Form 8-K

8-K — Capstone Holding Corp.

Accession: 0001437749-26-033134

Filed: 2026-10-21

Period: 2026-10-15

CIK: 0000887151

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — caps20261021_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (ex_1029152.htm)

EX-99.1 — EXHIBIT 99.1 (ex_1029153.htm)

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--12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 15, 2026

CAPSTONE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada

001-33560

86-0585310

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

18400 76th Avenue, Tinley Park, IL 60477

(Address of principal executive offices)

Registrant’s telephone number, including area code: (708) 371-0660

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0005 par value

CAPS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 16, 2026, Capstone Holding Corp. (the “Company”), a Nevada corporation, filed a Certificate of Amendment (the “Certificate of Amendment”) to the Articles of Incorporation of the Company with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock, par value $0.0005 (the “Common Stock”) at a ratio of 1-for-30 (the “Reverse Stock Split”), which became effective on October 19, 2026, at 12:01 a.m., Eastern time.

The terms of the Reverse Stock Split were such that every thirty shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. This consolidation reduced the number of shares of the Company’s outstanding common stock from approximately 27,536,950 (as of October 8, 2026) to approximately 917,898. No fractional shares will be issued; instead, holders who would otherwise receive fractional shares will receive cash in lieu thereof based on the $2.72 closing price on the effective date. The Reverse Stock Split did not otherwise modify any rights or preferences of the Company’s Common Stock.

Effective at market open on October 19, 2026, the Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market. The new CUSIP number for the Common Stock following the Reverse Stock Split is 14068E307.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 15, 2026, the Company issued a press release related to the information described in Item 5.03 above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language contained in such filing, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibits

3.1

Certificate of Amendment, filed on October 16, 2026

99.1

Press Release dated October 15, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 21, 2026

Capstone Holding Corp.

By: /s/ Matthew E. Lipman

Name: Matthew E. Lipman

Title: Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

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ex_1029152.htm

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO ARTICLES OF INCORPORATION

Capstone Holding Corp., a corporation organized and existing under the laws of the State of Nevada, hereby certifies that:

1. The name of the corporation is Capstone Holding Corp. (the “Corporation”). The Corporation was incorporated under the name Capstone Holding Corp. and the Articles of Incorporation (the “Articles of Incorporation”) was filed with the Nevada Secretary of State on October 8, 2026.

2. This Certificate of Amendment to the Articles of Incorporation has been duly adopted in accordance with the provisions of the Nevada Revised Statutes by the directors and stockholders of the Corporation.

3. This Certificate of Amendment will become effective on October 19, 2026 at 12:01 a.m., Eastern time (the “Effective Time”).

4. This Certificate of Amendment hereby amends the Articles of Incorporation by amending and restating Section 4.1 of the Articles of Incorporation in its entirety to read as follows:

“Section 4.1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is Seventy-Five million (75,000,000) shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $0.0005 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is Fifty million (50,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is Twenty-Five million (25,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 4.3 of this Article 4. At the Effective Time of this Certificate of Amendment to the Articles of Incorporation of the Corporation, the shares of Common Stock issued and outstanding immediately prior to the Effective Time shall be reclassified as, and shall be combined and changed into, a smaller number of shares such that each thirty (30) shares of issued Common Stock immediately prior to the Effective Time shall be reclassified into, and shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and changed into and become, one (1) validly issued, fully-paid and nonassessable share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon receipt after the Effective Time by the Corporation’s transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time (after taking into account and aggregating all fractional shares of post-Reverse Stock Split Common Stock otherwise issuable to such holder), shall receive cash in lieu of such fractional share.

