C&F Financial (NASDAQ: CFFI) chair logs 282-share tax-withholding stock disposition

Rhea-AI Filing Summary

C & F Financial Corp executive chairman Larry G. Dillon reported a small share disposition related to taxes. On this Form 4, 282 shares of common stock were surrendered at $77 per share in a tax-withholding disposition, leaving him with 34,383 directly held shares.

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^*

DILLON LARRY G

(Last) (First) (Middle)

3600 LA GRANGE PARKWAY

(Street)

TOANO VA 23168

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
C & F FINANCIAL CORP [ CFFI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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

X	Form filed by One Reporting Person
	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	02/18/2026		F		282	D	$77	34,383	D

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

Explanation of Responses:

	/s/ Matthew B. Guth, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CFFI executive Larry G. Dillon report?

Larry G. Dillon reported a tax-withholding disposition of 282 CFFI shares. The shares were surrendered to cover tax obligations rather than sold in the open market, reflecting an administrative equity-related transaction rather than a traditional buy or sell.

At what price were the CFFI shares disposed of in this Form 4?

The 282 CFFI common shares were valued at $77 per share in the tax-withholding disposition. This value is used for the tax calculation and disclosure, not necessarily as an open-market transaction price set by regular trading activity.

How many CFFI shares does Larry G. Dillon hold after this transaction?

After the reported transaction, Larry G. Dillon directly holds 34,383 CFFI common shares. This balance reflects his ownership following the 282-share tax-withholding disposition and indicates his remaining direct equity stake as disclosed in the filing.

Was the CFFI insider transaction a market sale or tax withholding?

The CFFI insider transaction was a tax-withholding disposition, not an open-market sale. The Form 4 uses transaction code “F,” indicating shares were delivered to satisfy tax obligations associated with equity compensation, rather than being sold to outside investors.

What does transaction code F mean in the CFFI Form 4 filing?

Transaction code F indicates “payment of exercise price or tax liability by delivering securities.” For CFFI, this means Larry G. Dillon used 282 shares of common stock to satisfy tax obligations tied to an equity award, instead of paying cash.

Is Larry G. Dillon’s CFFI ownership direct or indirect after this Form 4?

The filing states that Larry G. Dillon’s 34,383 CFFI shares are held directly. The ownership code is “D,” indicating direct ownership, and there are no footnotes in the excerpt reallocating voting or investment authority to another entity.