CITY HOLDING CO (CHCO) EVP gains 163 shares through RSU vesting

Rhea-AI Filing Summary

CITY HOLDING CO executive Jeffrey Dale Legge, EVP, CAO & CIO, reported the vesting and exercise of restricted stock units into common shares. On February 24, 2026, he exercised 163 restricted stock units for no cash consideration, receiving 163 shares of common stock, with each unit converting into one share.

After this transaction, he directly owned 7,500 shares of common stock. He also reported direct holdings of stock options covering 512 shares and several blocks of restricted stock units, plus an indirect holding of 8,817.9367 common shares through the company’s 401(k) Plan and Trust as of the December 31, 2024 plan valuation date.

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^*

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)
02/24/2026

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	02/24/2026		M		163	A	$0(1)	7,500	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	$0(3)	02/24/2026		M			163	(4)	(4)	Common Stock	163	$0	0	D
Stock Option to Buy	$66.32							(5)	02/21/2027	Common Stock	512(5)		512	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	164		164	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	272		272	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 24, 2022; February 24, 2023; and February 24, 2024.

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 23, 2023; February 23, 2024; and February 23, 2025.

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

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	02/25/2026
	** 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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FAQ

What insider transaction did CHCO executive Jeffrey Dale Legge report?

Jeffrey Dale Legge reported an acquisition of shares through restricted stock unit vesting. On February 24, 2026, 163 restricted stock units converted into 163 shares of CITY HOLDING CO common stock, received for no cash consideration after meeting vesting and holding requirements.

How many CITY HOLDING CO common shares does Jeffrey Dale Legge own directly after this Form 4?

After the reported transactions, Jeffrey Dale Legge directly owns 7,500 CITY HOLDING CO common shares. This figure reflects the addition of 163 shares received from restricted stock unit vesting and exercise, combined with his previously held direct common stock position.

Were the CHCO shares acquired by Jeffrey Dale Legge purchased for cash?

The shares were not purchased for cash; they were received for no consideration. The filing states the 163 shares came from vested restricted stock units after a two-year holding period, with each unit settling into one share of common stock.

What indirect CITY HOLDING CO holdings does Jeffrey Dale Legge report in this filing?

He reports indirect ownership of 8,817.9367 CITY HOLDING CO common shares through the company’s 401(k) Plan and Trust. The share total reflects acquisitions under the plan and is stated as of the December 31, 2024 plan valuation date.

What derivative awards and restricted stock units does Jeffrey Dale Legge hold at CHCO?

He reports stock options for 512 shares and several blocks of restricted stock units with different vesting schedules. Each restricted stock unit represents the right to receive one share of CITY HOLDING CO common stock upon settlement, according to the filing’s footnotes.

What role does Jeffrey Dale Legge hold at CITY HOLDING CO in this Form 4?

In the Form 4, Jeffrey Dale Legge is identified as an officer of CITY HOLDING CO. His listed titles are Executive Vice President, Chief Administrative Officer, and Chief Information Officer, reflecting a senior leadership role at the company.