From and after the Effective Time, certificates representing Common Stock outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, represent the number of whole shares of post-Reverse Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock shall have been reclassified pursuant to the foregoing provisions. No fractional shares of post-Reverse Stock Split Common Stock shall be issued to any holder. In lieu of any fractional share of post-Reverse Stock Split Common Stock to which a holder would otherwise be entitled, the Corporation shall pay to each such holder an amount in cash (without interest) equal to the product of (i) the fractional share interest to which such holder would otherwise be entitled, multiplied by (ii) the closing price of the Common Stock on the Nasdaq Capital Market on the trading date of the Effective Time. The Reverse Stock Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-Reverse Stock Split Common Stock resulting from the Reverse Stock Split and held by a single record holder shall be aggregated prior to the cash payment in lieu of fractional shares described above.”

5. Except as herein amended, the Articles of Incorporation of the Corporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 16th day of October, 2026.

CAPSTONE HOLDING CORP.

/s/ Matthew E. Lipman

Matthew E. Lipman

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1029153.htm · Sequence: 3

ex_1029153.htm

Exhibit 99.1

Capstone Holding Corp. Announces 1-for-30 Reverse Split

NEW YORK--(BUSINESS WIRE)—October 15, 2026--Capstone Holding Corp. (NASDAQ: CAPS) (the “Company”), a national, technology-enabled building products distribution platform, today announced that, as previously approved by the stockholders of the Company, it will implement a 1-for-30 reverse stock split of its outstanding shares of common stock (the “Reverse Split”), effective at the opening of trading on October 19, 2026.

On June 18, 2026, at the 2026 annual meeting of stockholders, the stockholders approved a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio and timing to be determined by the Board of Directors of the Company in its discretion within twelve months of stockholder approval. The Company’s Board of Directors approved the reverse stock split at the ratio of 1-for-30.

Following the Reverse Split, every 30 shares of issued and outstanding common stock will automatically be combined and converted into one share. This consolidation will reduce the number of shares of the Company’s outstanding common stock from approximately 27,536,950 (as of October 8, 2026) to approximately 917,898. No fractional shares will be issued; instead, holders who would otherwise receive fractional shares will receive cash in lieu thereof based on the closing price on the effective date. Computershare Trust Company, N.A. will act as the exchange agent for the Reverse Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings. The Company’s common stock will continue trading under the same Nasdaq ticker symbol (CAPS), with a new CUSIP number, 14068E307.

The reverse stock split will not affect the number of authorized shares of common stock or the par value of the common stock. The reverse stock split will not modify any rights or preferences of the shares of the Company’s common stock. Adjustments will be made to the exercise and conversion prices and the number of shares underlying the Company’s outstanding equity awards, warrants and senior secured convertible note, as applicable, as well as to the number of shares issued and issuable under the Company’s equity incentive plans, in each case in accordance with the terms of the applicable securities and plans. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable.

About Capstone Holding Corp.

Capstone Holding Corp. (NASDAQ: CAPS) is a national, technology-enabled building products distribution platform optimizing supply chains across 38 U.S. states and Canada. Through its Instone operating platform and inventory portal, the Company aggregates and delivers proprietary stone veneer, hardscape materials, and modular masonry systems. Capstone’s model combines digital infrastructure, owned-inventory logistics, and disciplined acquisitions to drive scalable margin expansion and operating leverage across its growing platform.

Investor Contact

Investor Relations

Capstone Holding Corp.

investors@capstoneholdingcorp.com

www.capstoneholdingcorp.com

Source: Capstone Holding Corp.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected due to a range of factors, including but not limited to the Company’s liquidity and access to capital; its ability to comply with, or obtain waivers of, financial covenants; the refinancing or repayment of indebtedness as it matures; conditions that may raise substantial doubt about the Company’s ability to continue as a going concern; acquisition timing and integration; macroeconomic conditions; and other execution risks. Please review the Company’s filings with the SEC, including the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, for a full discussion of these and other risk factors. Capstone undertakes no obligation to revise forward-looking statements except as required by law.

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Document And Entity Information

Oct. 15, 2026

Document Information [Line Items]

Entity, Registrant Name

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Current Fiscal Year End Date

--12-31

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