City Holding Co (CHCO) director gifts 790 shares to WVU fund

Rhea-AI Filing Summary

City Holding Company director Jones J. Thomas reported a previously unreported gift of 790 shares of common stock made on 12/12/2025. The transaction is coded as a disposition by gift at a per-share price of $0, with the shares gifted to the WVU Foundation. After this gift, he directly beneficially owns 3,887 shares of City Holding common stock. The filing explains that the original Form 4 was not submitted within the required two business days and this filing is intended to correct that oversight.

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^*

Jones J. Thomas

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		G		790(1)	D	$0(2)	3,887	D

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

Explanation of Responses:

1. The disposition by gift of securities by the reporting person was inadvertently not reported on Form 4 within the required two business days following the transaction date. This Form 4 is being filed to correct that oversight.

2. Shares gifted by the reporting person to WVU Foundation at an undisclosed price.

Remarks:

	Victoria A. Faw, attorney-in-fact	01/08/2026
	** 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.

FAQ

What insider transaction did CHCO report in this Form 4?

The filing reports that director Jones J. Thomas disposed of 790 shares of City Holding Company common stock on 12/12/2025 through a gift transaction.

Who received the gifted City Holding (CHCO) shares?

The footnotes state that the 790 shares of City Holding common stock were gifted by the reporting person to the WVU Foundation.

How many CHCO shares does the director own after the gift?

Following the reported gift transaction, Jones J. Thomas is shown as directly beneficially owning 3,887 shares of City Holding common stock.

What was the reported price for the 790 gifted CHCO shares?

The transaction table lists the price per share as $0, consistent with the disposition being characterized as a gift rather than a sale for value.

Why was this Form 4 for CHCO filed after the required deadline?

The explanation notes that the disposition by gift was inadvertently not reported within the required two business days, and this Form 4 is being filed to correct that oversight.

What is the reporting person’s role at City Holding (CHCO)?

The reporting person, Jones J. Thomas, is identified as a director of City Holding Company and is not listed as an officer or 10% owner.