City Holding (NASDAQ: CHCO) CEO logs open-market sale of 1,275 shares

Rhea-AI Filing Summary

City Holding Company President & CEO Charles R. Hageboeck reported open-market sales of company common stock. On February 20, 2026, he sold 442 shares at $125.00 and 833 shares at $125.50, totaling 1,275 shares sold. After these sales, his directly held common stock positions reported were 49,917 shares and then 49,084 shares in successive entries. He also holds several blocks of restricted stock units, each representing the right to receive one share of common stock at settlement, with vesting schedules running through dates such as February 23, 2027 and March 21, 2028. In addition, he reports 2,134.2807 common shares held indirectly through the company’s 401(k) Plan and Trust as of the December 31, 2025 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^*

HAGEBOECK CHARLES R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		S		442	D	$125	49,917	D
Common Stock	02/20/2026		S		833	D	$125.5	49,084	D
Common Stock								2,134.2807(1)	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	(2)							(3)	(3)	Common Stock	671		671	D
Restricted Stock Unit	(2)							(4)	(4)	Common Stock	1,330		1,330	D
Restricted Stock Unit	(2)							(5)	(5)	Common Stock	1,565		1,565	D
Restricted Stock Unit	(2)							(6)	(6)	Common Stock	1,627		1,627	D
Restricted Stock Unit	(2)							(7)	(7)	Common Stock	1,347		1,347	D

Explanation of Responses:

1. 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 12/31/2025 plan valuation date.

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

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

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

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

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

7. 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.
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FAQ

What insider transaction did CITY HOLDING CO (CHCO) report for Charles R. Hageboeck?

CITY HOLDING CO reported that President & CEO Charles R. Hageboeck sold common stock on February 20, 2026. He executed two open-market sales totaling 1,275 shares, providing detailed prices and updated post-transaction share balances in his direct ownership records.

How many CITY HOLDING CO (CHCO) shares did the CEO sell and at what prices?

On February 20, 2026, the CEO sold 442 shares of CHCO common stock at $125.00 and 833 shares at $125.50. These open-market transactions together amounted to 1,275 shares sold at prices slightly above $125 per share.

What is Charles R. Hageboeck’s reported direct CHCO share ownership after these sales?

Following the February 20, 2026 sales, one line shows his direct CHCO common stock holdings at 49,917 shares, followed by another at 49,084 shares. These figures reflect updated direct ownership amounts reported after the separate sale transactions.

What restricted stock units does the CHCO CEO hold according to this Form 4?

The filing lists several blocks of restricted stock units for the CHCO CEO, with totals such as 671, 1,330, 1,565, 1,627 and 1,347 units. Each unit represents one share at settlement, with vesting dates spanning 2022 through 2028 in one-third annual installments.

How many CITY HOLDING CO shares does the CEO hold indirectly through the 401(k) plan?

The Form 4 notes 2,134.2807 CHCO common shares held indirectly through the company’s 401(k) Plan and Trust. These totals are reported as of the December 31, 2025 plan valuation date and reflect shares acquired in transactions exempt from Section 16(b).

Do the restricted stock units for CHCO’s CEO convert into common shares one-for-one?

Yes. The footnotes state that each restricted stock unit held by the CHCO CEO represents the right to receive, at settlement, one share of common stock. Various grants vest in one-third installments on scheduled dates between 2022 and 2028.