC, entered into a conditional fee waiver and deferral agreement on January 21, 2026. Under this agreement, related party Brookstone Partners IAC agreed to waive management and consulting fees of $400,000 that would otherwise accrue from January 1, 2026 through December 31, 2026, and Board Chairman Gordon Strout agreed to waive salary or fee accruals of $94,091. TotalStone’s obligation to pay these waived amounts will only arise if specified performance targets in the agreement are achieved; otherwise, the waived fees are extinguished.