Capstone Holding (CAPS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 18, 2026, to be held virtually from 10:00 a.m. to 11:00 a.m. Central Time.

• Proxy materials, including the 2025 Annual Report and Proxy Statement, are available online for review and voting.

• Shareholders are encouraged to vote electronically by June 17, 2026, or request paper materials by June 8, 2026.

Voting matters and shareholder proposals

• Election of two Class I directors: Fredric J. Feldman, Ph.D., and Elwood D. Howse, Jr.

• Election of two Class II directors: John M. Holliman, III, and Gordon Strout.

• Ratification of GBQ Partners LLC as independent auditor for fiscal year ending December 31, 2026.

• Approval of one or more reverse stock splits at a ratio between 1-for-5 and 1-for-50, to be executed within one year of approval.

• Amendment to the 2025 Stock Incentive Plan to increase shares subject to the plan from 21.5% to 35% of outstanding common stock per quarter.

• Approval to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board recommends voting in favor of all six proposals presented at the annual meeting.