City Holding (CHCO) CFO reports new RSU grant and share exercise

Rhea-AI Filing Summary

CITY HOLDING CO executive vice president and chief financial officer David L. Bumgarner reported equity awards and related share activity. On February 25, 2026 he acquired 534 restricted stock units in a grant recorded at a price of $0 per unit, and exercised derivative awards into 2,047 shares of common stock, also at $0 per share. After these direct transactions, his reported direct common stock holdings were 13,034.146 shares. Each restricted stock unit represents the right to receive one share of common stock at settlement, with several grants scheduled to vest in roughly equal installments on specified dates between February 2027 and February 2029.

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^*

BUMGARNER DAVID L

(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 & Chief Financial Officer

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		2,047	A	$0(1)	13,034.146	D
Common Stock								3,073.7288(2)	I	by 401(k) Plan and Trust
Common Stock								115	I	by IRA

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		534		(4)	(4)	Common Stock	534	$0	534	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	170		170	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	379		379	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	615		615	D
Restricted Stock Unit	(3)							(8)	(8)	Common Stock	524		524	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 share 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. 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	02/26/2026
	** 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 did CHCO executive David Bumgarner report in this Form 4 filing?

David L. Bumgarner reported equity awards and related share activity. He received 534 restricted stock units and exercised derivative awards into 2,047 shares of common stock, both at a stated price of $0 per share, increasing his direct ownership stake.

How many restricted stock units did CHCO’s CFO acquire in the latest grant?

He acquired 534 restricted stock units. Each unit represents the right to receive one share of CITY HOLDING CO common stock at settlement, providing additional equity-based compensation tied directly to the company’s share price over future vesting periods.

What common stock transaction did CHCO’s CFO report on February 25, 2026?

He reported exercising derivative securities into 2,047 shares of common stock at a recorded price of $0 per share. This transaction reflects a conversion of prior awards rather than an open-market purchase, increasing his directly held common shares.

What is David Bumgarner’s reported direct common stock holding after these CHCO transactions?

After the reported transactions, his direct common stock holding was 13,034.146 shares. This figure reflects shares held directly in his name and does not include indirect holdings through plans such as a 401(k) plan or an individual retirement account.

How do CHCO restricted stock units held by the CFO convert into common shares?

Each restricted stock unit represents the right to receive one share of common stock at settlement. Various grants are scheduled to vest in one-third installments on future dates, turning vested units into common shares as long as the applicable conditions are satisfied.

What indirect CHCO share holdings are associated with David Bumgarner?

He reports indirect ownership of common stock through a 401(k) Plan and Trust and through an IRA. The 401(k) total is based on shares acquired during the fiscal year and reported as of the December 31, 2024 valuation date for that plan.