CHCO executive acquires 164 shares via RSU vesting

CITY HOLDING CO executive Jeffrey Dale Legge, EVP, CAO & CIO, reported the vesting and exercise of 164 restricted stock units into 164 shares of common stock on February 23, 2026, received for no cash consideration after a required holding period.

Rhea-AI Filing Summary

CITY HOLDING CO executive Jeffrey Dale Legge, EVP, CAO & CIO, reported the vesting and exercise of 164 restricted stock units into 164 shares of common stock on February 23, 2026, received for no cash consideration after a required holding period. Following these transactions, he directly owned 7,337 common shares, plus an indirect 8,817.9367 shares held through the company’s 401(k) Plan and Trust as of the December 31, 2024 valuation date.

Insider Trade Summary

164 shares exercised/converted

Exercise 8 txns

Insider LEGGE JEFFREY DALE

Role EVP, CAO & CIO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	164	$0.00	$0.00
Exercise	Common Stock	164	$0.00	$0.00
holding	Stock Option to Buy	--	--	--
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 — 1,364 contracts for 1,200 underlying shares (Direct); Common Stock — 7,337 shares (Direct); Stock Option to Buy — 512 contracts (Direct); Common Stock — 8,817.9367 shares (Indirect, by 401(k) Plan and Trust)

Footnotes (9)

1. F1. Shares were received for no consideration upon vesting of the restricted stock units and the satisfaction of a two-year holding period.
2. F2. 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. F3. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
4. F4. One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025.
5. F5. 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. F6. One-third of these restricted stock units are scheduled to vest on each of February 24, 2022; February 24, 2023; and February 24, 2024.
7. F7. 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. F8. 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. F9. One-third of these restricted stock units are scheduled to vest on each of March 21, 2026; March 21, 2027; and March 21, 2028

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CHCO executive Jeffrey Legge report on this Form 4?

Jeffrey Legge reported the vesting and exercise of 164 restricted stock units into 164 shares of CITY HOLDING CO common stock. The shares were received for no cash consideration after satisfying a two-year holding requirement tied to the equity award.

Did Jeffrey Legge buy or sell CITY HOLDING CO (CHCO) shares in the market?

The filing shows no open-market buying or selling by Jeffrey Legge. Instead, 164 shares of CHCO common stock were acquired through the exercise and vesting of restricted stock units, received for no cash consideration per the award’s terms.

How many CITY HOLDING CO (CHCO) shares does Jeffrey Legge own directly after this filing?

After these transactions, Jeffrey Legge directly owned 7,337 shares of CITY HOLDING CO common stock. This total reflects the added 164 shares received from restricted stock units vesting and being settled into common stock on February 23, 2026.

What indirect CITY HOLDING CO (CHCO) holdings does Jeffrey Legge report through the 401(k) plan?

Jeffrey Legge reports 8,817.9367 CHCO shares held indirectly through the company’s 401(k) Plan and Trust. The filing notes these shares include plan acquisitions during the fiscal year and are stated as of the December 31, 2024 plan valuation date.

Were the CHCO restricted stock units received by Jeffrey Legge subject to vesting schedules?

Yes. Footnotes describe multiple restricted stock unit grants with one-third of each grant scheduled to vest annually on specific February or March dates. Upon vesting and any holding period, each restricted stock unit converts into one share of CHCO common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/24/2026 - 12:40 PM Learn about SEC filing dates

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
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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^*

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)
02/23/2026

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	02/23/2026		M		164	A	$0(1)	7,337	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)	02/23/2026		M			164	(4)	(4)	Common Stock	164	$0	164	D
Stock Option to Buy	$66.32							(5)	02/21/2027	Common Stock	512(5)		512	D
Restricted Stock Unit	$0(3)							(6)	(6)	Common Stock	163		163	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 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 23, 2023; February 23, 2024; and February 23, 2025.

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 24, 2022; February 24, 2023; and February 24, 2024.

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	02/24/2026
	** 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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