Canterbury Park (CPHC) CEO gets 10,100-share stock award and tax withholding

Rhea-AI Filing Summary

Canterbury Park Holding Corp reported that President and CEO Randall D. Sampson received a grant of 10,100 shares of common stock on March 12, 2026 as a deferred stock award at no cash cost, increasing his direct holdings to 313,559 shares.

On February 16, 2026, 363 shares were withheld at $15.61 per share to cover tax obligations from a prior deferred stock grant, which is a non-market disposition. The filing also shows indirect holdings in common stock through a 401(k) plan and trusts, including shares held by the Randall D. Sampson GST Trust and Sampson Family Real Estate Holdings, LLC, where various family trusts are beneficiaries and certain membership interests are disclaimed.

Insights

Equity compensation and governance analyst

CEO receives routine stock award; tax withholding is non-market.

The filing shows Randall D. Sampson, President, CEO and 10% owner of Canterbury Park Holding Corp, receiving a grant of 10,100 common shares as equity compensation. Such awards align management incentives with shareholders but do not reflect an open-market buy decision.

Separately, 363 shares were withheld at $15.61 to satisfy tax obligations from an earlier deferred stock grant, a mechanical disposition that is not an open-market sale. The filing also details sizable indirect holdings via a 401(k) plan and family trusts, including interests held through Sampson Family Real Estate Holdings, LLC, with certain membership interests expressly disclaimed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SAMPSON RANDALL D

(Last) (First) (Middle)

1100 CANTERBURY ROAD

(Street)

SHAKOPEE MN 55379

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Canterbury Park Holding Corp [ CPHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/16/2026		F		363(1)	D	$15.61	303,459	D
Common Stock	03/12/2026		A		10,100(2)	A	$0	313,559	D
Common Stock								5,706	I	By 401(k) Plan
Common Stock								34,173	I(3)	By Trust
Common Stock								667,387	I(4)	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

SAMPSON RANDALL D

(Last) (First) (Middle)

1100 CANTERBURY ROAD

(Street)

SHAKOPEE MN 55379

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

1. Name and Address of Reporting Person^*

Sampson Family Real Estate Holdings, LLC

(Last) (First) (Middle)

930 LAKE SUSAN HILLS DR.

(Street)

CHANHASSEN MN 55317

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of a prior deferred stock grant by directing the Company to withhold shares otherwise issuable pursuant to the previously reported grant.

2. Deferred stock awards vest 25% annually for each of the next four years.

3. Held by the Randall D. Sampson GST Trust, of which Mr. Sampson is the trustee and his grandchildren are beneficiaries.

4. Held by the Sampson Family Real Estate Holdings, LLC (SFREH), of which Mr. Sampson is the sole manager. Members of SFREH include the Marian Arlis Sampson 2012 Family Irrevocable Trust, the Curtis A. Sampson Family Trust, and the Randall D. Sampson GST Trust, of which Mr. Sampson is the trustee and his grandchildren are beneficiaries. Mr. Sampson and his children are among the beneficiaries of the Marian Arlis Sampson 2012 Family Irrevocable Trust and the Curtis A. Sampson Family Trust. Mr. Sampson disclaims beneficial ownership in membership interests of SFREH in which he has no pecuniary interest.

	Alex Lorman by Power of Attorney for Randall D. Sampson	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

What did Canterbury Park (CPHC) CEO Randall Sampson report in this Form 4?

Randall Sampson reported receiving a grant of 10,100 shares of Canterbury Park common stock as equity compensation. The filing also notes routine tax withholding of 363 shares and discloses his direct and indirect ownership positions, including holdings via a 401(k) plan and family trusts.

Was the 10,100-share Canterbury Park (CPHC) transaction a market purchase?

No. The 10,100-share transaction is coded as a grant or award at a price of $0.00 per share. It represents equity compensation issued by the company to CEO Randall Sampson, rather than an open-market purchase of Canterbury Park stock by him.

How many Canterbury Park (CPHC) shares does the CEO hold directly after these transactions?

After the March 12, 2026 grant, Randall Sampson directly holds 313,559 shares of Canterbury Park common stock. This figure reflects his direct ownership only and is separate from additional indirect holdings reported through a 401(k) plan and various family-related trusts.

What is the 363-share Canterbury Park (CPHC) disposition reported in the Form 4?

The 363-share disposition is coded as tax withholding at $15.61 per share. The company withheld these shares on February 16, 2026 to satisfy Randall Sampson’s tax obligations related to the vesting of a previously reported deferred stock grant, not an open-market sale.

What indirect Canterbury Park (CPHC) holdings are disclosed for Randall Sampson?

The filing lists indirect Canterbury Park holdings via a 401(k) plan and trusts, including the Randall D. Sampson GST Trust and Sampson Family Real Estate Holdings, LLC. Various family trusts are beneficiaries, and Sampson disclaims beneficial ownership in certain membership interests where he has no pecuniary interest.

Do these Canterbury Park (CPHC) Form 4 entries indicate a change in insider sentiment?

The entries mainly reflect routine equity compensation and related tax withholding, not discretionary market trades. A 10,100-share grant and 363-share tax withholding do not, by themselves, signal a change in insider sentiment toward Canterbury Park, based on the reported codes and descriptions.