Canterbury Park Holding Corp 10-K

Item 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures: The Company’s Chief Executive Officer, Randall D. Sampson, and Chief Financial Officer Randy J. Dehmer, have reviewed the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon this review, these officers have concluded that the Company’s disclosure controls and procedures are effective. (b) Management’s Annual Report On Internal Control Over Financial Reporting: Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting of the Company. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting can only provide reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting as of December 31, 2025 . In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013), as supplemented by the guidance for internal control over sustainability reporting issued by COSO in 2023. Based on management’s evaluation and those criteria, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2025 . (c) Changes in Internal Control Over Financial Reporting: There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934) that occurred during our fiscal quarter ended December 31, 2025 , that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 41 Item 9B. OTHER INFORMATION Not Applicable. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not Applicable. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information Incorporated by Reference. Except as noted below, the information required by this Item concerning directors and corporate governance is hereby incorporated by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting of Shareholders (the “Proxy Statement”) to be filed with the Commission within 120 days of December 31, 2025 in the sections entitled “Corporate Governance and Board Matters” and “Election of Directors”. Information required by this Item regarding executive officers is presented under Part I, Item 1. Business of this Annual Report on Form 10 -K. Code of Ethics The Company has adopted a Code of Conduct and Ethics applicable to all directors, officers, employees of and consultants to the Company. A copy of the Code of Conduct and Ethics can be obtained free of charge upon written request directed to the Company’s Secretary at the executive offices of the Company. Item 11. EXECUTIVE COMPENSATION Information required under this Item is hereby incorporated by reference to the Proxy Statement sections entitled “Executive Compensation Programs and Practices” and “Director Compensation”. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except as set forth below, the information required under this Item is hereby incorporated by reference to the section of the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management”. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2025 regarding our equity compensation plans, all of which were approved by our shareholders: Plan Category Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights Number of shares of common stock remaining available for future issuance under equity compensation plans (2) Equity compensation plans approved by security holders: Stock Plan 66,836 $ — 99,687 Employee Stock Purchase Plan — — 53,904 Equity compensation plans not approved by security holders: Total 66,836 153,591 (1) For the Stock Plan, represents number of shares that may be issued upon settlement of outstanding deferred stock awards. (2) Excludes shares of common stock listed in the first column Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required under this Item is hereby incorporated by reference to the Proxy Statement section entitled “Certain Relationships and Related Person Transactions.” Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Information required under this Item is hereby incorporated by reference to the Proxy Statement section entitled “Fees Billed and Paid to Independent Registered Public Accounting Firms” and “Audit Committee Pre-Approval Policies and Procedures.” 42 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a). The following Consolidated Financial Statements of Canterbury Park Holding Corporation and subsidiaries are included in Part II, Item 8 pages 34-59: Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 Notes to Consolidated Financial Statements (b). Exhibits Exhibit Table Reference Title of Document 3.1 Restated Articles of Incorporation, filed as Exhibit 3.1 to Form 8-K dated June 30, 2016 and incorporated herein by reference . 3.2 Bylaws, filed as Exhibit 3.2 to Form 8-K dated June 30, 2016 and incorporated herein by reference . 3.3 Amendments effective April 17, 2020 to Bylaws of Canterbury Park Holding Corporation, filed as Exhibit 3.2 to Current Report on Form 8-K dated April 17, 2020 and incorporated herein by reference. 4.1 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed as Exhibit 4.1 to Form 10-K dated March 21, 2023 and incorporated herein by reference. 10.3 Canterbury Park Holding Corporation Stock Plan, as amended through June 7, 2017, filed as Exhibit 10.5 to the Form 8-K dated June 7, 2017 and incorporated herein by reference. 10.4 General Credit and Security Agreement dated as of November 11, 2016 between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.10 to 2017 Form 10-K and incorporated herein by reference. 10.4.1 Credit Amendment Agreement, dated as of September 30, 2018, between and among Canterbury Park Holding Corporation and Bremer Bank N.A, filed as Exhibit 10.1 to Form 10-Q dated November 14, 2018 and incorporated herein by reference. 