Capstone Holding Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, TotalStone, LLC (“TotalStone”), the operating company of Capstone Holding Corp. (the “Company”), is party to an amended and restated management fee agreement (the “Management Agreement”), dated March 1, 2020, with a related party, Brookstone Partners IAC (“Brookstone”), whereby Brookstone provides consulting services totaling $400,000 per annum, billed quarterly, and an additional management fee equal to 5% of earnings before interest, taxes, depreciation, and amortization in excess of $4.0 million.
TotalStone and Gordon Strout are parties to a Board Chairman Agreement (the “Executive Agreement”), pursuant to which Mr. Strout is entitled to a salary or fee accruals.
On January 21, 2026, TotalStone entered into a conditional fee waiver and deferral agreement (the “Fee Waiver”). Pursuant to the Fee Waiver, (i) Brookstone agreed to waive the right to receive payment of any management or consulting fees that would otherwise accrue or become payable under the Management Agreement during the period commencing January 1, 2026, and ending December 31, 2026 in the amount of $400,000.00, and (ii) Mr. Strout agreed to waive the right to the salary or fee accruals in the amount of $94,091 under the Executive Agreement (together, the “Waived Fees”). In addition, TotalStone’s obligation to pay the Waived Fees shall be extinguished unless and until TotalStone achieves the performance targets set forth in the Fee Waiver.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibits | |
| 10.1 | Conditional Fee Waiver And Deferral Agreement, dated January 21, 2026, by and between TotalStone, LLC, Brookstone Partners IAC, and Gordon Strout | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 27, 2026 | Capstone Holding Corp. | |
| By: | /s/ Matthew E. Lipman | |
| Name: | Matthew E. Lipman | |
| Title: | Chief Executive Officer | |
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