{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-116968","form_type":"8-K","ticker":"CAPS","cik":"0000887151","company_name":"Capstone Holding Corp.","filed_at":"2025-12-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:42.495104+00:00","generated_at":"2026-05-16T15:49:06.988973+00:00","sec_items":["1.01","2.01","2.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Capstone closes Canadian Stone acquisition, adding $15M revenue and boosting run-rate toward $100M","bullets":["Acquisition closed Dec 1, 2025; consideration includes C$6.2M cash, C$3.6M in promissory notes, and up to C$3M earn-out.","Canadian Stone Industries has ~$15M annual revenue; expected immediately accretive to EBITDA.","Capstone reaffirms $100M run-rate revenue target for early 2026; has added $26M acquired revenue in H2 2025.","Transaction expands Capstone's 32-state footprint and premium brand portfolio."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-116968","json":"https://secwatch.observer/filing/0001213900-25-116968.json","markdown":"https://secwatch.observer/filing/0001213900-25-116968.md","text":"https://secwatch.observer/filing/0001213900-25-116968.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/ea0268048-8k_capstone.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T15:49:06.988973+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1c7eac299e9c1a4a039c45813f0db74ed303f5ea","claim":"Capstone Holding Corp. incurred guarantee with seller.","evidence_excerpt":"the Company entered into a guaranty agreement (the “ Guaranty Agreement ”) in favor of the seller in connection with the First SPA Note issued under the Share Purchase Agreement","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","confidence":0.9},{"claim_id":"6ed9cba64e1362b303457b93ba152b6665b130a8","claim":"Capstone Holding Corp. incurred loan of C$2,000,000 (approximately $1,434,412) with Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler at 30-day average SOFR plus an applicable margin that is (i) 1.25% through November maturing December 1, 2028.","evidence_excerpt":"(3) a promissory note in the principal amount of C$2,000,000 (approximately $1,434,412) (the “ Second SPA Note ”), payable in equal installments of C$50,000 on the last day of each of March, June, September, and December, commencing on March 31, 2027, with a maturity date of December 1, 2028 and the interest at a per annum rate equal to 30-day average SOFR plus an applicable margin","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","confidence":0.9},{"claim_id":"6fbc8a26806c837244262ed110b7b99871d9b86a","claim":"Capstone Holding Corp. incurred loan of C$1,600,000 (approximately $1,147,529) with Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler at TD Bank’s prime rate plus 1.00% through November 30, 2026, and at TD Bank’s prim maturing March 31, 2027.","evidence_excerpt":"(2) a promissory note in the principal amount of C$1,600,000 (approximately $1,147,529) (the “ First SPA Note ”), payable in the amount of C$400,000 on July 31, 2026 and C$400,000 on October 31, 2026, with a maturity date of March 31, 2027 and the interest at TD Bank’s prime rate plus 1.00% through November 30, 2026, and at TD Bank’s prime rate plus 3.00% from December 1, 2026 onward","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","confidence":0.9},{"claim_id":"c12c1c39d60c78f8e526dcc7e0794fc8eb5277d6","claim":"Capstone Holding Corp. completed an acquisition involving Fraser Canyon Holdings Inc. for C$6,200,000 in cash (approximately $4,446,676 at an exchange rate of US$1.00 = C$1.3943) plus a promissory note and earn-out potential (closed 2025-11-30).","evidence_excerpt":"On December 1, 2025, Capstone Holding Corp. (the \" Company \") closed the acquisition (the \" Acquisition \") of Fraser Canyon Holdings Inc.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001914496-26-000076","ticker":null,"company_name":"Sculptor Diversified Real Estate Income Trust, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Sculptor Diversified Real Estate acquires JW Marriott Marco Island for $835M via $690M loan, $87M equity","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: debt_financing, ma_transaction","same SEC item: 1.01, 2.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001914496-26-000076","json":"https://secwatch.observer/filing/0001914496-26-000076.json","markdown":"https://secwatch.observer/filing/0001914496-26-000076.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/0001914496-26-000076-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/sreit-20260501.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Company entered into a guaranty agreement (the “ Guaranty Agreement ”) in favor of the seller in connection with the First SPA Note issued under the Share Purchase Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","comparable_excerpt":"On May 1, 2026, MIH Propco LLC (the “Borrower”), a subsidiary of the MIH JV, entered into a loan agreement with Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association (collectively, the “Lender”), providing for a mortgage loan in the principal amount of $690,000,000 (the “Loan”), the proceeds of which were used, together with equity contributions from the members of the MIH JV, to finance the acquisition of the Property.