CITY HOLDING CO (CHCO) CFO converts 170 RSUs into common stock

Rhea-AI Filing Summary

CITY HOLDING CO executive vice president and chief financial officer David L. Bumgarner reported an exercise of derivative awards into common stock. On February 23, 2026, he converted 170 restricted stock units into 170 shares of common stock at a stated price of $0.00 per share, reflecting a vesting event rather than an open-market purchase.

Each restricted stock unit represents the right to receive one share of common stock at settlement, and the shares were received for no cash consideration after vesting and completion of a two-year holding period. Following this transaction, his directly held common stock position is reported as 10,818.146 shares, with additional indirect holdings of common stock reported through a 401(k) Plan and Trust and an IRA.

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^*

BUMGARNER DAVID L

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		170	A	$0(1)	10,818.146	D
Common Stock								3,073.7288(2)	I	by 401(k) Plan and Trust
Common Stock								115	I	by IRA

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)	02/23/2026		M			170	(4)	(4)	Common Stock	170	$0	170	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	169		169	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	379		379	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	615		615	D
Restricted Stock Unit	(3)							(8)	(8)	Common Stock	524		524	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 share 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 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 24, 2022; February 24, 2023; and February 24, 2024.

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

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

8. 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	02/24/2026
	** 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 CITY HOLDING CO (CHCO) report for David L. Bumgarner?

CITY HOLDING CO reported that CFO David L. Bumgarner converted 170 restricted stock units into 170 shares of common stock. The units vested and settled at $0.00 per share, indicating no cash outlay and reflecting equity compensation rather than an open-market purchase.

How many CITY HOLDING CO (CHCO) shares does David L. Bumgarner hold after this Form 4?

After the reported transactions, David L. Bumgarner holds 10,818.146 shares of CITY HOLDING CO common stock directly. He also has indirect positions, including 3,073.7288 shares through a 401(k) Plan and Trust and 115 shares via an IRA, as disclosed.

What is the nature of the 170 CITY HOLDING CO (CHCO) restricted stock units reported?

The 170 restricted stock units represent rights to receive one share of CITY HOLDING CO common stock per unit at settlement. These units vested and were settled into shares for no cash consideration following completion of a required two-year holding period, according to the disclosure footnote.

Did the CITY HOLDING CO (CHCO) CFO buy shares on the open market in this Form 4?

No, the Form 4 shows an exercise of restricted stock units, not an open-market buy. The 170 units converted into 170 common shares at a stated price of $0.00 per share, reflecting equity compensation vesting rather than a discretionary market purchase.

How are CITY HOLDING CO (CHCO) shares held indirectly by David L. Bumgarner reported?

Indirect holdings are reported as common stock held by a 401(k) Plan and Trust and by an IRA. The filing notes 3,073.7288 shares in the 401(k) and 115 shares in the IRA, with 401(k) share totals stated as of the December 31, 2024 valuation date.

What do the vesting footnotes for CITY HOLDING CO (CHCO) restricted stock units indicate?

The footnotes describe multiple restricted stock unit grants that vest in one-third installments on specified February and March dates across several years. They explain that each unit converts into one common share at settlement, outlining the scheduled vesting pattern for these long-term equity awards.