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CHCO (CITY HOLDING CO) CEO boosts stake via 522 RSUs converting to stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CITY HOLDING CO President & CEO Charles R. Hageboeck increased his direct equity stake through equity awards rather than open-market trades. On February 22, 2026, he exercised 522 restricted stock units, converting them into 522 shares of common stock at a price of $0.00 per share, as shown by transaction code M for an exercise or conversion of a derivative security.

According to the filing, each restricted stock unit converts into one share of common stock, and the vested units were received for no cash consideration upon vesting and completion of a two-year holding period. After this activity, he directly held 49,606 shares of common stock and 1,043 restricted stock units, with additional common stock held indirectly through the company’s 401(k) Plan and Trust reported as of the December 31, 2025 valuation date.

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Insider HAGEBOECK CHARLES R
Role President & CEO
Type Security Shares Price Value
Exercise Restricted Stock Unit 522 $0.00 --
Exercise Common Stock 522 $0.00 --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 1,043 shares (Direct); Common Stock — 49,606 shares (Direct); Common Stock — 2,134.281 shares (Indirect, by 401(k) Plan and Trust)
Footnotes (1)
  1. Shares were received for no consideration upon vesting of the restricted stock units and the satisfaction of a two-year holding period. 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 22, 2024; February 22, 2025; and February 22, 2026. One-third of these restricted stock units are scheduled to vest on each of February 24, 2022; February 24, 2023; and February 24, 2024. 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 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
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*
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)
02/22/2026
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 02/22/2026 M 522 A $0(1) 49,606 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) 02/22/2026 M 522 (4) (4) Common Stock 522 $0 1,043 D
Restricted Stock Unit (3) (5) (5) Common Stock 671 671 D
Restricted Stock Unit (3) (6) (6) Common Stock 1,330 1,330 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 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 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 23, 2023; February 23, 2024; and February 23, 2025.
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 02/23/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CHCO CEO Charles R. Hageboeck report?

Charles R. Hageboeck reported exercising 522 restricted stock units into 522 shares of CITY HOLDING CO common stock. The conversion used transaction code M, indicating an exercise or conversion of a derivative security, and occurred on February 22, 2026, at a stated price of $0.00 per share.

Did the CHCO CEO buy or sell CITY HOLDING CO shares on the open market?

The CHCO CEO did not report any open-market purchases or sales in this filing. Instead, he acquired 522 common shares by exercising restricted stock units at $0.00 per share, reflecting equity compensation vesting rather than discretionary trading activity in CITY HOLDING CO stock.

How many CITY HOLDING CO shares does the CHCO CEO hold after this Form 4?

After the reported transactions, the CHCO CEO directly held 49,606 shares of CITY HOLDING CO common stock. He also directly held 1,043 restricted stock units, each representing the right to receive one share at settlement, plus additional shares indirectly through the company’s 401(k) Plan and Trust.

What do the restricted stock unit transactions mean for CHCO insider ownership?

The restricted stock unit transactions show part of the CEO’s compensation converting into actual CITY HOLDING CO shares. Each unit represents one future share, and vesting with a two-year holding period increases his direct ownership, aligning compensation structure with long-term shareholder value rather than short-term trading.

How are CHCO CEO’s 401(k) Plan shares treated in this Form 4 filing?

Shares held through the CITY HOLDING CO 401(k) Plan and Trust are reported as indirect ownership. The filing notes these shares were acquired under the company’s 401(k) plan in transactions exempt from certain insider rules, with totals stated as of the December 31, 2025, plan valuation date.