Exhibit 99.3

CAPSTONE HOLDING CORP.
Unaudited Pro Forma Combined Financial Information

On December 1, 2025, Capstone Holding Corp. (the “Company”) completed its previously announced acquisition (the “Acquisition”) of Fraser Canyon Holdings Inc. (“FCHI”) and its subsidiaries. FCHI does business as Canadian Stone Industries. The Acquisition was completed pursuant to the terms and conditions of (i) the asset purchase agreement (the “Asset Purchase Agreement”) previously filed as an exhibit to the Current Report on Form 8-K dated December 2, 2025 (the “December 8-K”), and (ii) the share purchase agreement (the “Share Purchase Agreement”) previously filed as an exhibit to the December 8-K.

Asset Purchase Transaction

The Asset Purchase Agreement, dated November 30, 2025, was entered into by and between TotalStone, LLC (“TotalStone”), the Company’s primary operating subsidiary, Continental Stone Industries Inc., a Delaware corporation that is wholly owned by FCHI (“CSIA”), and Jeffery Leech as the representative of CSIA. Pursuant to the Asset Purchase Agreement, TotalStone purchased all of the assets and assumed certain of the liabilities of CSIA (the “Asset Purchase Transaction”). The aggregate purchase price for the Asset Purchase Transaction consisted of (i) the assumption of CSIA’s liabilities, and (ii) cash of $458,810.00 (the “Continental Cash Purchase Price”).

Share Purchase Transaction

The Share Purchase Agreement, dated December 1, 2025, was entered into by and between InStone Canada Corp., a British Columbia corporation and an indirect wholly-owned subsidiary of the Company (“InStone Canada”), and Dream Family Holdings Ltd., Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech in his individual capacity, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech in his capacity as the representative of the sellers of FCHI (collectively, the “Sellers”). Pursuant to the Share Purchase Agreement, InStone Canada purchased all of the issued and outstanding shares of FCHI (the “FCHI Shares,” and the transaction, the “Share Purchase Transaction”).

The aggregate purchase price for the Share Purchase Transaction consisted of:

(i) C$6,200,000 in cash (approximately $4,446,676 at an exchange rate of US$1.00 = C$1.3943), less the amount of the Continental Cash Purchase Price, with such cash purchase price including the assumption of liabilities; (ii) a promissory note in the principal amount of C$1,600,000 (approximately $1,147,529) (the “First SPA Note”), payable in the amount of C$400,000 on July 31, 2026 and C$400,000 on October 31, 2026, with a maturity date of March 31, 2027 and interest at TD Bank’s prime rate plus 1.00% through November 30, 2026, and at TD Bank’s prime rate plus 3.00% from December 1, 2026 onward; (iii) a promissory note in the principal amount of C$2,000,000 (approximately $1,434,412) (the “Second SPA Note”), payable in equal installments of C$50,000 on the last day of each of March, June, September, and December, commencing on March 31, 2027, with a maturity date of December 1, 2028 and interest at a per annum rate equal to 30-day average SOFR plus an applicable margin that is (a) 1.25% through November 30, 2026, (b) 2.50% from December 1, 2026 through November 30, 2027, and (c) 3.75% thereafter; (iv) any amounts payable under the earn-out agreement (the “Earn-Out Agreement”) up to C$3,000,000 based on Average EBITDA (as defined in the Earn-Out Agreement) during two separate periods: the 2026 and 2027 calendar years (the first period) and the 2027 and 2028 calendar years (the second period); and (v) the Buyer WC Payment Amount (as defined in the Share Purchase Agreement), if any, less the Buyer WC Receipt Amount (as defined in the Share Purchase Agreement), if any.

Additional Agreements

In connection with the closing of the Acquisition, the buyers agreed to deliver a buyer-side representations and warranties insurance policy and the Company entered into a guaranty agreement (the “Guaranty Agreement”) in favor of the Sellers in connection with the First SPA Note issued under the Share Purchase Agreement.

To finance a portion of the cash purchase price, on October 22, 2025, the Company issued to an institutional investor (the “Buyer”) a senior secured convertible note in the original principal amount of $3,545,712.42 (the “Note”), which was issued with a 8.34% original issue discount. The Note is convertible into shares of common stock, $0.0005 par value per share (the “Common Stock”), in certain circumstances in accordance with the terms of the Note at an initial conversion price per share of $1.10. The Company received gross proceeds of $3,250,000, prior to the deduction of transaction-related expenses, from the issuance of the Note. The Note bears interest at a rate of 7.0% per annum. Principal and interest under the Note will be repaid in a series of equal quarterly installments. Subsequent to the issuance of the Note, on November 24, 2025, the Company voluntarily reduced the conversion price of a portion of the Note totaling $1,772,856.21 in principal amount to $0.75 per share, with the remaining principal amount continuing to be subject to the existing conversion price of $1.10 per share. The pro forma adjustments related to this arrangement are shown in a separate column as “Other Adjustments”.

