Capstone Holding Corp. Files 8-K for Material Agreement and Officer Changes

TL;DR

Capstone Holding Corp. signed a big deal & shuffled execs/board on 12/19/25.

AI Summary

On December 19, 2025, Capstone Holding Corp. entered into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for certain officers. This filing also covers other events.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and changes in leadership and compensation, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes in corporate officers/directors can introduce uncertainty and potential shifts in strategy.

Key Players & Entities

• Capstone Holding Corp. (company) — Registrant
• December 19, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0005 — ch registered Common Stock, par value $0.0005 per share CAPS The Nasdaq Stock Mar
• $4,435,225 — e of a fee of two percent (2%) of the US$4,435,225 in cash paid at closing as part of the
• $50,000 — d to the Acquisition up to a maximum of $50,000. 1 A total of approximately $88,700 w
• $88,700 — f $50,000. 1 A total of approximately $88,700 will be paid to Nectarine in the coming
• $29,940, M — Lipman will each receive approximately $29,940, Mr. Strout will receive approximately $17
• $17,740 — , Mr. Strout will receive approximately $17,740, and Mr. Holliman will receive approxim
• $8,870 — Mr. Holliman will receive approximately $8,870. A Nectarine affiliate who is not a Boa
• $52,650 — l will receive a total of approximately $52,650 (at the current CAD:USD exchange rate)
• $3,600,000 — the Company paying the principal of CAD$3,600,000 (and any interest) owed pursuant to a p
• $17,750 — e payment amounts will be approximately $17,750 to each of Messrs. Toporek and Lipman,
• $10,525 — ssrs. Toporek and Lipman, approximately $10,525 to Mr. Strout, and approximately $5,200
• $5,200 — 10,525 to Mr. Strout, and approximately $5,200 to Mr. Holliman. Finally, if FCHI is p
• $3,000,000 — , if FCHI is paid the full amount of CAD$3,000,000 owed pursuant to the Acquisition earn-o
• $43,900 — will receive a total of approximately US$43,900 (at the current CAD:USD exchange rate).
• $14,800 — e payment amounts will be approximately $14,800 to each of Messrs. Toporek and Lipman,

Filing Documents

• ea0271144-8k_capstone.htm (8-K) — 30KB
• 0001213900-25-126128.txt ( ) — 193KB
• caps-20251219.xsd (EX-101.SCH) — 3KB
• caps-20251219_lab.xml (EX-101.LAB) — 33KB
• caps-20251219_pre.xml (EX-101.PRE) — 22KB
• ea0271144-8k_capstone_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, at the November 18, 2025 annual meeting of Capstone Holding Corp. (the "Company"), the Company's stockholders were asked to vote on a proposal to approve possible future payments to Nectarine Management LLC ("Nectarine"). Nectarine is owned by Michael Toporek, Matthew E. Lipman, Gordon Strout and John M. Holliman, III, all of whom are members of the Company's Board of Directors with Mr. Lipman also serving as the Company's Chief Executive Officer. Nectarine owns all of the shares outstanding of the Company's Series B Preferred Stock. Pursuant to the Certificate of Designations of the Series B Preferred Stock, until such time as less than 20% of the shares of Series B Preferred Stock remain outstanding, without the approval of the holders of at least 50% of the then outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, the Company will not, either directly or indirectly, by amendment, merger, consolidation or otherwise, take certain actions, including, but not limited to, actions related to the Company's charter, mergers, equity incentive plans, or assets acquisitions. Because Messrs. Toporek, Lipman, Strout, and Holliman owners of Nectarine, are members of the Board, the Board delegated its authority to the Nominating and Corporate Governance Committee to review and approve the Company's entry into any agreements with Nectarine. To incentivize the Company's largest stockholder to support the Company's strategic growth initiatives, the Company's stockholders (other than those affiliated with Nectarine who were ineligible to vote on this proposal) were asked to vote and, at the annual meeting, they approved, the Company's entry into a letter agreement ("Nectarine Letter Agreement") with Nectarine, which had previously been approved by the Nominating and Corporate Governance Committee.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 5.02.

01. Other Events

Item 8.01. Other Events. As previously disclosed, the Company's subsidiary, TotalStone, LLC ("TotalStone") has a Revolving Credit Note ("Revolver") available and outstanding pursuant to a Revolving Credit, Term Loan and Security Agreement, as amended (the "Revolving Credit Agreement"), with Berkshire Bank. The balance outstanding on the line of credit was $8.3 million as of September 30, 2025. On December 19, 2025, TotalStone and Berkshire Bank entered into an amendment to the Revolving Credit Agreement pursuant to which the parties agreed to extend the maturity date of the Revolver to June 19, 2026. 2

SIGNATURES

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: December 29, 2025 Capstone Holding Corp. By: /s/ Matthew E. Lipman Name: Matthew E. Lipman Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR