How does the Form 4 classify the CEO’s 5,855-share CHCO transaction?

The 5,855-share transaction is classified as a non-derivative open-market sale of common stock, coded “S” in the filing. The transaction summary characterizes the overall activity as net-sell, with no corresponding option exercises, gifts, or tax-withholding dispositions reported for this date.

City Holding (CHCO) CEO sale of 5,855 shares leaves 50,341

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

City Holding Co President & CEO Charles R. Hageboeck reported an open-market sale of 5,855 shares of Common Stock at $125.3014 per share. After this transaction, he directly holds 50,341 common shares.

He also indirectly holds 2,134.2807 common shares through the Company's 401(k) Plan & Trust as of the December 31, 2025 plan valuation date. In addition, he holds several restricted stock unit awards that each represent the right to receive one share of common stock at settlement, tied to blocks of 1,365, 1,347, 1,627, 1,043 and 665 underlying common shares, with these units scheduled to vest in equal annual installments on specific dates from February 2025 through February 2029.

Insider Trade Summary

Net Seller: 5,855 shares ($733,640)

Net Sell 7 txns

Insider HAGEBOECK CHARLES R

Role President & CEO

Sold 5,855 shs ($734K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,855	$125.3014	$734K
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 50,341 shares (Direct, null); Restricted Stock Unit — 665 shares (Direct, null); Common Stock — 2,134.281 shares (Indirect, by 401(k) Plan and Trust)

Footnotes (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. 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: 5,855 shares Sale price: $125.3014 per share Direct holdings after sale: 50,341 shares +3 more

6 metrics

Shares sold 5,855 shares Open-market sale of Common Stock on April 28, 2026

Sale price $125.3014 per share Price for the 5,855-share common stock sale

Direct holdings after sale 50,341 shares Common Stock directly owned following the reported sale

Indirect 401(k) holdings 2,134.2807 shares Common Stock held by 401(k) Plan & Trust as of Dec. 31, 2025

RSU block 1,365 underlying shares Restricted stock units tied to Common Stock, vesting through Feb. 2025

RSU block 1,627 underlying shares Restricted stock units tied to Common Stock, vesting through Feb. 2027

Key Terms

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

3 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 & Trust financial

"Includes shares 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 12/31/2025..."

Form 4 Insider Transactions: What Each Field Means →

04/29/2026 - 10:38 AM

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^*

HAGEBOECK CHARLES R

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/28/2026		S		5,855	D	$125.3014	50,341	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	665		665	D
Restricted Stock Unit	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	1,043		1,043	D
Restricted Stock Unit	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	1,627		1,627	D
Restricted Stock Unit	⁽²⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	1,347		1,347	D
Restricted Stock Unit	⁽²⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	1,365		1,365	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 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	04/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CHCO CEO Charles Hageboeck report?

Charles R. Hageboeck reported an open-market sale of 5,855 shares of City Holding Co common stock at $125.3014 per share. This Form 4 filing reflects a net-sell transaction while still leaving him with a substantial remaining equity position in the company.

How many CHCO shares does the CEO hold after the reported sale?

After selling 5,855 shares, Charles R. Hageboeck directly holds 50,341 shares of City Holding Co common stock. He also has additional indirect holdings and restricted stock unit awards that provide further exposure to the company’s shares over time.

What indirect CHCO holdings does the CEO report through the 401(k) Plan?

The filing shows 2,134.2807 City Holding Co common shares held indirectly by Charles R. Hageboeck through the Company’s 401(k) Plan & Trust. These totals are reported as of the December 31, 2025 plan valuation date and arise from transactions exempt under old Rule 16a-8(b).

What are the key details of the CEO’s restricted stock units in CHCO?

Charles R. Hageboeck holds several restricted stock unit awards, each representing one City Holding Co share at settlement. The awards cover blocks of 1,365, 1,347, 1,627, 1,043 and 665 underlying shares, with one-third of each grant scheduled to vest annually on specified dates through February 2029.