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1914496/000191449626000076/0001914496-26-000076-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On December 1, 2025, Capstone Holding Corp. (the \" Company \") closed the acquisition (the \" Acquisition \") of Fraser Canyon Holdings Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","comparable_excerpt":"true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED\nSTATES SECURITIES\nAND EXCHANGE COMMISSION Washington,\nD.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT\nREPORT PURSUANT\nTO SECTION 13 OR 15(D) OF\nTHE SECURITIES EXCHANGE ACT OF 1934 Date\nof Report (Date of earliest event reported): May 4, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}},{"accession":"0001493152-26-021123","ticker":"EZRA","company_name":"Reliance Global Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Reliance Global Group invests $2M in Innervate Radiopharmaceuticals via LifeSci Global biotech arm","event_type":"m_and_a","sec_items":["1.01","8.01","2.03","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021123","json":"https://secwatch.observer/filing/0001493152-26-021123.json","markdown":"https://secwatch.observer/filing/0001493152-26-021123.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1812727/000149315226021123/0001493152-26-021123-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1812727/000149315226021123/form8-k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Company entered into a guaranty agreement (the “ Guaranty Agreement ”) in favor of the seller in connection with the First SPA Note issued under the Share Purchase Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","comparable_excerpt":"company (“EIG”) that is a wholly-owned subsidiary\nof the Company, and LGG entered into a Promissory Note (the “Promissory Note”) in the maximum aggregate principal amount\nof $2,000,000. The Promissory Note bears interest at 7% per annum, compounded annually and accruing daily. Advances under the Promissory\nNote may be made by EIG to LGG from time to time at","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1812727/000149315226021123/0001493152-26-021123-index.htm"}},{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On December 1, 2025, Capstone Holding Corp. (the \" Company \") closed the acquisition (the \" Acquisition \") of Fraser Canyon Holdings Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","comparable_excerpt":"Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired\nall of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price\nadjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi,\nits","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001193125-26-251540","ticker":"CYH","company_name":"COMMUNITY HEALTH SYSTEMS INC","filed_at":"2026-06-01T20:30:16+00:00","headline":"Community Health Systems closes sale of four Arkansas hospitals for $110M cash to Freeman Health System","event_type":"m_and_a","sec_items":["2.01","9.01","8.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251540","json":"https://secwatch.observer/filing/0001193125-26-251540.json","markdown":"https://secwatch.observer/filing/0001193125-26-251540.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/cyh-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On December 1, 2025, Capstone Holding Corp. (the \" Company \") closed the acquisition (the \" Acquisition \") of Fraser Canyon Holdings Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","comparable_excerpt":"the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment). The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On December 1, 2025, Capstone Holding Corp. (the \" Company \") closed the acquisition (the \" Acquisition \") of Fraser Canyon Holdings Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}},{"accession":"0001193125-26-214743","ticker":"CTGO","company_name":"Contango Silver & Gold Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Contango Silver & Gold acquires Lucky Shot for $16.1M; reports high-grade gold intercepts","event_type":"m_and_a","sec_items":["1.01","1.02","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214743","json":"https://secwatch.observer/filing/0001193125-26-214743.json","markdown":"https://secwatch.observer/filing/0001193125-26-214743.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/ctgo-20260504.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"the Company entered into a guaranty agreement (the “ Guaranty Agreement ”) in favor of the seller in connection with the First SPA Note issued under the Share Purchase Agreement","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","comparable_excerpt":"On May 4, 2026, Contango Lucky Shot Alaska, LLC (“LSA”), a wholly-owned subsidiary of Contango Silver & Gold Inc. (“Contango” or the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) and executed a promissory note (the “Promissory Note”) with Alaska Hardrock Inc. (“AHI”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On December 1, 2025, Capstone Holding Corp. (the \" Company \") closed the acquisition (the \" Acquisition \") of Fraser Canyon Holdings Inc.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025116968/0001213900-25-116968-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}