A group of four reporting persons led by 3i, LP filed Amendment No. 1 to a Schedule 13G with the SEC on November 12, 2026, updating their beneficial ownership position in Capstone Holding Corp. following a 1-for-30 reverse stock split effected on October 19, 2026.

Key Highlights

  • Triggering event: The date of event requiring the filing was September 30, 2026, according to the cover page.
  • 3i, LP position: 3i, LP reported beneficial ownership of 97,610 shares of common stock, representing 9.9% of the class, based on 879,470 shares outstanding as of September 28, 2026.
  • Source of shares: The 97,610 shares held by 3i, LP are issuable upon conversion of senior secured convertible notes with a principal aggregate amount of approximately $1.0 million, subject to a 9.99% beneficial ownership limitation provision.
  • Tumim Stone Capital LLC: Tumim Stone Capital LLC directly holds 2,703 shares of common stock, representing 0.3% of the class.
  • 3i Management LLC and Maier Joshua Tarlow: Each reported shared beneficial ownership of 97,309 shares, also representing 9.9%, comprising 94,606 shares issuable upon conversion of the notes held by 3i, LP and 2,703 shares held directly by Tumim Stone Capital LLC.
  • Reverse stock split: All share counts reflect the issuer's 1-for-30 reverse stock split of outstanding common stock effected on October 19, 2026.
  • All voting and dispositive power: All four reporting persons reported zero sole voting power and zero sole dispositive power, with all shared voting and dispositive power held jointly.

3i Group Updates Capstone Holding Beneficial Ownership After 1-for-30 Reverse Split

According to the filing, four reporting persons, namely 3i, LP, Tumim Stone Capital LLC, 3i Management LLC, and Maier Joshua Tarlow, jointly filed this Amendment No. 1 to their Schedule 13G originally filed on April 23, 2026. The amendment was submitted to update beneficial ownership information following material changes resulting from the issuer's reverse stock split and related share count adjustments. The principal business address of each reporting person is 2 Wooster Street, 2nd Floor, New York, NY 10013.

The filing discloses that 3i, LP holds senior secured convertible notes of Capstone Holding Corp. with a principal aggregate amount of approximately $1.0 million. Conversions of these notes into common stock are subject to a 9.99% beneficial ownership limitation provision, described in the filing as "the Blocker." As a result, 3i, LP's reported beneficial ownership of 97,610 shares represents shares issuable upon conversion of the notes to the extent permitted by the Blocker. The share count and ownership percentage are calculated against 879,470 shares of common stock outstanding as of September 28, 2026, as disclosed in the issuer's Form 8-K filed September 29, 2026, and all figures reflect the 1-for-30 reverse stock split effected October 19, 2026.

The filing notes that 3i Management LLC and Maier Joshua Tarlow each report shared beneficial ownership of 97,309 shares, which the filing attributes to a combination of 94,606 shares issuable upon conversion of the notes held by 3i, LP and 2,703 shares of common stock directly held by Tumim Stone Capital LLC. The filing states that it "should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein."

What Was Disclosed

The four reporting persons amended their Schedule 13G to update beneficial ownership in Capstone Holding Corp. common stock (CUSIP 14068E307) as of September 30, 2026, reflecting adjusted share counts after the issuer's 1-for-30 reverse stock split on October 19, 2026.