City Holding Co (CHCO) CFO trims stake with 402-share stock sale

Rhea-AI Filing Summary

City Holding Co executive David L. Bumgarner, EVP & Chief Financial Officer, sold 402 shares of common stock at $125 per share. After this open-market sale, he directly holds 12,632.146 common shares. He also has indirect holdings of 115 shares through an IRA and 3,073.7288 shares through the company’s 401(k) Plan and Trust, with those plan totals reported as of the December 31, 2024 valuation date.

Bumgarner retains several restricted stock unit awards that each convert into one share of common stock at settlement, including blocks covering 615, 534, 524, 379 and 170 underlying shares. Footnotes state that these restricted stock units are scheduled to vest in equal one‑third installments on specified February and March dates from 2023 through 2029.

Insights

Equity compensation & insider trading analyst

CFO executes a modest share sale while keeping a sizable equity stake and RSU grants.

EVP & Chief Financial Officer David L. Bumgarner sold 402 shares of City Holding Co common stock at $125 per share, leaving 12,632.146 shares held directly. This is a single open‑market sale alongside several non‑transactional updates to indirect and derivative holdings.

He also holds indirect positions, including 3,073.7288 shares in the company’s 401(k) Plan and Trust as of the December 31, 2024 valuation date, plus IRA shares. The derivative summary lists multiple restricted stock unit awards with zero exercise price covering underlying blocks of 615, 534, 524, 379 and 170 shares.

Footnotes describe these RSUs vesting in one‑third installments on specific dates from February 2023 through February 2029. Taken together, the filing shows a routine sale alongside continuing long‑term equity exposure through direct shares, retirement-plan holdings, and unvested awards, without additional information on broader corporate performance.

Insider Trade Summary

Net Seller: 402 shares ($50,250)

Net Sell 8 txns

Insider BUMGARNER DAVID L

Role EVP & Chief Financial Officer

Sold 402 shs ($50K)

Type	Security	Shares	Price	Value
Sale	Common Stock	402	$125.00	$50K
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 12,632.146 shares (Direct, null); Restricted Stock Unit — 170 shares (Direct, null); Common Stock — 3,073.729 shares (Indirect, by 401(k) Plan and Trust)

Footnotes (1)

1. 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. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025. One-third of these restricted stock units are scheduled to vest on each of February 22, 2024; February 22, 2025; and February 22, 2026. One-third of these restricted stock units are scheduled to vest on each of February 23, 2025; February 23, 2026; and February 23, 2027. One-third of these restricted stock units are scheduled to vest on each of March 21, 2026; March 21, 2027; and March 21, 2028 One-third of these restricted stock units are scheduled to vest on each of February 25, 2027; February 25, 2028; and February 25, 2029

Key Figures

Shares sold: 402 shares Sale price: $125.0000 per share Direct holdings after sale: 12,632.1460 shares +3 more

6 metrics

Shares sold 402 shares Open-market sale of common stock

Sale price $125.0000 per share Price for 402 sold shares

Direct holdings after sale 12,632.1460 shares Common stock held directly post-transaction

Indirect 401(k) holdings 3,073.7288 shares 401(k) Plan & Trust as of 12/31/2024 valuation date

Indirect IRA holdings 115.0000 shares Common stock held indirectly via IRA

Largest RSU block 615.0000 underlying shares Restricted stock unit award with zero exercise price

Key Terms

Restricted Stock Unit, 401(k) Plan and Trust, Rule 16a8(b), vest

4 terms

Restricted Stock Unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

401(k) Plan and Trust financial

"Includes share acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year"

Rule 16a8(b) regulatory

"transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2024 plan valuation date."

vest financial

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

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

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^*

BUMGARNER DAVID L

(Last) (First) (Middle)

25 GATEWATER ROAD

(Street)

CROSS LANES WEST VIRGINIA 25313

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/06/2026		S		402	D	$125	12,632.146	D
Common Stock								3,073.7288(1)	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	(2)							(3)	(3)	Common Stock	170		170	D
Restricted Stock Unit	(2)							(4)	(4)	Common Stock	379		379	D
Restricted Stock Unit	(2)							(5)	(5)	Common Stock	615		615	D
Restricted Stock Unit	(2)							(6)	(6)	Common Stock	524		524	D
Restricted Stock Unit	(2)							(7)	(7)	Common Stock	534		534	D

Explanation of Responses:

1. 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.

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

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

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

7. One-third of these restricted stock units are scheduled to vest on each of February 25, 2027; February 25, 2028; and February 25, 2029

Remarks:

	Victoria A. Faw, attorney-in-fact	05/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did City Holding Co (CHCO) CFO David L. Bumgarner do in this Form 4?

David L. Bumgarner, EVP & Chief Financial Officer, sold 402 shares of City Holding Co common stock at $125 per share. After the sale, he still directly holds 12,632.146 shares, plus additional indirect holdings and restricted stock unit awards tied to common stock.

How many City Holding Co (CHCO) shares did the CFO sell and at what price?

The CFO sold 402 shares of City Holding Co common stock at $125 per share in an open‑market transaction. This represents a relatively small portion of his total reported holdings, which include over twelve thousand direct shares plus indirect and restricted stock unit positions.

What are the CFO’s remaining direct and indirect City Holding Co (CHCO) share holdings?

Following the reported sale, the CFO directly holds 12,632.146 City Holding Co common shares. Indirectly, he holds 115 shares through an IRA and 3,073.7288 shares through the company’s 401(k) Plan and Trust, with those 401(k) plan totals reported as of December 31, 2024.

What restricted stock units does the City Holding Co (CHCO) CFO still own?

The CFO holds several restricted stock unit awards, each representing one future common share at settlement. The derivative summary lists RSU blocks tied to 615, 534, 524, 379 and 170 underlying shares, all with a zero exercise price, providing additional equity exposure beyond his current shareholdings.

When are the City Holding Co (CHCO) CFO’s restricted stock units scheduled to vest?

Footnotes state that different RSU grants vest in one‑third installments on specified dates. These include February 23, 2023–2025; February 22, 2024–2026; February 23, 2025–2027; March 21, 2026–2028; and February 25, 2027–2029, spreading vesting over multiple years.

How are the CFO’s 401(k) Plan & Trust shares in City Holding Co (CHCO) reported?

The filing notes 3,073.7288 shares held through the company’s 401(k) Plan and Trust for the CFO. A footnote explains these shares were acquired under the plan in transactions exempt from Section 16(b), with totals reported as of the December 31, 2024 plan valuation date.