The foregoing does not purport to be a complete description of the Asset Purchase Agreement, the Share Purchase Agreement, the First SPA Note, the Second SPA Note, the Guaranty Agreement, and the Earn-Out Agreement, and such description is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, the Share Purchase Agreement, the First SPA Note, the Second SPA Note, the Guaranty Agreement, and the Earn-Out Agreement, the forms of which were filed as, respectively, Exhibits 2.1, 2.2, 10.1, 10.2, 10.3, and 10.4 to the December 8-K and which are incorporated herein by reference.

Previous 2025 Acquisition

As more fully disclosed in our Form 8-K filed with the SEC on November 7, 2025, on August 22, 2025, the Company acquired Carolina Stone Holdings, LLC (“CSH“). The aggregate purchase price of the CSH acquisition was (i) $2,625,000 in cash, subject to adjustment set forth in Section 2.6 of the Purchase Agreement, plus (ii) a seller note in the original principal amount of $1,250,000, plus (iii) the amount payable pursuant to the terms of the earn-out agreement. The Company transferred $2,501,500 in cash to the seller representing the aggregate purchase price of $2,625,000 less $123,500 for the preliminary working capital adjustment as set forth in Section 2.6 of the Purchase Agreement.

To finance the CSH cash purchase price, on July 29, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Company authorized the issuance of senior secured convertible notes, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a “Convertible Note”). The first Convertible Note was issued in the original principal amount of approximately $3,272,966 (the “Note). The Convertible Notes are convertible into shares of common stock, $0.0005 par value per share (the “Common Stock”), in certain circumstances in accordance with the terms of the Convertible Notes at an initial conversion price per share of $1.72 per share. Subsequent to the issuance date, the conversion price of the Convertible Note was amended to $1.00 per share. The Company received gross proceeds of $3,000,000 or $2,680,000 of net proceeds after the deduction of transaction related expenses, from the initial closing of the Convertible Note Financing.

The following Unaudited Pro Forma Combined Financial Information has been prepared from the respective historical consolidated financial statements of the Company, CSH and FCHI and has been adjusted to illustrate the estimated effects of both acquisitions.

The Unaudited Pro Forma Combined Financial Information has been prepared in accordance with Article 8 of Regulation S-X as amended. The Unaudited Pro Forma Combined Financial Information is derived from and should be read in conjunction with:

The Unaudited Pro Forma Combined Consolidated Balance Sheet gives effect to the FCHI acquisition as if it had been consummated on September 30, 2025 and includes pro forma adjustments based on the preliminary valuation of certain tangible and identifiable intangible assets acquired and liabilities assumed and consideration transferred. The Unaudited Pro Forma Combined Consolidated Balance Sheet combines the Company’s historical Unaudited Consolidated Balance Sheet as of September 30, 2025 with FCHI’s historical Unaudited Consolidated Balance Sheet as of September 30, 2025. The CSH acquisition closed on August 22, 2025 and accordingly the assets acquired and liabilities assumed are already included in the Company’s consolidated balance sheet as of September 30, 2025.

The Unaudited Pro Forma Combined Consolidated Statement of Operations for the year ended December 31, 2024 gives effect to the CSH and FCHI acquisition as if they had been consummated on January 1, 2024, and combines the Company’s historical Audited Consolidated Statement of Operations for the year ended December 31, 2024 with CSH’s and FCHI’s historical Audited Consolidated Statement of Operations for the year ended December 31, 2024. Similarly, the Unaudited Pro Forma Combined Consolidated Statement of Operations for the nine months ended September 30, 2025 gives effect to the CSH and FCHI acquisition as if they had been consummated on January 1, 2024 and combines the Company’s historical Unaudited Consolidated Statement of Operations for the nine months ended September 30, 2025, with FCHI’s historical Unaudited Consolidated Statement of Operations for the nine months ended September 30, 2025 and CSH’s historical Unaudited Consolidated Statement of Operations for the period January 1, 2025 through August 28, 2025.

The accompanying Unaudited Pro Forma Combined Financial Information was derived by making certain Acquisition Adjustments to the historical consolidated financial statements of CSH and FCHI noted above. Such adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Company’s acquisitions may differ from the adjustments made to the Unaudited Pro Forma Combined Financial Information. However, management believes that the assumptions provide reasonable basis for presenting the significant effects of the acquisitions as if it had been consummated as of the dates indicated above, and that all adjustments necessary to present fairly the Unaudited Pro Forma Combined Financial Information have been made.

