City Holding CEO sells 375 common shares

City Holding Co President & CEO Charles R. Hageboeck reported insider activity involving company stock and equity awards.

Rhea-AI Filing Summary

City Holding Co President & CEO Charles R. Hageboeck reported insider activity involving company stock and equity awards. The filing shows an open-market sale of 375 shares of Common Stock at $125.0021 per share on April 27, 2026, leaving him with 56,196 Common shares held directly.

He also reports 2,134.2807 Common shares held indirectly through the company’s 401(k) Plan & Trust as of the December 31, 2025 plan valuation date. In addition, multiple blocks of restricted stock units tied to Common Stock remain outstanding, each scheduled to vest in one-third installments on specified dates from 2023 through 2029.

Insider Trade Summary

Net Seller: 375 shares

Net Sell 7 txns

Insider HAGEBOECK CHARLES R

Role President & CEO

Sold 375 shs ($47K)

Type	Security	Shares	Price	Value
Sale	Common Stock	375	$125.0021	$47K
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 56,196 shares (Direct); Restricted Stock Unit — 6,047 contracts (Direct); Common Stock — 2,134.2807 shares (Indirect, by 401(k) Plan and Trust)

Footnotes (8)

1. F1. Shares were received for no consideration upon satisfaction of performance criteria underlying the award of performance share units.
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 12/31/2025 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. One-third of these restricted stock units are scheduled to vest on each of February 22, 2024; February 22, 2025; and February 22, 2026.
6. F6. One-third of these restricted stock units are scheduled to vest on each of February 23, 2025; February 23, 2026; and February 23, 2027.
7. F7. One-third of these restricted stock units are scheduled to vest on each of March 21, 2026; March 21, 2027; and March 21, 2028
8. F8. One-third of these restricted stock units are scheduled to vest on each of February 25, 2027; February 25, 2028; and February 25, 2029

Key Figures

Shares sold: 375 shares Sale price per share: $125.0021 per share Direct holdings after sale: 56,196 shares +4 more

7 metrics

Shares sold 375 shares Open-market sale on April 27, 2026

Sale price per share $125.0021 per share Common Stock transaction on April 27, 2026

Direct holdings after sale 56,196 shares Common Stock directly owned following transaction

Indirect 401(k) holdings 2,134.2807 shares Common Stock via 401(k) Plan & Trust as of Dec. 31, 2025

RSU block underlying shares 1,365 shares Restricted stock units tied to Common Stock, direct ownership

RSU block underlying shares 1,347 shares Restricted stock units tied to Common Stock, direct ownership

RSU block underlying shares 1,627 shares Restricted stock units tied to Common Stock, direct ownership

Key Terms

Restricted Stock Unit, 401(k) Plan & Trust, performance share units

3 terms

Restricted Stock Unit financial

"The filing lists several blocks of restricted stock units, each representing the right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

401(k) Plan & Trust financial

"held indirectly through the company’s 401(k) Plan & Trust as of the December 31, 2025 plan valuation date"

performance share units financial

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

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

FAQ

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

What insider transaction did CHCO CEO Charles Hageboeck report?

Charles R. Hageboeck reported an open-market sale of 375 shares of City Holding Co Common Stock. The shares were sold at $125.0021 per share on April 27, 2026, as part of his directly held position in the company.

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

After the reported sale, Charles R. Hageboeck directly holds 56,196 shares of City Holding Co Common Stock. This figure reflects his direct ownership position immediately following the 375-share open-market sale disclosed in the Form 4 filing.

What indirect CHCO holdings does the CEO report in the 401(k) Plan & Trust?

The CEO reports 2,134.2807 City Holding Co Common shares held indirectly through the company’s 401(k) Plan & Trust. These shares include amounts acquired under the plan during the fiscal year and are stated as of the December 31, 2025 plan valuation date.

What restricted stock units tied to CHCO stock does the CEO hold?

The filing lists several blocks of restricted stock units, each representing the right to receive one share of City Holding Co Common Stock at settlement. These units vest in one-third installments on specific dates from 2023 through 2029, subject to their respective schedules.

How were some CHCO shares originally received by the CEO?

A footnote explains that certain shares were received for no consideration when performance criteria under performance share unit awards were satisfied. This means the CEO obtained those City Holding Co shares as equity-based compensation tied to meeting preset performance goals.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/28/2026 - 11:44 AM 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
Estimated average burden
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^*

HAGEBOECK CHARLES R

(Last) (First) (Middle)

25 GATEWATER ROAD

(Street)

CROSS LANES WEST VIRGINIA 25313

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/27/2026		S		375	D	$125.0021(1)	56,196	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)							(4)	(4)	Common Stock	665		665	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	1,043		1,043	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	1,627		1,627	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	1,347		1,347	D
Restricted Stock Unit	(3)							(8)	(8)	Common Stock	1,365		1,365	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 12/31/2025 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 23, 2023; February 23, 2024; and February 23, 2025.

5. One-third of these restricted stock units are scheduled to vest on each of February 22, 2024; February 22, 2025; and February 22, 2026.

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

7. One-third of these restricted stock units are scheduled to vest on each of March 21, 2026; March 21, 2027; and March 21, 2028

8. One-third of these restricted stock units are scheduled to vest on each of February 25, 2027; February 25, 2028; and February 25, 2029

Remarks:

	Victoria A. Faw, attorney-in-fact	04/28/2026
	** 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.
* Form 4: SEC 1474 (03-26)