City Holding (NASDAQ: CHCO) EVP awarded RSUs and exercises into 1,465 shares

Rhea-AI Filing Summary

CITY HOLDING CO executive Jeffrey Dale Legge reported new equity awards and an option exercise. On February 25, 2026, he acquired 348 restricted stock units for no cash consideration, received upon satisfaction of performance criteria. Each unit represents one share of common stock and is scheduled to vest in three equal installments on February 25, 2027, 2028, and 2029.

On the same date, he exercised derivative securities into 1,465 shares of common stock, bringing his directly held common stock to 8,965 shares. Additional holdings include stock options and multiple prior restricted stock unit awards with staggered vesting dates, plus 8,817.9367 common shares held indirectly through the company’s 401(k) Plan & Trust as of the December 31, 2024 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^*

LEGGE JEFFREY DALE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CAO & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		M		1,465	A	$0(1)	8,965	D
Common Stock								8,817.9367(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)	02/25/2026		A		348		(4)	(4)	Common Stock	348	$0	348	D
Stock Option to Buy	$66.32							(5)	02/21/2027	Common Stock	512(5)		512	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	164		164	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	272		272	D
Restricted Stock Unit	(3)							(8)	(8)	Common Stock	419		419	D
Restricted Stock Unit	(3)							(9)	(9)	Common Stock	346		346	D

Explanation of Responses:

1. Shares were received for no consideration upon satisfaction of performance criteria underlying the award of performance share units.

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 12/31/2024 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 25, 2027; February 25, 2028; and February 25, 2029

5. Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 512 shares on each of 2/22/2020, 2/22/2021 and 2/22/2022.

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 22, 2024; February 22, 2025; and February 22, 2026.

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

9. 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	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CHCO executive Jeffrey Dale Legge report?

Jeffrey Dale Legge reported acquiring 348 restricted stock units and exercising derivatives into 1,465 common shares. These moves increased his direct common stock holdings to 8,965 shares, alongside existing stock options, prior RSU awards, and indirect holdings through the company’s 401(k) Plan & Trust.

How many restricted stock units did CHCO’s EVP, CAO & CIO receive?

He received 348 restricted stock units for no cash consideration after meeting performance criteria. Each unit converts into one common share at settlement, with one-third scheduled to vest on February 25, 2027, another third on February 25, 2028, and the final third on February 25, 2029.

What did the CHCO Form 4 disclose about stock option activity?

The Form 4 shows an exercise or conversion of derivative securities into 1,465 shares of common stock. After this transaction, Jeffrey Dale Legge directly held 8,965 common shares, in addition to stock options that vest based on time and performance conditions under the 2013 Incentive Plan.

How much CHCO common stock does Jeffrey Dale Legge hold directly and indirectly?

After the reported transactions, he directly held 8,965 common shares. Indirectly, 8,817.9367 shares were held through the company’s 401(k) Plan & Trust, with those plan holdings reported as of the December 31, 2024 valuation date in the filing footnotes.

How do CHCO restricted stock units reported on the Form 4 vest over time?

The 348 new restricted stock units vest in three equal tranches on February 25, 2027, 2028, and 2029. Footnotes also describe earlier RSU grants vesting in thirds on various February and March dates from 2023 through 2028, creating a staggered vesting schedule.

What does the CHCO Form 4 say about 401(k) plan share acquisitions?

The filing notes that the indirect 8,817.9367 shares reflect acquisitions through the company’s 401(k) Plan & Trust during the fiscal year. These plan transactions were exempt from Section 16(b) under old Rule 16a‑8(b), and totals are reported as of the December 31, 2024 plan valuation date.