SEC Form NT 10-Q filed by Capstone Holding Corp.

UNITED STATES

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SEC FILE NUMBER

001-33560

CUSIP NUMBER

14068E208

(Check one):

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:

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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Capstone Holding Corp.

Full Name of Registrant

Former Name if Applicable

18400 76th Avenue

Address of Principal Executive Office (Street and Number)

Tinley Park, IL 60477

City, State and Zip Code

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

Matthew E. Lipman

(708)

371-0660

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒ No ☐

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant's results of operations for the three months ended March 31, 2026 are expected to reflect a significant change from the three months ended March 31, 2025. The change is attributable primarily to the Registrant's acquisitions, completed during the 2025 fiscal year, of Carolina Stone Holdings, LLC, on August 22, 2025, and of Fraser Canyon Holdings Inc. and substantially all of the assets of Continental Stone Industries, Inc., on December 1, 2025. Because neither acquisition was reflected in the Registrant's results of operations for the three months ended March 31, 2025, the inclusion of a full quarter of operations of the acquired businesses in the current period is expected to result in materially higher net sales, cost of goods sold, gross profit and operating expenses relative to the corresponding period of the prior fiscal year. The current period will also reflect amortization of intangible assets recognized in the related purchase price allocations and increased interest expense associated with acquisition-related and other financing. The Registrant's complete results of operations, together with management's discussion and analysis, will be set forth in the Quarterly Report, which the Registrant expects to file within the extension period permitted under Rule 12b-25.

Date: May 15, 2026

By:

/s/ Matthew E. Lipman

Name:

Matthew E. Lipman

Title:

Chief Executive Officer