Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) On August 7, 2026, the Chief Financial Officer of Capstone Holding Corp. (the “Company”) concluded that the Company’s previously issued unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the Securities and Exchange Com…

by reference. The information in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, 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.

Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, with each such note being issued with a 8.34% original issue discount (each, a…

Entry into a Material Definitive Agreement. As previously disclosed, on June 11, 2026, Capstone Holding Corp. (the “Company”) entered into an Amended and Restated Common Stock Purchase Agreement (the “A&R Purchase Agreement”), with an accredited investor (the “Investor”) pursuant to which the Company has the right, but not the obligation, to sell to the Investor up to $20,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, $0.0005 par value per shar…

Entry into a Material Definitive Agreement. Berkshire Bank Credit Agreement As previously disclosed, on December 20, 2017, TotalStone, LLC (“ TotalStone ”), a subsidiary of Capstone Holding Corp. (the “ Company ”), entered into a Revolving Credit, Term Loan and Security Agreement, as amended (the “ Revolving Credit Agreement "), with Berkshire Bank, which was subsequently succeeded by Beacon Bank & Trust. Under the Revolving Credit Agreement, TotalStone may borrow up to $11,500,000 under a re…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. Equity Line Financing As previously disclosed, on May 14, 2025, Capstone Holding Corp. (the “Company”) entered into a common stock purchase agreement (the “Original Purchase Agreement”) and a registration rights agreement with an accredited investor (the “Investor”) pursuant to which the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to the lesser of (a) $20,000,000 in aggregate…

Unregistered Sale of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a “ Convert…

of the Original Report, the registrant is filing the following financial statements and financial information as exhibits to this Amendment. (a) Financial Statements of Business Acquired. The audited financial statements of FCHI as of and for the year ended December 31, 2024 and unaudited financial statements of FCHI as of and for the nine months ended September 30, 2025, as required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Amendment and…

Entry into a Material Definitive Agreement. As previously disclosed, TotalStone, LLC (“TotalStone”), the operating company of Capstone Holding Corp. (the “Company”), is party to an amended and restated management fee agreement (the “Management Agreement”), dated March 1, 2020, with a related party, Brookstone Partners IAC (“Brookstone”), whereby Brookstone provides consulting services totaling $400,000 per annum, billed quarterly, and an additional management fee equal to 5% of earnings befor…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 7, 2026, Capstone Holding Corp. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on T…

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…

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 C…

The filing appears to be a placeholder or incomplete, lacking specific details about any management change.

Entry into a Material Definitive Agreement. On December 1, 2025, Capstone Holding Corp. (the “ Company ”) closed the acquisition (the “ Acquisition ”) of Fraser Canyon Holdings Inc. (“ FCHI ’”) and its subsidiaries by entering into (1) an asset purchase agreement (the “ Asset Purchase Agreement ”), dated November 30, 2025, by and between TotalStone, LLC (“ TotalStone ”), the Company’s primary operating subsidiary, and Continental Stone Industries Inc., a Delaware corporation that is wholly ow…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Other Events. On December 2, 2025, the Company issued a press release announcing the Company’s acquisition of Canadian Stone Industries. A copy of the press release is filed herewith as Exhibit 99.1.

Completion of Acquisition or Disposition of Assets. The information set forth in

Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a “ Convert…

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.

Completion of Acquisition or Disposition of Assets. On August 22, 2025, Capstone Holding Corp. (the “Company”) completed its previously announced membership interest purchase agreement (the “Purchase Agreement”) with D22L, Inc., a North Carolina corporation (the “Seller Entity”), David Clary, and Stuart Powell (together with David Clary and the Seller Entity, the “Seller”), to purchase from the Seller Entity all of the issued and outstanding membership interests (the “Holdings Membership Inte…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Neither this Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a “ Convert…