Capstone Holding Corp.
For the period ended Dec 31, 2025. Filed Apr 16, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 16, 2026
CAPS$2.09-0.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
| (a) | 1. Financial Statements |
|---|
The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” on page F-1 and included from F-2 onwards.
| 2. | Financial Statement Schedules |
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
| 3. | Exhibits (including those incorporated by reference). |
| (b) | Exhibits |
|---|
| Exhibit · Incorporated by Reference · Filed or Furnished | |||||
|---|---|---|---|---|---|
| Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith |
| 2.1 | Form of the Agreement and Plan of Merger | 8-K | 2.1 | 11/24/2025 | |
| 2.2 | Asset Purchase Agreement, dated November 30, 2025, by and between TotalStone, LLC, Continental Stone Industries Inc. and Jeffery Leech | 8-K | 2.1 | 12/02/2025 | |
| 2.3 | Share Purchase Agreement, dated December 1, 2025, by and between InStone Canada Corp., Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech | 8-K | 2.2 | 12/02/2025 | |
| 3.1 | Restated Certificate of Incorporation, dated April 22, 2005, as amended on May 21, 2010, June 22, 2015, August 22, 2019, February 10, 2021, and February 18, 2022 | S-1 | 3.1 | 12/31/2024 | |
| 3.2 | Bylaws of the Company | S-8 | 4.2 | 06/23/2015 | |
| 3.3 | Amended and Restated Certificate of Designation of Series A Preferred Stock, dated June 22, 2015 | S-1 | 3.3 | 12/31/2024 | |
| 3.4 | Form of Certificate of Amendment to the Restated Certificate of Incorporation | S-1 | 3.4 | 02/06/2025 | |
| 3.5 | Form of Certificate of Designation of Series B Preferred Stock | S-1 | 3.5 | 02/06/2025 | |
| 3.6 | Certificate of Designation of Preferences, Rights and Limitations of Series Z 8% Non-Convertible Preferred Stock | 8-K | 3.1 | 10/06/2025 | |
| 4.1 | Description of the Company’s Securities | X | |||
| 4.2 | Amended and Restated Warrant to Purchase Common Stock, dated March 20, 2020, issued to BP Peptides, LLC | S-1 | 4.2 | 12/31/2024 | |
| 4.3 | Warrant to Purchase Common Stock, dated January 30, 2018, issued to BP Peptides, LLC | 8-K | 10.2 | 02/01/2018 | |
| 4.4 | Form of Senior Secured Convertible Note | 8-K | 4.1 | 10/23/2025 | |
| 4.5 | Warrant Issued to 3i, LP, dated February 12, 2026 | X | |||
| 10.1 | Form of Indemnification Agreement | S-1 | 10.1 | 02/06/2025 | |
| 10.2 | Fourth Amended and Restated Operating Agreement of TotalStone, LLC, dated March 27, 2020 and Effective as of November 26, 2021 | S-1 | 10.10 | 12/31/2024 |
| 10.3 | Consent and First Amendment to the Fourth Amended and Restated Operating Agreement of TotalStone, LLC, dated March 27, 2020 and Effective as of November 26, 2021 | S-1 | 10.11 | 12/31/2024 |
| 10.4 | Second Amended and Restated Credit Agreement, dated March 8, 2023, by and between TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, and Stream Finance, LLC | S-1 | 10.12 | 12/31/2024 |
| 10.5 | Consent, Waiver and Amendment to Second Amended and Restated Credit Agreement, dated October 18, 2024, by and between TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, and Stream Finance, LLC | S-1 | 10.13 | 12/31/2024 |
| 10.6 | Non-negotiable Secured Subordinated Promissory Note by and between TotalStone, LLC and Northeast Masonry Distributors, LLC | S-1 | 10.14 | 12/31/2024 |
| 10.7 | Brookstone Partners IAC, Inc. Amended and Restated Management Fee Agreement Dated March 1, 2020 by and between TotalStone, LLC and Brookstone Partners IAC, Inc. | S-1 | 10.16 | 12/31/2024 |
| 10.8 | Management Fee Agreement, dated March 27, 2020, by and between TotalStone, LLC and Capstone Holding Corp. | S-1 | 10.17 | 12/31/2024 |
| 10.9 | Amendment of Amended and Restated Management Fee and Transaction Fee Agreement, dated November 15, 2024, by and between Capstone Holding Corp., TotalStone, LLC, and Brookstone Partners IAC, Inc. | S-1 | 10.18 | 12/31/2024 |
| 10.10 | Revolving Credit, Term Loan and Security Agreement by and among TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, and Berkshire Bank, dated December 20, 2017 | S-1 | 10.25 | 12/31/2024 |
