Minimum bid price is the Company’s only remaining listing requirement; Capstone reiterates its expectation of positive Adjusted EBITDA in the second quarter of 2026

Capstone Holding Corp. (NASDAQ:CAPS), a national, technology-enabled building products distribution platform, today announced that it received notice from Nasdaq that the Company is eligible for an additional 180-calendar-day period, or until January 4, 2027, to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. The minimum bid price is the Company’s only remaining listing deficiency.

Nasdaq’s determination is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, other than the minimum bid price requirement, together with the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

At its Annual Meeting on June 18, 2026, Capstone’s stockholders authorized the Board of Directors to effect a reverse stock split, if the Board determines it necessary, at a ratio in the range of 1-for-5 to 1-for-50. The Company may seek to regain compliance during the additional period through business performance or, if necessary, through the authorized reverse stock split.

"The minimum bid price is our only remaining listing requirement, and the additional period gives us the time to address it," said Matthew Lipman, Chief Executive Officer. "Our focus remains on execution. We expect to achieve positive Adjusted EBITDA in the second quarter of 2026, and we believe our customer demand and project pipeline support continued growth in gross profit, gross margins, and Adjusted EBITDA through 2026."

Key Highlights:

Additional Compliance Period: The Company is eligible for an additional 180-day period, until January 4, 2027; the minimum bid price is its only remaining listing deficiency.
Positive Adjusted EBITDA Expected in Q2 2026: The Company expects positive Adjusted EBITDA in the second quarter, a financial milestone.
FY2026 Outlook: The Company continues to expect growth in gross profit, gross margins, and Adjusted EBITDA through 2026.
Reverse Stock Split Authorized: Stockholders authorized a reverse stock split in the range of 1-for-5 to 1-for-50, to be used if the Board determines it necessary to regain compliance.

Full details of the additional compliance period are available in the Company’s Current Report on Form 8-K, filed with the SEC. For additional updates, visit the Investor Relations section of www.capstoneholdingcorp.com.

About Capstone Holding Corp.

Capstone Holding Corp. (NASDAQ:CAPS) is a national, technology-enabled building products distribution platform optimizing supply chains across 38 U.S. states and Canada. Through its Instone operating platform and inventory portal, the Company aggregates and delivers proprietary stone veneer, hardscape materials, and modular masonry systems. Capstone’s model combines digital infrastructure, owned-inventory logistics, and disciplined acquisitions to drive scalable margin expansion and operating leverage across its growing platform.

Non-GAAP Financial Measures

This press release references Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered an alternative to net income (loss) or any other performance measure derived in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. The Company defines Adjusted EBITDA as earnings (loss) before interest expense, income taxes, depreciation and amortization expense, management fees incurred by Instone payable to Capstone and Brookstone, Instone board fees, share-based compensation, change in fair value of contingent consideration, loss on extinguishment of debt, and transaction costs. A reconciliation of Adjusted EBITDA to net loss for the three months ended March 31, 2026 and 2025 is included in the Company’s first quarter 2026 investor presentation, available in the Investor Relations section of www.capstoneholdingcorp.com. The Company has not provided a quantitative reconciliation of forward-looking Adjusted EBITDA guidance to forward-looking GAAP net income (loss) because the individual reconciling items cannot be predicted with reasonable certainty without unreasonable effort.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements relate to future events and performance, including the Company’s ability to regain compliance with the Nasdaq minimum bid price requirement within the additional compliance period, guidance regarding revenue and Adjusted EBITDA targets, the potential implementation of a reverse stock split, M&A strategy, use of capital, and operating outlook. Actual results may differ materially from those projected due to a range of factors, including but not limited to the Company’s liquidity and access to capital; its ability to comply with, or obtain waivers of, financial covenants; the refinancing or repayment of indebtedness as it matures; conditions that may raise substantial doubt about the Company’s ability to continue as a going concern; acquisition timing and integration; macroeconomic conditions; and other execution risks. Please review the Company’s filings with the SEC, including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, for a full discussion of these and other risk factors. Capstone undertakes no obligation to revise forward-looking statements except as required by law.

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Investor Contact

Investor Relations

Capstone Holding Corp.

investors@capstoneholdingcorp.com

www.capstoneholdingcorp.com