City Holding (NASDAQ: CHCO) CEO gains 671 shares via RSUs

Rhea-AI Filing Summary

City Holding Co President & CEO Charles R. Hageboeck reported an equity award transaction involving restricted stock units. On February 24, 2026, he exercised 671 restricted stock units, which converted into 671 shares of common stock at a stated price of $0.00 per share, received for no cash consideration upon vesting and completion of a two-year holding period.

Following this transaction, his directly held common stock position reported in this filing was 50,942 shares, and he also had indirect ownership of 2,134.2807 shares of common stock held by the Company’s 401(k) Plan & Trust, with those plan share totals reported as of the December 31, 2025 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)
02/24/2026

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	02/24/2026		M		671	A	$0(1)	50,942	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)	02/24/2026		M			671	(4)	(4)	Common Stock	671	$0	0	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	665		665	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 24, 2022; February 24, 2023; and February 24, 2024.

5. One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025.

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	02/25/2026
	** 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 insider transaction did CHCO CEO Charles R. Hageboeck report?

Charles R. Hageboeck reported exercising 671 restricted stock units, converting them into 671 shares of City Holding Co common stock at a stated price of $0.00 per share. The shares were received upon vesting and completion of a two-year holding period.

How many CHCO common shares does the CEO hold directly after this Form 4?

After the reported transaction, Charles R. Hageboeck directly held 50,942 shares of City Holding Co common stock. This figure reflects his direct ownership position reported in the Form 4 following the exercise and settlement of 671 restricted stock units.

Were the CHCO shares from the RSU exercise purchased for cash?

No, the 671 City Holding Co shares were received for no cash consideration. They were delivered upon vesting of restricted stock units and satisfaction of a two-year holding period, consistent with the company’s equity compensation arrangements described in the filing.

What does each CHCO restricted stock unit represent for the CEO?

Each restricted stock unit reported for Charles R. Hageboeck represents the right to receive one share of City Holding Co common stock at settlement. As units vest over scheduled dates, they convert into an equivalent number of common shares for the executive.

What indirect CHCO share holdings does the CEO report in this filing?

The filing shows 2,134.2807 City Holding Co common shares held indirectly for Charles R. Hageboeck by the Company’s 401(k) Plan & Trust. These plan-related shares are reported as of the December 31, 2025 valuation date referenced in the footnotes.

How are CHCO restricted stock units scheduled to vest over time?

Footnotes describe multiple CHCO restricted stock unit grants vesting in one-third installments on specified dates in February and March across 2022 to 2028. As each tranche vests, the executive becomes entitled to receive common shares for those vested units.