| 10.11 | Amendments to Revolving Credit, Term Loan and Security Agreement Still in Effect As of December 30, 2024 | S-1 | 10.26 | 12/31/2024 | |
| 10.12 | Second Amended and Restated Revolving Credit Note Issued by TotalStone, LLC and Northeast Masonry Distributors, LLC to Berkshire Bank, dated November 14, 2019 | S-1 | 10.27 | 12/31/2024 | |
| 10.13 | Term Note Issued by TotalStone, LLC, Northeast Masonry Distributors, LLC, and TotalStone Properties, LLC to Berkshire Bank, dated November 22, 2021 | S-1 | 10.28 | 12/31/2024 | |
| 10.14 | Second Amended and Restated Promissory Note Issued by Capstone Holding Corp. to Brookstone Partners Acquisition XXI Corporation, dated November 11, 2024 | S-1 | 10.29 | 12/31/2024 | |
| 10.15 | Form of Master Exchange Agreement by and among Capstone Holding Corp., TotalStone, LLC, and TotalStone’s Class B Member | S-1 | 10.30 | 02/06/2025 | |
| 10.16 | Form of Subscription Agreement for Purchase of Series B Preferred Stock | S-1 | 10.31 | 02/06/2025 | |
| 10.17 | Executive Employment Agreement by and between Capstone Holding Corp. and Matthew Lipman | S-1 | 10.32 | 02/06/2025 | |
| 10.18 | Form of Common Stock Purchase Agreement | 10-Q | 10.1 | 05/15/2026 | |
| 10.19 | Form of Registration Rights Agreement | 10-Q | 10.2 | 05/15/2026 | |
| 10.20 | First Amendment to Common Stock Purchase Agreement, dated June 26, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC | 8-K | 10.1 | 06/27/2025 | |
| 10.21 | Form of Securities Purchase Agreement, by and between Capstone Holding Corp. and the Buyer | 8-K | 10.1 | 08/04/2025 | |
| 10.22 | Form of Senior Secured Convertible Note | 8-K | 10.2 | 08/04/2025 | |
| 10.23 | Conversion Price Voluntary Adjustment Notice | 8-K | 10.1 | 08/15/2025 | |
| 10.24 | Exchange Agreement by and among Capstone Holding Corp., BP Peptides, LLC, and Brookstone Partners Acquisition XXI Corporation, dated September 30, 2025 | 8-K | 10.1 | 10/06/2025 | |
| 10.25 | Conversion Price Voluntary Adjustment Notice, dated October 5, 2025 | 8-K | 10.2 | 10/06/2025 | |
| 10.26 | Capstone Holding Corp. 2025 Stock Incentive Plan | 8-K | 10.1 | 11/24/2025 | |
| 10.27 | Conversion Price Voluntary Adjustment Notice | 8-K | 10.1 | 11/28/2025 | |
| 10.28 | Subordinated Promissory Note in the Principal Amount of $1,600,000, issued by Instone Canada Corp. | 8-K | 10.1 | 12/02/2025 | |
| 10.29 | Subordinated Promissory Note in the Principal Amount of $2,000,000, issued by Instone Canada Corp. | 8-K | 10.2 | 12/02/2025 | |
| 10.30 | Guaranty Agreement, dated December 1, 2025, by and between Capstone Holding Corp. and Jeffery Leach | 8-K | 10.3 | 12/02/2025 | |
| 10.31 | Earn-Out Agreement, dated December 1, 2025, by and between InStone Canada Corp., Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leechby | 8-K | 10.4 | 12/02/2025 | |
| 10.32 | Conditional Fee Waiver And Deferral Agreement, dated January 21, 2026, by and between TotalStone, LLC, Brookstone Partners IAC, and Gordon Strout | 8-K | 10.1 | 1/27/2026 | |
| 10.33 | Third Amendment to Second Amended and Restated Credit Agreement by and among certain Company subsidiaries and Stream Finance LLC, effective as of June 11, 2025 | X | |||
| 10.34 | Subordinated Promissory Note in the principal amount of $1,250,000 issued by CS Purchase Holdings LLC, dated August 22, 2025 | X | |||
| 10.35 | Canadian Stone Industries TD Bank Credit Facility, dated November 7, 2025 | X | |||
| 10.36 | Consent Joinder and Fourteenth Amendment by and among certain Company subsidiaries and Berkshire Bank, dated August 22, 2025 | X | |||
| 10.37 | Fifteenth Amendment to Revolving Credit, Term Loan and Security Agreement by and among certain Company subsidiaries and Beacon Bank, dated December 19, 2025 | X | |||
| 10.38 | Form of Nectarine Management Consent Fee Letter | X | |||
| 19.1 | Insider Trading Policy | 10-K | 19.1 | 3/31/2025 | |
| 21.1 | List of Subsidiaries | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002 | X | |||
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002 | X | |||
| 32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 | X | |||
| 97.1 | Capstone Holding Corp. Compensation Recovery Policy | 10-K | 97.1 | 3/31/2025 | |
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.