Capstone Holding restates 2025 results after share-count errors
Capstone Holding Corp. said previously issued financial statements for three 2025 periods should no longer be relied on due to incorrect share counts, and that it will file amended reports.
What happened
Capstone Holding Corp. (CAPS), a distributor of wholesale lumber and other construction materials, disclosed in an SEC filing on August 12, 2026, that its previously issued unaudited financial statements for several 2025 periods should no longer be relied upon.
The company's chief financial officer concluded on August 7, 2026, that the weighted average number of common shares outstanding and the related net loss per share were incorrectly reported in the quarterly reports for the periods ended June 30, 2025, September 30, 2025, and March 31, 2026. The audit committee concurred on August 10, 2026.
The errors affected only the share counts and per-share figures. Net loss, balance sheets, and cash flow statements were unchanged. The company said it is filing amendments to those quarterly reports to correct the figures.
Why it matters
The restatement changes the reported net loss per share for the three months ended March 31, 2025 from $(0.47) to $(1.56), and for the nine months ended September 30, 2025 from $(1.45) to $(1.22).
The company identified a material weakness in internal control over financial reporting related to how the weighted average share count was calculated. It said it will describe the weakness and remediation plans in the amended reports.
The stock closed at $0.185 on August 12, 2026, down 2.6% from the prior close of $0.19.
What this means
An 8-K is a current report companies file with the SEC to disclose major events. Item 4.02 is specifically for notifying investors that previously issued financial statements can no longer be relied on, typically because of an error or restatement.
The error involved the weighted average number of shares outstanding, a figure used to calculate earnings per share (EPS). Companies must weight shares by how long they were outstanding during a period, not just use the end-of-period count. The company used the wrong denominators, which distorted the per-share loss.
As a result, the company will file Form 10-Q/A amendments to the affected quarterly reports. These amendments will restate the share counts and per-share amounts, but not the total net loss. The restatement does not affect the annual report for 2025, the company said.
Sources
- 8-K filed 2026-08-12
- Daily price history
Information summarized by AI from the sources listed above. May contain errors — informational only, not investment advice.