The Unaudited Pro Forma Combined Financial Information is for illustrative purposes only and is subject to a number of uncertainties and assumptions as described in the accompanying notes. The Unaudited Pro Forma Combined Financial Information should not be relied upon as an indication of the financial condition or the operating results that the Company would have achieved had the acquisitions occurred on the dates assumed, nor indicative of the financial condition or operating results of the combined company as of or for any future date or period.

As of the date of this Amendment Number 1 to the Current Report on Form 8-K, the Company has not finalized its determination of the fair value of consideration transferred for the CSH and FCHI acquisitions, the fair value of assets acquired and liabilities assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform FCHI’s accounting policies to the Company’s accounting policies. As additional information becomes available and additional analyses are performed, this may cause the final adjustments to be materially different from the Unaudited Pro Forma Combined Financial Information presented below. The final allocation of the total purchase price for each acquisition will be determined after a final determination of the fair value of CSH’s and FCHI’s tangible and identifiable intangible assets acquired and liabilities that existed at each respective acquisition closing date.

CAPSTONE HOLDING CORP.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of September 30, 2025

(in thousands, except share and per share data)

(unaudited)

CAPSTONE HOLDING CORP.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2025

(in thousands, except share and per share data)

(unaudited)

CAPSTONE HOLDING CORP.
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2024

(in thousands, except share and per share data)

(unaudited)

CAPSTONE HOLDING CORP.
NOTES TO THE UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

Note 1 Basis of Presentation

The Unaudited Pro Forma Combined Financial Information is prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Article 11 of Regulation S-X.

The historical consolidated financial statements of the Company, CSH and FCHI were prepared in accordance with U.S. GAAP and presented in thousands. The Unaudited Pro Forma Combined Financial Information has been derived from the historical consolidated financial statements of the Company and FCHI. Certain FCHI and Carolina Stone Holdings’ audited and unaudited historical consolidated balances have been reclassified to conform to the Company’s financial statement presentation. The Unaudited Pro Forma Combined Consolidated Balance Sheet as of September 30, 2025, gives effect to the FCHI acquisition as if it had occurred on September 30, 2025. The Unaudited Pro Forma Combined Consolidated Statements of Operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025 give effect to the CSH and FCHI acquisitions as if they had occurred on January 1, 2024.

The historical consolidated financial statements have been adjusted in the Unaudited Pro Forma Combined Financial Information to give effect to the pro forma events that are factually supportable, directly attributable to the acquisitions, and expected to have a continuing impact on the combined results following the business combination.

The pro forma adjustments represent management’s estimates based on information available as of the date of the filing of the Unaudited Pro Forma Combined Financial Information and do not reflect possible adjustments related to integration activities that have yet to be determined or transaction or other costs following the acquisitions that are not expected to have a continuing impact. No adjustments have been made to the Unaudited Pro Forma Combined Financial Information to reflect potential synergies or cost savings that may result from the business combination.

The Unaudited Pro Forma Combined Financial Information should be read in conjunction with the historical consolidated financial statements, and related notes thereto, of the Company, CSH and FCHI for the periods presented.

Note 2 Preliminary Purchase Price Allocation

The acquisitions are accounted for using the acquisition method of accounting in accordance with the Accounting Standards Codification Topic 805, “Business Combinations” (“Topic 805”), with the Company as the accounting acquirer. Topic 805 requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair values, with any excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill.

The following table summarizes the preliminary purchase price allocation for the FCHI acquisition as of the December 1, 2025 closing date (in “000’s”):

The preliminary purchase price allocation for the CSH acquisition is included in Exhibit 99.3 to the Company’s Form 8-K filed with the SEC on November 7, 2025.

The purchase price allocation for the both acquisitions are is preliminary and subject to revision as additional information about the fair value of the assets to be acquired and liabilities to be assumed becomes available. Accordingly, the unaudited pro forma condensed combined financial information includes a preliminary allocation of the purchase price based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to changes, which may be material.

The final determination of the purchase price allocation will be completed as soon as practicable but not one year beyond the date of the closing date of the each business combination and will be based on the fair values of the assets acquired and liabilities assumed as of the closing date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial information.

Note 3 Acquisition Adjustments

FCHI Adjustments:

CSH Adjustments:

Note 4 Other Adjustments

FCHI Adjustments

The term of the Convertible Note is one year from the issuance date and therefore on the basis that the Pro Forma Statements of Operations assume that the FCHI acquisition occurred on January 1, 2024, the interest expense pro forma adjustments are only applicable to the year ended December 31, 2024.

The following table summarizes interest expense, original issue discount expense and debt issuance costs applicable to the Convertible Note (in “000’s”) for the year ended December 31, 2024:

CSH Adjustments