Form 8-K

8-K — Capstone Holding Corp.

Accession: 0001437749-26-031664

Filed: 2026-10-01

Period: 2026-10-01

CIK: 0000887151

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — caps20260930c_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1021159.htm)

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8-K — FORM 8-K

8-K (Primary)

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0000887151

2026-10-01

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 1, 2026

CAPSTONE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware

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

5141 W. 122nd Street, Alsip, IL 60803

(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 2.02. Results of Operations and Financial Condition.

On October 1, 2026, Capstone Holding Corp. (the “Company”) issued a press release announcing preliminary operating results for July and August 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02, 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, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Exhibits

99.1

Press Release of Capstone Holding Corp., dated October 1, 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 1, 2026

Capstone Holding Corp.

By: /s/ Matthew E. Lipman

Name: Matthew E. Lipman

Title: Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1021159.htm · Sequence: 2

ex_1021159.htm

Exhibit 99.1

Capstone Reports 7.6% Organic Revenue Growth and 6.5% Organic Gross Profit Growth in July–August

Preliminary interim results demonstrate continued momentum in July and August; year-to-date organic gross profit increases 6.5% as Company advances capital-efficient growth strategy.

NEW YORK--(BUSINESS WIRE)--October 1, 2026--Capstone Holding Corp. (NASDAQ: CAPS), a national, technology-enabled building products distribution platform, today announced preliminary operating results for July and August 2026, highlighting continued organic growth. The results include all three operating businesses (Instone, Carolina Stone and Canadian Stone Industries) on a comparable basis, as if each had been owned throughout both periods, and cover performance through August 31 only.

Organic revenue increased 7.6% year over year to approximately $14.0 million in the first two months of the third quarter, while organic gross profit rose 6.5% to $3.5 million. The results demonstrate continued progress against Capstone’s strategy of generating organic growth through its capital-efficient distribution platform.

Through August, year-to-date organic revenue increased 4.6% to approximately $48.1 million and organic gross profit rose 6.5% to $12.5 million, outpacing revenue growth. Capstone continued to deliver organic revenue growth despite contraction in the broader building-products market.

“We felt that more current information would help shareholders understand the Company’s position, amid broader uncertainty in the housing and building products market,” said Matthew Lipman, Chief Executive Officer. “Our performance in July and August indicates strong progress against our growth and profitability objectives. Year to date, organic gross profit (6.5%) is growing faster than organic revenue (4.6%). We plan to expand our product portfolio and geographic reach through our existing distribution infrastructure, with the objective of generating additional revenue without a proportionate increase in our cost base.”

The Company may provide additional interim operating updates at its discretion but does not intend to do so on a fixed schedule.

Key Highlights:

●

Organic Revenue Growth: Organic revenue increased 7.6% year over year to $14.0 million across July and August, extending the positive growth momentum established in the second quarter.

●

Gross Profit Growth: Organic gross profit increased 6.5% to $3.5 million across July and August 2026. Year-to-date organic gross profit rose 6.5% to $12.5 million, outpacing organic revenue growth of 4.6% to $48.1 million.

●

Pacific Northwest Expansion: Capstone plans to expand its regional warehouse into a full-scale distribution operation, introducing additional product lines and extending Instone's service capabilities to more customers.

●

Carolina Stone Diversification: Carolina Stone plans to expand beyond stone into siding, creating opportunities to generate additional revenue through existing customer relationships and infrastructure.

●

Product Portfolio Growth: The successful rollout of Eldorado Stone demonstrates Capstone's ability to scale new products through its distribution platform. The Company plans to continue expanding its product offering and its distribution across its network.

“Last quarter’s results demonstrated the strength of our platform, as organic revenue and gross profit grew despite challenging market conditions,” Lipman added. “Our preliminary July and August results indicate that momentum continued into the third quarter. We look forward to advancing our capital-efficient growth strategy in the months ahead.”

For more information, visit Capstone's Investor Relations website at www.capstoneholdingcorp.com.

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.

About This Update

Capstone does not intend to provide interim updates on a fixed schedule and undertakes no obligation to provide them in the future. The Company has commented on current conditions between quarterly reports before, for example on tariffs in March 2025. It has not previously published figures for part of a quarter. The third quarter figures in this release cover July and August only. The year-to-date figures run through August 31. Neither includes September, and results for the full third quarter may differ. The Company will report its third quarter results in its Quarterly Report on Form 10-Q.

Non-GAAP Financial Measures

This press release references organic revenue and organic gross profit, non-GAAP financial measures that include all three operating businesses on a comparable basis, as if each business had been owned throughout both periods. Management believes these measures help investors compare revenue and gross profit on a consistent basis, without the effect of acquisition timing. Management uses them alongside consolidated net sales and consolidated gross profit to evaluate operating performance.

The Company acquired Carolina Stone on August 22, 2025, and Canadian Stone Industries on December 1, 2025, and results for those businesses before those dates are taken from the sellers’ records and have not been audited or reviewed by the Company’s independent registered public accounting firm. Organic revenue and organic gross profit are not measures of financial performance under GAAP, should not be considered alternatives to revenue, gross profit or any other performance measure derived in accordance with GAAP, and may not be comparable to similarly titled measures used by other companies. These preliminary figures are unaudited and subject to change. The 2025 comparative figures differ from the Company’s reported consolidated results, which reflect the actual dates of acquisition. The Company’s September 16, 2026 release referred to organic distribution revenue, which is the revenue of the legacy Instone operations excluding Carolina Stone and Canadian Stone Industries. The organic revenue and organic gross profit in this release include all three businesses in both periods and are therefore different measures.

A reconciliation of organic revenue and organic gross profit to consolidated net sales and consolidated gross profit, the most directly comparable GAAP measures, is set out below. Dollars in thousands, unaudited. (1)

Jul and Aug

2025

Jul and Aug

2026

YTD Aug

2025

YTD Aug

2026

Consolidated net sales (GAAP)

8,711

13,960

29,462

48,106

Carolina Stone and Canadian Stone Industries before acquisition

4,260

16,547

Organic revenue

12,971

13,960

46,009

48,106

Consolidated gross profit (GAAP)

2,041

3,507

6,496

12,476

Carolina Stone and Canadian Stone Industries before acquisition

1,251

5,216

Organic gross profit

3,292

3,507

11,712

12,476

(1) Results of Canadian Stone Industries are translated into U.S. dollars at Bank of Canada monthly average exchange rates. The consolidated figures for the six months ended June 30, 2026 in the Company’s Quarterly Report on Form 10-Q were translated at the exchange rates recorded in the Company’s books, and the first six months implied by the 2026 columns above differ from the filed figures by approximately $30 thousand of net sales as a result.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements relate to future events and performance, including the planned expansion of the Company’s Pacific Northwest operations, the planned addition of siding at Carolina Stone, the continued expansion of the Company’s product offering and distribution, M&A strategy, use of capital, and operating outlook. The July and August 2026 figures in this release are preliminary, remain subject to the completion of the Company’s financial closing procedures, and have not been audited or reviewed by the Company’s independent registered public accounting firm. 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; seasonal fluctuations in demand; 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.

Investor Contact

Investor Relations

Capstone Holding Corp.

investors@capstoneholdingcorp.com

www.capstoneholdingcorp.com

Source: Capstone Holding Corp.

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