Executive pay and 2026 bonus metrics set at Canterbury Park (CPHC)

Rhea-AI Filing Summary

Canterbury Park Holding Corporation updated executive compensation for 2026. The Board approved a 3% increase in President and CEO Randall D. Sampson’s annual base salary to $347,606 and a 2.5% increase in CFO Randy J. Dehmer’s salary to $280,988, effective March 29, 2026.

The company also set 2026 performance goals under its Annual Incentive Plan and granted cash incentive opportunities. Bonuses will depend on 2026 adjusted income from operations (70% weight) and consolidated revenue (30% weight), with payouts capped at 150% of target. At target performance, Sampson can earn a bonus equal to 45% of salary and Dehmer 35%.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 20, 2026

Canterbury Park Holding Corporation

(Exact name of registrant as specified in its charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

001-37858		47-5349765
(Commission File Number)		(IRS Employer Identification No.)
1100 Canterbury Road, Shakopee, Minnesota		55379
(Address of Principal Executive Offices)		(Zip Code)

(952) 445-7223

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value, $.01 per share	CPHC	Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2026 Annual Base Salaries

On March 20, 2026, the Compensation Committee of the Board of Directors of Canterbury Park Holding Corporation (the “Company”) recommended, and the Board of Directors approved, increases in the annual base salaries of Randall D. Sampson, President and Chief Executive Officer, and Randy J. Dehmer, Chief Financial Officer. For 2026, Mr. Sampson’s annual base salary will be increased by 3% to $347,606 and Mr. Dehmer’s annual base salary will be increased by 2.5% to $280,988, effective March 29, 2026.

Adoption of 2026 Annual Bonus Plan

The Company has adopted the Canterbury Park Holding Corporation Annual Incentive Plan (the “Annual Bonus Plan”), which is a comprehensive framework pursuant to which opportunities for incentive compensation generally covering periods of one year or less can be awarded the Company’s executive officers, other senior executives and other employees of the Company. Further information regarding the Annual Bonus Plan is provided in and the text of the Annual Bonus Plan is an exhibit to the Company’s Current Report on Form 8-K dated April 5, 2016, which is incorporated herein by reference.

On March 20, 2026, the Compensation Committee recommended, and the Board of Directors adopted, 2026 performance goals under the Annual Bonus Plan and granted cash incentive pay opportunities (referred to as “Incentive Awards”) under the Annual Bonus Plan to the Company’s eligible employees, which include Mr. Sampson and Mr. Dehmer.

Payouts of Incentive Awards will be based on the Company’s 2026 financial performance compared to two performance goals established by the Compensation Committee and the Board of Directors, which are adjusted income from operations for 2026 and consolidated revenue for 2026, weighted 70% and 30%, respectively. Adjusted income from operations (AIFO) is income from operations, calculated in accordance with U.S. generally accepted accounting principles (GAAP), adjusted to exclude certain extraordinary, unusual or other amounts as determined by the Compensation Committee. Revenue will be calculated in accordance with GAAP.

On March 20, 2026, the Compensation Committee also recommended, and the Board of Directors also approved, minimum, target and maximum levels of performance for 2026 AIFO and revenue. Under matrices associated with the 2026 Annual Bonus Plan, achievement at less than the target level results in a decreasing bonus and, if achievement fails to meet the minimum performance level, the participants will earn no payout under their Incentive Awards for 2026. The total payout under any Incentive Award will not exceed 150% of target, even if the Company’s 2026 AIFO and revenue exceed the maximum level of performance.

Pursuant to the Annual Bonus Plan, on March 20, 2026, the Compensation Committee recommended, and the Board of Directors approved, 2026 bonus opportunities for Mr. Sampson and Mr. Dehmer, expressed as percentage of 2026 base salary based upon the Company’s achievement at target levels of each performance goal. The payout that the Company’s executive officers may earn at the target level of achievement as a percentage of their respective salaries as follows: Mr. Sampson, 45%, and Mr. Dehmer, 35%.

Item 9.01	Financial Statements and Exhibits
Exhibit No.	Description
10.1	Canterbury Park Holding Corporation Annual Incentive Plan (filed as Exhibit 99.1 to Form 8-K dated April 5, 2016 and incorporated herein by reference).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	CANTERBURY PARK HOLDING CORPORATION
Dated: March 26, 2026	By:	/s/ Randall D. Sampson
		Randall D. Sampson
		President and Chief Executive Officer

FAQ

What executive salary changes did Canterbury Park (CPHC) approve for 2026?

Canterbury Park approved modest base salary increases for its top executives for 2026. CEO Randall D. Sampson’s salary rises 3% to $347,606 and CFO Randy J. Dehmer’s increases 2.5% to $280,988, both effective March 29, 2026, following Board approval.

How does Canterbury Park’s 2026 Annual Bonus Plan work for executives?

The 2026 Annual Bonus Plan ties executive bonuses to financial performance. Payouts depend on adjusted income from operations (70% weight) and consolidated revenue (30% weight) for 2026, with defined minimum, target and maximum levels and total payouts capped at 150% of target opportunities.

What bonus opportunities will Canterbury Park (CPHC) executives have at target performance in 2026?

At target performance in 2026, CEO Randall D. Sampson may earn an Incentive Award equal to 45% of his base salary. CFO Randy J. Dehmer may earn an Incentive Award equal to 35% of his base salary, under the company’s Annual Incentive Plan structure.

Which financial metrics determine Canterbury Park’s 2026 incentive payouts?

Two GAAP-based measures drive 2026 incentive payouts: adjusted income from operations and consolidated revenue. Adjusted income from operations, excluding specified extraordinary items, carries 70% weight, while consolidated revenue carries 30%, with performance measured against minimum, target and maximum levels set by the Board.

Is there a maximum payout under Canterbury Park’s 2026 Incentive Awards?

Yes, the total payout under any 2026 Incentive Award cannot exceed 150% of the target opportunity. This cap applies even if the company’s 2026 adjusted income from operations and consolidated revenue exceed the maximum performance levels established by the Compensation Committee and Board.

Who is eligible for Canterbury Park’s 2026 Annual Bonus Plan?

The 2026 Annual Bonus Plan covers the company’s executive officers, other senior executives, and other employees. Eligibility includes CEO Randall D. Sampson and CFO Randy J. Dehmer, who receive defined target bonus percentages tied to 2026 financial performance under the plan’s matrices.

Filing Exhibits & Attachments

4 documents

Other Documents

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