City Holding (NASDAQ: CHCO) EVP converts 145 RSUs into common shares at no cost

Rhea-AI Filing Summary

CITY HOLDING CO executive Michael T. Quinlan Jr., EVP of Retail Banking, exercised 145 restricted stock units into 145 shares of common stock at no cost on February 24, 2026. These shares were received upon vesting and completion of a two-year holding period. After the transaction he directly holds 2,347 common shares and also has 2,373.7121 shares held indirectly through the Company’s 401(k) Plan & Trust as of the December 31, 2024 valuation date. He also retains additional restricted stock units scheduled to vest in tranches through 2028.

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^*

Quinlan Michael T Jr

(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, Retail Banking

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		145	A	$0(1)	2,347	D
Common Stock								2,373.7121(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	$0(3)	02/24/2026		M			145	(4)	(4)	Common Stock	145	$0	0	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	170		170	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	403		403	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	696		696	D
Restricted Stock Unit	(3)							(8)	(8)	Common Stock	599		599	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 12/31/2024 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 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).
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 CITY HOLDING CO (CHCO) report for Michael T. Quinlan Jr?

CITY HOLDING CO reported that EVP of Retail Banking Michael T. Quinlan Jr exercised 145 restricted stock units into 145 common shares on February 24, 2026. The units converted at no cost upon vesting and completion of a two-year holding period.

How many CITY HOLDING CO (CHCO) shares does Michael T. Quinlan Jr now hold directly and indirectly?

After the reported transactions, Michael T. Quinlan Jr directly owns 2,347 common shares. He also has 2,373.7121 shares held indirectly through the Company’s 401(k) Plan & Trust, reported as of the December 31, 2024 plan valuation date.

Were Michael T. Quinlan Jr’s CHCO shares purchased on the open market?

The 145 CITY HOLDING CO shares were not open-market purchases. They were received for no consideration when restricted stock units vested and a two-year holding period was satisfied, effectively converting equity awards into common stock at zero cost.

What type of equity awards does Michael T. Quinlan Jr hold at CITY HOLDING CO (CHCO)?

Michael T. Quinlan Jr holds restricted stock units that each convert into one share of common stock at settlement. Footnotes state multiple RSU grants vest in equal installments on specified dates between February 2025 and March 2028.

What does the Form 4 reveal about CHCO shares in the 401(k) Plan & Trust?

The Form 4 notes that Quinlan’s indirect holdings include 2,373.7121 CHCO shares in the Company’s 401(k) Plan & Trust. These shares were acquired during the fiscal year in transactions exempt from Section 16(b), with totals reported as of December 31, 2024.

How do the restricted stock units convert into CITY HOLDING CO (CHCO) common stock?

Each restricted stock unit represents the right to receive one CHCO common share at settlement. Once vesting and any required holding period are satisfied, units convert into common stock, as seen with the 145 units exercised on February 24, 2026.