Capstone Holding Corp. (CAPS): M&A transaction — Capstone completes acquisition of Carolina Stone Holdings for up to $3.875M (cash + note + earn-out)

Capstone Holding Corp.

Acquired all membership interests of Carolina Stone Holdings, which owns stone distribution and installation operations in NC.
Cash consideration of $2,625,000 subject to working capital adjustment; $2,501,500 paid at closing.
$1,250,000 seller note plus earn-out; final working capital adjustment due within 120 days.
Acquired entity had 2024 revenue of $11.86M, net income of $434,759, total assets of $5.42M.
Company files audited 2024 and unaudited June 30, 2025 financials, plus pro forma combined statements.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Capstone Holding Corp. completed an acquisition involving D22L, Inc., David Clary, and Stuart Powell for aggregate purchase price of the Holdings Membership Interests is (i) $2,625,000 in cash, subject to adjustment set forth in Section 2.6 of the Purchase Agreemen (closed 2025-08-22).

Action: acquisition
Counterparty: D22L, Inc., David Clary, and Stuart Powell
Consideration: aggregate purchase price of the Holdings Membership Interests is (i) $2,625,000 in cash, subject to adjustment set forth in Section 2.6 of the Purchase Agreemen
Closing: 2025-08-22

Exact text from the filing

of the Purchase Agreement previously filed in the current report on Form 8-K dated August 18, 2025. The aggregate purchase price of the Holdings Membership Interests is (i) $2,625,000 in cash, subject to adjustment set forth in Section 2.6 of the Purchase Agreement, plus (ii) a seller note in the original principal amount of $1,250,000, plus (iii) the amount

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Capstone Holding Corp. filing history →

Source: SEC EDGAR

accession 0001213900-25-107626

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