CITY HOLDING CO EVP receives 136 shares via RSU vest

CITY HOLDING CO executive Jeffrey Dale Legge reported acquiring shares through equity awards.

Rhea-AI Filing Summary

CITY HOLDING CO executive Jeffrey Dale Legge reported acquiring shares through equity awards. On February 22, 2026, he exercised 136 restricted stock units for no cash consideration, receiving an equal number of common shares at a price of $0.00 per share.

After this transaction, he directly held 272 restricted stock units and 7,173 shares of common stock. Additional holdings reported include stock options to buy 512 shares and several blocks of restricted stock units scheduled to vest over future dates, along with 8,817.9367 common shares held indirectly through a 401(k) Plan and Trust as of December 31, 2024.

Insider Trade Summary

136 shares exercised/converted

Exercise 8 txns

Insider LEGGE JEFFREY DALE

Role EVP, CAO & CIO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	136	$0.00	$0.00
Exercise	Common Stock	136	$0.00	$0.00
holding	Stock Option to Buy	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 1,528 contracts for 1,256 underlying shares (Direct); Common Stock — 7,173 shares (Direct); Stock Option to Buy — 512 contracts (Direct); Common Stock — 8,817.9367 shares (Indirect, by 401(k) Plan and Trust)

Footnotes (9)

1. F1. Shares were received for no consideration upon vesting of the restricted stock units and the satisfaction of a two-year holding period.
2. F2. Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2024 plan valuation date.
3. F3. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
4. F4. One-third of these restricted stock units are scheduled to vest on each of February 22, 2024; February 22, 2025; and February 22, 2026.
5. F5. Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 512 shares on each of 2/22/2020, 2/22/2021 and 2/22/2022.
6. F6. One-third of these restricted stock units are scheduled to vest on each of February 24, 2022; February 24, 2023; and February 24, 2024.
7. F7. One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025.
8. F8. One-third of these restricted stock units are scheduled to vest on each of February 23, 2025; February 23, 2026; and February 23, 2027.
9. F9. One-third of these restricted stock units are scheduled to vest on each of March 21, 2026; March 21, 2027; and March 21, 2028

FAQ

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What insider transaction did CITY HOLDING CO (CHCO) report for Jeffrey Dale Legge?

Jeffrey Dale Legge reported acquiring 136 common shares of CITY HOLDING CO on February 22, 2026. The shares were received at no cash cost upon vesting of restricted stock units and satisfaction of a required two-year holding period, reflecting equity-based executive compensation.

How many CITY HOLDING CO (CHCO) common shares does Jeffrey Dale Legge hold after this Form 4?

After the reported transaction, Jeffrey Dale Legge directly holds 7,173 common shares of CITY HOLDING CO. The filing also discloses 8,817.9367 additional common shares held indirectly through a 401(k) Plan and Trust as of the December 31, 2024 plan valuation date.

What happens to the restricted stock units reported by CITY HOLDING CO (CHCO) for Jeffrey Dale Legge?

Each restricted stock unit represents the right to receive one common share of CITY HOLDING CO at settlement. Various RSU grants vest in one‑third installments on specific dates between February 2022 and March 2028, tying ongoing share delivery to continued service and vesting conditions.

Were the CITY HOLDING CO (CHCO) shares purchased on the open market in this Form 4?

The filing shows no open‑market purchases. The 136 common shares were received for no consideration when restricted stock units vested after a two‑year holding period, indicating a derivative exercise/conversion rather than a cash purchase in the market.

What stock option holdings for CITY HOLDING CO (CHCO) are disclosed for Jeffrey Dale Legge?

The Form 4 reports 512 stock option shares from CITY HOLDING Company’s 2013 Incentive Plan. Footnotes state these options are subject to time‑based and performance‑based vesting, with 512 shares scheduled to vest on each of February 22, 2020, 2021, and 2022.

How are 401(k) Plan and Trust shares for CITY HOLDING CO (CHCO) treated in this Form 4?

The filing lists 8,817.9367 CITY HOLDING CO common shares held indirectly through a 401(k) Plan and Trust. These include shares acquired under the company’s 401(k) Plan during the fiscal year in transactions exempt from Section 16(b), reported as of December 31, 2024.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/23/2026 - 01:22 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LEGGE JEFFREY DALE

(Last) (First) (Middle)

25 GATEWATER ROAD

(Street)

CROSS LANES WV 25313

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITY HOLDING CO [ CHCO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CAO & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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	02/22/2026		M		136	A	$0(1)	7,173	D
Common Stock								8,817.9367(2)	I	by 401(k) Plan and 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
Restricted Stock Unit	(3)	02/22/2026		M			136	(4)	(4)	Common Stock	136	$0	272	D
Stock Option to Buy	$66.32							(5)	02/21/2027	Common Stock	512(5)		512	D
Restricted Stock Unit	$0(3)							(6)	(6)	Common Stock	163		163	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	328		328	D
Restricted Stock Unit	(3)							(8)	(8)	Common Stock	419		419	D
Restricted Stock Unit	(3)							(9)	(9)	Common Stock	346		346	D

Explanation of Responses:

1. Shares were received for no consideration upon vesting of the restricted stock units and the satisfaction of a two-year holding period.

2. Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2024 plan valuation date.

3. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

4. One-third of these restricted stock units are scheduled to vest on each of February 22, 2024; February 22, 2025; and February 22, 2026.

5. Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 512 shares on each of 2/22/2020, 2/22/2021 and 2/22/2022.

6. One-third of these restricted stock units are scheduled to vest on each of February 24, 2022; February 24, 2023; and February 24, 2024.

7. One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025.

8. One-third of these restricted stock units are scheduled to vest on each of February 23, 2025; February 23, 2026; and February 23, 2027.

9. One-third of these restricted stock units are scheduled to vest on each of March 21, 2026; March 21, 2027; and March 21, 2028

Remarks:

	Victoria A. Faw, attorney-in-fact	02/23/2026
	** 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).
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