Capstone Holding Corp.

Summary Compensation Table

The following table sets forth information concerning all compensation earned by our Chief Executive Officer andtwo other persons who served as executive officers as, at, or during the year ended* December 31, 2025*, and who earned compensation exceeding*$100,000* during the year ended* December 31, 2025* (the “Named Executive Officers”), for services as executive officers for the lasttwo years.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards held by the Named Executive Officers as of* December 31, 2025*.

Equity Incentive Plan

In* June2015,* our stockholders approved the2015 Equity Incentive Plan (the*“2015* Plan”) and reserved1,000,000 shares of our common stock for issuance. At* December31,* 2024, no shares remained available to grant under the Plan and all granted shares are fully vested.

Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant vesting period. The Company generally estimates the fair value of each stock-based award on the measurement date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate and dividend yield.No options were granted in2025 or2024 and all the vesting and associated stock compensation expense occurred prior to* January 1, 2023.*

Stock Compensation

On* November 14, 2025,the Company’s Board of Directors adopted the2025* Equity Incentive Plan (the*“2025* Plan”), which was approved by the Company’s shareholders on* March 30, 2026.The2025* Plan reserves shares of common stock representing approximately21.5% of outstanding shares for issuance pursuant to equity awards. On* March 30, 2026,the Company granted1,995,000* restricted stock awards under the2025 Plan at a grant date fair value of*$0.649* per share.No stock-based compensation expense was recognized inFY2025 as the grant occurred subsequent to the balance sheet date. See Note19 for additional details regarding the RSA grants.

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The benefits provided under these plans are share-based payments and the Company accounts for stock-based awards exchanged for employee service in accordance with the appropriate share-based payment accounting guidance.

Stock-based compensation represents the cost related to stock-based awards granted to employees and directors. The Company measures stock-based compensation cost at grant date based on the estimated fair value of the award and recognizes the cost as expense on a straight-line basis in accordance with the vesting of the options (net of estimated forfeitures) over the employee’s requisite service period. The Company estimates the fair value of stock-based awards on the grant date using a Black- Scholes valuation model.

As of* December 31, 2025* and* December 31, 2024*, there were approximately50 and500 options exercisable and vested at a weighted average exercise price of*$163.00,* respectively. During2025, 450 options expired unexercised. In addition, the Company issued a warrant to Brookstone Partners IAC to purchase up to6,322 shares of the Company’s Common Stock, which provides for quarterly vesting of shares in amounts approximately equal to the amount of quarterly interest payable that would have been payable under the Agreement, converted into shares at*$0.075,* all of which has now vested, and can be exercised through* October15,* 2028 with an exercise price that was between*$10.00* and*$30.00* per share, as determined by an independent valuation, through* April1,* 2024, and, since that date, the lesser of (i)$75.00 per warrant share and (ii) the10-day average closing price of the Company’s common stock.

Employee Pension, Profit Sharing or other Retirement Plan

TotalStone, LLC maintains a defined contribution pension plan (the*"401*(k) Plan"), which covers all employees electing to participate after completing certain service requirements. Employer contributions are made at the Company's discretion. Generally, the Company makes safe harbor matching contributions equal to100% of employee contributions up to4% of the employee's Plan Compensation, as defined. Each participant is100% vested in their salary deferral and the safe harbor matching contributions. Other employer discretionary contributions are subject to a graded vesting schedule. TotalStone's employer matching contributions for fiscal years2025 and2024 were*$150.7* thousandand*$159.0* thousand, respectively.

During the period from the acquisition date of* August 22, 2025through December 3**1,* 2025, Carolina Stone Distributors, LLC maintained a SIMPLE IRA plan covering eligible employees after90 days of service, under which Carolina Stone matched employee contributions up to3% of eligible compensation. Employer matching contributions under the SIMPLE IRA for the stub period totaled approximately*$10,000.* The SIMPLE IRA was terminated effective* December 31, 2025,and Carolina Stone employees became eligible to participate in TotalStone's401*(k) Plan effective* January 1, 2026.*

Canadian Stone Industries Inc. sponsors a Group Registered Savings Plan ("Group RSP") through RBC covering all employees afterthree months of continuous service. Under the plan, CSI matches employee contributions at2% of eligible compensation with immediate vesting. Employer matching contributions for the period from the acquisition date of* December 1, 2025through December 31, 2025totaled approxi mately$1,000.*

Compensation of Executive Officers

On* January2,* 2025, we entered into an executive employment agreement with Matthew Lipman, our Chief Executive Officer, which became effective on* March 7, 2025.Under this agreement, Mr. Lipman serves as the Company’s Chief Executive Officer with a base salary of$250,000* per annum and an annual performance bonus ranging from50% to100% of the base salary. The agreement commenced on its effective date and terminate on* January31,* 2028, with automaticone-year extensions unless either party provides120 days’ written notice to opt-out. The agreement includes a noncompetition clause effective for18 months following the termination of Mr. Lipman’s employment with the Company. In the event of termination due to death, disability, for cause by the Company, resignation by Mr. Lipman without good reason, or non-extension of the agreement, Mr. Lipman will be entitled to any previously earned but unpaid base salary through the termination date, any earned but unpaid annual performance bonus, and other accrued benefits. If the agreement is terminated by the Company without cause or by Mr. Lipman for good reason, Mr. Lipman will receive a lump sum payment equal tothree years’ base salary and the target performance bonus, as well as continued copayment by the Company of coverage premiums for12 months following the termination date, at the same level and cost as if he were an active employee.

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Effective* August**25,* 2023, we began to compensate Mr. Edward Schultz, our Chief Financial Officer, an annual salary of*$200,000* paid in accordance with our standard employee payroll practices. Mr. Schultz receives a portion of his compensation through the Company’s subsidiary TotalStone, LLC where he also serves as the Vice President of Finance.

Subsequent to* December 31, 2025,on January 21, 2026,Mr. Lipman voluntarily reduced his annual base cash salary to$1.00* for a period ofone year, effective immediately, to align executive compensation directly with common shareholder equity appreciation in connection with the Company’s cost rationalization program described in Note19.

Compensation of Directors

John M. Holliman, III. and Michael Toporek received director compensation of*$48,000* annually for2024 and2023 for service on the Company’s board prior to the Public Offering that closed on* March 7, 2025.*

In connection with the completion of its Public Offering on* March 7, 2025,the Company adopted a director compensation plan consisting of an annual cash retainer of$20,000* paid quarterly in arrears. For the fiscal year ended* December 31, 2025,each non-employee director earned$15,000* under this plan, representing compensation forQ2 throughQ4 2025. On* March 30, 2026,the Company granted restricted stock awards to non-employee directors under the2025* Stock Incentive Plan, as described in Note19.