Capstone Holding (CAPS) Registration Filing summary

Company overview and business model

• Operates a leading building products distribution network, primarily through Instone, the largest wholesale distributor of thin veneer masonry products in the U.S., serving both residential and commercial construction markets.

• Strategic focus on expanding geographic presence, enhancing product portfolio, operational excellence, customer-centricity, and innovation, with recent product launches like the Toro family of manufactured stone products.

• Acquired 100% interest in TotalStone, which operates under Instone and Northeast Masonry Distributors, servicing 31 states across the Midwest and Northeast.

• Controlled by Brookstone Partners, a private equity group with deep expertise in building products, and led by an experienced management team.

Financial performance and metrics

• Instone’s revenues increased from approximately $32.2 million in April 2020 to $44.9 million by December 31, 2024.

• As of March 31, 2025, net tangible book value (deficit) was $(6,952,292), or $(1.34) per share; after the offering, as-adjusted net tangible book value (deficit) would be $(7,083,792), or $(0.68) per share.

• Immediate dilution to new investors is estimated at $(2.50) per share based on an assumed offering price of $1.82.

Use of proceeds and capital allocation

• Will not receive proceeds from resale by the selling stockholder; may receive up to $20 million in gross proceeds from sales to the selling stockholder under the Purchase Agreement.

• Proceeds, if any, will be used for working capital, general corporate purposes, and repayment of outstanding indebtedness, with management retaining broad discretion over allocation.