Capstone Holding (CAPS) Registration Filing summary

Company overview and business model

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

• Focuses on high-quality products, expert support, and exceptional service, leveraging a 30+ year history and a broad distribution footprint across 31 states.

• Growth strategy centers on organic expansion, strategic acquisitions, and operational excellence, with a customer-centric and innovation-driven approach.

• Controlled by Brookstone Partners, a private equity group with deep sector expertise, and led by a seasoned management team.

Financial performance and metrics

• Instone's revenues grew from approximately $32.2 million in 2020 to $44.9 million in 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 $(0.46) per share.

• The offering results in an immediate increase in net tangible book value of $0.88 per share to existing stockholders and immediate dilution of $1.20 per share to new investors.

Use of proceeds and capital allocation

• Will not receive proceeds from resale of shares by the selling stockholder.

• May receive up to $10 million in gross proceeds from sales of convertible notes, to be used for acquisition costs, fees, working capital, and general corporate purposes.

• Management has broad discretion in the use of proceeds, which may not necessarily improve financial condition or market value.