UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (
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 | ||
| The |
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 November 17, 2025, Capstone Holding Corp. (the “Company”) reported its financial results for the quarter ended September 30, 2025 via a press release (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
On the same day, the Company inadvertently sent the Press Release to the Company’s email distribution list prior to the issuance of the Press Release.
The information set forth in Item 2.02 and 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 Number |
Exhibits | |
| 99.1 | Press Release dated November 17, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: November 17, 2025 | Capstone Holding Corp. | |
| By: | /s/ Matthew E. Lipman | |
| Name: | Matthew E. Lipman | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Capstone Reports Record Q3 Results With 46% EBITDA Growth and New Acquisition Momentum
Pro forma revenue up 19% YoY; $26M in acquired annual revenue accelerates Capstone’s path toward a $100M run-rate by early 2026
November 17, 2025 – New York, NY – Capstone Holding Corp. (NASDAQ: CAPS), a national building products distribution platform, today announced strong financial and strategic highlights for the third quarter of 2025, including significant growth in revenue, gross profit, and adjusted EBITDA.
Capstone announced two acquisitions during the second half, expected to contribute $26 million in annualized revenue and accelerate progress toward the company’s $100 million run-rate target for 2026. Continued organic growth and efficiency initiatives further strengthened profitability and expanded margins quarter over quarter.
Key Highlights:
| ● | Record Revenue Growth: Pro forma year-to-date revenue increased 19% year-over-year to $41.2 million, driven by the Carolina Stone acquisition and continued organic growth. Pro forma adjusted EBITDA rose 46% and gross profit rose 34%, reflecting acquisition growth and cost discipline. |
| ● | Strong M&A Momentum: Capstone’s anticipated acquisition of a multi-location stone distributor with $15 million in annual revenue is on track to close before December 15. Combined with Carolina Stone, acquisitions completed in the second half are expected to add $26 million in annualized revenue and position the company for strong post-acquisition growth. |
| ● | Active, Favorable Pipeline: Multiple additional targets are currently under review at attractive 4–6x EBITDA valuations, with 20–45% of consideration structured in non-cash components. Capstone expects to complete three to four strategic acquisitions in 2026. |
| ● | Improved Industry Outlook: Economic conditions have improved meaningfully, supported by interest rate cuts and a steady recovery in demand. Forecasts point to a rebound in remodeling activity and a persistent housing undersupply, creating strong long-term tailwinds for the sector. |
| ● | Integration Milestones: Capstone quickly achieved integration milestones with Carolina Stone across ERP, logistics, marketing, and other core functions. This framework positions the company for the rapid post-close integration of its next acquisition, expected to close in early December. |
“It was another exciting quarter for Capstone, as we delivered record results across multiple fronts and announced our first two acquisitions,” said Matthew Lipman, Chief Executive Officer. “We expect our second acquisition to close before December 15 and to be immediately accretive to both revenue and EBITDA. We are well-positioned to reach our $100 million revenue run-rate target by early 2026.”
Access to Full Materials
Following the issuance of Capstone’s Q3 10-Q this week, Capstone will post an investor presentation discussing Q3 2025 and its strategic outlook. These materials will be available in the Investor Relations section of www.capstoneholdingcorp.com.
About Capstone Holding Corp.
Capstone Holding Corp. (NASDAQ: CAPS) is a diversified platform of building products businesses focused on distribution, brand ownership, and acquisition. Through its Instone subsidiary, Capstone serves 32 U.S. states, offering proprietary stone veneer, hardscape materials, and modular masonry systems. The company’s strategy combines disciplined M&A, operational efficiency, and a growing portfolio of owned brands to build a scalable and durable platform.
Investor Contact:
Investor Relations
Capstone Holding Corp.
[email protected]
www.capstoneholdingcorp.com
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 guidance regarding revenue and EBITDA targets, M&A strategy, use of capital, and operating outlook. Actual results may differ materially from those projected due to a range of factors, including but not limited to acquisition timing, macroeconomic conditions, and execution risks. Please review the Company's filings with the SEC for a full discussion of risk factors. Capstone undertakes no obligation to revise forward-looking statements except as required by law.