City Holding (CHCO) CEO gains 665 shares from RSU vesting

Rhea-AI Filing Summary

City Holding Company President & CEO Charles R. Hageboeck reported the vesting and settlement of equity awards rather than an open-market trade. On February 23, 2026, he exercised 665 restricted stock units, receiving 665 shares of common stock at $0.00 per share upon vesting and completion of a two-year holding period.

Following this conversion, he directly owned 50,271 shares of common stock, along with several blocks of unvested restricted stock units, each unit representing the right to receive one share at settlement. The filing also notes 2,134.2807 shares held indirectly through the Company’s 401(k) Plan & 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)
02/23/2026

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		665	A	$0(1)	50,271	D
Common Stock								2,134.2807(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)	02/23/2026		M			665	(4)	(4)	Common Stock	665	$0	665	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	671		671	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	1,043		1,043	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	1,627		1,627	D
Restricted Stock Unit	(3)							(8)	(8)	Common Stock	1,347		1,347	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 12/31/2025 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 did CHCO CEO Charles Hageboeck report in this Form 4?

He reported the vesting and settlement of equity awards, not an open-market trade. 665 restricted stock units converted into 665 common shares at $0.00 per share after a two-year holding period requirement was met.

How many CHCO shares does the CEO own directly after this transaction?

After the restricted stock units converted, Charles Hageboeck directly owned 50,271 shares of City Holding common stock. This total reflects the new 665-share issuance from vested units added to his existing direct shareholdings.

Were any City Holding (CHCO) shares bought or sold on the open market?

No open-market purchases or sales were reported. The Form 4 shows an exercise/conversion of 665 restricted stock units into 665 common shares at no cost, triggered by vesting and a completed holding period.

What do the CHCO restricted stock units represent for the CEO?

Each City Holding restricted stock unit represents the right to receive one common share at settlement. As units vest on scheduled dates, they can convert into common stock, increasing the CEO’s direct ownership without cash payment.

How many CHCO shares does the CEO hold through the 401(k) plan?

The filing reports 2,134.2807 City Holding shares held indirectly by Charles Hageboeck through the Company’s 401(k) Plan & Trust, with share totals stated as of the December 31, 2025 plan valuation date.

Do the CHCO restricted stock units have a vesting schedule?

Yes. The footnotes state that various restricted stock unit grants vest in one-third annual installments on specified dates between February 2022 and March 2028, leading to future potential conversions into City Holding common shares.