43 Exhibit Table Reference Title of Document 10.4.2 Third Amendment made as of September 30, 2019, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A, filed as Exhibit 10.1 to Form 8-K dated September 30, 2019 and incorporated herein by reference. 10.4.3 Fourth Amendment made as of September 30, 2020, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated September 30, 2020 and incorporated herein by reference. 10.4.4 Fifth Amendment made as of December 23, 2020, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated December 23, 2020 and incorporated herein by reference. 10.4.5 Sixth Amendment made as of February 28, 2021, by and among to the General Credit and Security Agreement between Canterbury Park Holding Corporation and Bremer Bank N.A., filed as Exhibit 10.1 to Form 8-K dated February 28, 2021 and incorporated herein by reference. 10.4.6 Seventh Amendment Agreement effective January 31, 2024 by and among Canterbury Park Entertainment LLC, Canterbury Holding Corporation, Canterbury Park Concessions, Inc. and Bremer Bank, National Association, filed as Exhibit 10.1 to Form 8-K filed on February 2, 2024 and incorporated herein by reference. 10.4.7 Negative Pledge Agreement effective January 31, 2024 by Canterbury Park Entertainment LLC in favor of Bremer Bank National Association, filed as Exhibit 10.2 to the Form 8-K dated February 2, 2024 and incorporated herein by reference. 10.5 Contract for Private Redevelopment dated August 10, 2018 between the City of Shakopee, Minnesota, Economic Development Authority for the City of Shakopee, Minnesota, Canterbury Development LLC, and Canterbury Park Holding Corporation, filed as Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference. 10.5.1 First Amendment dated as of September 7, 2021 to the Contract for Private Redevelopment dated August 10, 2018 by and among Canterbury Park Holding Corporation, Canterbury Development LLC, the City of Shakopee, Minnesota, and the Economic Development Authority for the City of Shakopee, Minnesota, filed as Exhibit 10.1 to the Form 8-K dated January 25, 2022 and incorporated herein by reference. 10.6* 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. 10.7* Canterbury Park Holding Corporation Long Term Incentive Plan filed as Exhibit 99.2 to Form 8-K dated April 5, 2016 and incorporated herein by reference. 10.8 Canterbury Park Holding Corporation Employee Stock Purchase Plan, as amended through March 23, 2021, incorporated by reference from Appendix A to the Company's definitive proxy statement for its 2021 Annual Meeting of Shareholders held on June 3, 2021 and incorporated herein by reference. 10.9* Canterbury Form of Severance and Change in Control Letter Agreement by and between Canterbury Park Holding Corporation and its executive officers, filed as Exhibit 10.2 to the Current Report on Form 8-K dated March 17, 2022 and incorporated by reference herein. 19.1** Insider Trading Policy 21** Subsidiaries of the Registrant 44 Exhibit Table Reference Title of Document 23.1** Consent of Independent Registered Public Accounting Firm 24** Power of Attorney, Included in Signature Page 31.1** Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2** Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32*** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Canterbury Park Holding Company Compensation Recoupment Policy filed as Exhibit 10.1 to Form 8-K dated October 19, 2023 and incorporated herein by reference. 99.1** Press Release dated March 9, 2026 announcing 2025 Fourth Quarter and Year-End Results 101 The following financial information from Canterbury Park Holding Corporation’s Annual Report on Form 10-K for the period ended December 31, 2025 , formatted in eXtensible Business Reporting Language Inline XBRL; (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 , (ii) Consolidated Statements of Operations for the years ended December 31, 2025 and December 31, 2024 , (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and December 31, 2024 , (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 , and (v) Notes to Financial Statements. 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) * Indicates a management contract or compensatory plan or arrangement. ** Filed herewith. *** Furnished herewith. (c). No financial statement schedules are required by Item 8 and Item 15(c) of Form 10-K. Item 16. FORM 10-K SUMMARY None. 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 10, 2026 CANTERBURY PARK HOLDING CORPORATION By /s/ Randall D. Sampson Randall D. Sampson President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and the dates indicated have signed this report below. Power of Attorney Each person whose signature appears below constitutes and appoints RANDY J. DEHMER and RANDALL D. SAMPSON as his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any of all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Signature Title Date /s/ Randall D. Sampson Chief Executive Officer and President (principal executive officer) and Director March 10, 2026 Randall D. Sampson /s/ Carin J. Offerman Director March 10, 2026 Carin J. Offerman /s/ Peter W. Ahn Director March 10, 2026 Peter W. Ahn /s/ Mark Chronister Director March 10, 2026 Mark Chronister /s/ Maureen H. Bausch Director March 10, 2026 Maureen H. Bausch /s/ John S. Himle Director March 10, 2026 John S. Himle /s/ Damon E. Schramm Director March 10, 2026 Damon E. Schramm /s/ Randy J. Dehmer Chief Financial Officer (principal financial officer and principal accounting officer) March 10, 2026 Randy J. Dehmer 46