---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-26-021256"
form_type: "8-K"
ticker: "CAPS"
cik: "0000887151"
company_name: "Capstone Holding Corp."
filed_at: "2026-06-22T12:25:28+00:00"
generated_at: "2026-06-22T12:30:15.394482+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Capstone shareholders approve reverse stock split (1:5-1:50) and extend debt maturities

## Summary
- Shareholders approved reverse stock split between 1:5 and 1:50; board may implement within 12 months.
- TotalStone extended Berkshire Bank revolver to Dec 31, 2026; balance ~$9.6M as of Mar 31, 2026.
- TotalStone extended Stream Finance credit agreement to Sep 30, 2028; outstanding ~$2.6M plus deferred interest.
- Stock incentive plan amended: max shares increased from 21.5% to 35% of outstanding common shares quarterly.
- All director nominees elected with >93% support; ratification of GBQ Partners as auditor passed.

## SEC filing metadata
- accession: 0001437749-26-021256
- form_type: 8-K
- ticker: CAPS
- cik: 0000887151
- company_name: Capstone Holding Corp.
- filed_at: 2026-06-22T12:25:28+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/caps20260618_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-26-021256
- JSON: https://secwatch.observer/filing/0001437749-26-021256.json
- Plain text: https://secwatch.observer/filing/0001437749-26-021256.txt

## Key facts
- Material Agreements
  Capstone Holding Corp. amended Sixteenth Amendment to the Revolving Credit Agreement with Berkshire Bank valued at Extended the maturity date of the Revolving Credit Agreement to December 31, 2026. (effective 2026-06-17).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Berkshire Bank
  - Value: Extended the maturity date of the Revolving Credit Agreement to December 31, 2026.
  - Effective: 2026-06-17
  source text: On June 17, 2026, TotalStone entered into the sixteenth amendment to the Revolving Credit Agreement (the “ Sixteenth Amendment to the Revolving Credit Agreement ”) to extend the maturity date of the Revolving Credit Agreement to December 31, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm
- Material Agreements
  Capstone Holding Corp. amended Fourth Amendment to Stream Finance Credit Agreement with Stream Finance, LLC valued at Extended the maturity date of the Stream Finance Credit Agreement to September 30, 2028. (effective 2026-06-17).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Stream Finance, LLC
  - Value: Extended the maturity date of the Stream Finance Credit Agreement to September 30, 2028.
  - Effective: 2026-06-17
  source text: On June 17, 2026, TotalStone entered into the fourth amendment to the Stream Finance Credit Agreement (the “ Fourth Amendment to Stream Finance Credit Agreement ”) to extend the maturity date of the Stream Finance Credit Agreement to September 30, 2028.
  evidence_url: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm
- Shareholder Votes
  Capstone Holding Corp. shareholders approved Ratification of appointment of GBQ Partners LLC as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-18 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-18
  source text: 3. The proposal to ratify the appointment of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved as follows: Votes For ​ ​ Votes Against ​ ​ Broker Non-Votes ​ ​ Votes Abstained ​ 9,425,270 ​ ​ ​ 302,428 ​ ​ ​ 0 ​ ​ ​ 371,000 ​
  evidence_url: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm
- Shareholder Votes
  Capstone Holding Corp. shareholders approved Election of Class I directors at the 2026-06-18 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-18
  source text: 1. The two nominees for Class I director were elected to serve a one-year term as follows: Director ​ Votes For ​ ​ % Votes For ​ ​ Votes Withheld ​ ​ % Votes Withheld ​ Fredric J. Feldman, Ph.D. ​ ​ 7,903,599 ​ ​ ​ 94.07 % ​ ​ 498,185 ​ ​ ​ 5.93 % Elwood D. Howse, Jr. ​ ​ 7,893,504 ​ ​ ​ 93.95 % ​ ​ 508,280 ​ ​ ​ 6.05 %
  evidence_url: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm
- Shareholder Votes
  Capstone Holding Corp. shareholders approved Amendment to Certificate of Incorporation to effect reverse stock split at ratio not less than 1-for-5 and not more than 1-for-50 at the 2026-06-18 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2026-06-18
  source text: 4. The proposal of an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio and timing to be determined by the Board of Directors in its discretion within twelve months of stockholder approval was approved as follows: Votes For ​ ​ Votes Against ​ ​ Broker Non-Votes ​ ​ Votes Abstained ​ 8,171,581 ​ ​ ​ 1,923,132 ​ ​ ​ 0 ​ ​ ​ 3,985 ​
  evidence_url: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm
- Shareholder Votes
  Capstone Holding Corp. shareholders approved Election of Class II directors at the 2026-06-18 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-18
  source text: 2. The two nominees for Class II director were elected to serve a two-year term as follows: Director ​ Votes For ​ ​ % Votes For ​ ​ Votes Withheld ​ ​ % Votes Withheld ​ John M. Holliman, III ​ ​ 7,892,856 ​ ​ ​ 93.94 % ​ ​ 508,928 ​ ​ ​ 6.06 % Gordon Strout ​ ​ 7,889,264 ​ ​ ​ 93.90 % ​ ​ 512,520 ​ ​ ​ 6.10 %
  evidence_url: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm
- Shareholder Votes
  Capstone Holding Corp. shareholders approved Adjournment of Annual Meeting at the 2026-06-18 meeting.
  - Outcome: passed
  - Meeting: 2026-06-18
  source text: 6. The proposal of the adjournment of the Annual Meeting was approved as follows: Votes For ​ ​ Votes Against ​ ​ Broker Non-Votes ​ ​ Votes Abstained ​ 8,569,818 ​ ​ ​ 1,035,346 ​ ​ ​ 0 ​ ​ ​ 493,534 ​
  evidence_url: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm
- Shareholder Votes
  Capstone Holding Corp. shareholders approved Amendment to Capstone Holding Corp. 2025 Stock Incentive Plan to increase maximum aggregate shares from 21.5% to 35% at the 2026-06-18 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-18
  source text: 5. The proposal of an amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan (the “ First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan ”) to increase the maximum aggregate number of shares available for awards from 21.5% of the number of Common Shares outstanding as of the first trading day of each quarter to 35% of the number of Common Shares outstanding as of the first trading day of each quarter was approved as follows: Votes For ​ ​ Votes Against ​ ​ Broker Non-Votes ​ ​ Votes Abstained ​ 7,309,819 ​ ​ ​ 1,081,988 ​ ​ ​ 1,696,914 ​ ​ ​ 9,977 ​
  evidence_url: https://www.sec.gov/Archives/edgar/data/887151/000143774926021256/0001437749-26-021256-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.