Director at City Holding (CHCO) receives 265-share stock award at $120.40 value

Rhea-AI Filing Summary

City Holding Company director reports stock award

Director James L. Rossi reported receiving a stock award of 265 shares of City Holding common stock on January 28, 2026. The shares were acquired at a price of $0 as part of an equity grant, and the company valued the award at $120.40 per share, equal to the common stock’s closing market price on that date. Following this grant, Rossi beneficially owns 18,764 shares of City Holding common stock in direct ownership.

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^*

ROSSI JAMES 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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	01/28/2026		A		265	A	$0(1)	18,764	D

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

Explanation of Responses:

1. For purposes of establishing a value of the stock award, the Company has determined that $120.40 per share, or 100% of the fair market value of the Company's closing price of common stock on 1/28/2026, the date of grant of the award, is appropriate.

Remarks:

	Victoria A. Faw, attorney-in-fact	01/29/2026
	** 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 (CHCO) report for James L. Rossi?

City Holding director James L. Rossi reported receiving an equity award of 265 shares of common stock on January 28, 2026. The transaction was coded as an acquisition, increasing his directly owned stake to 18,764 shares after the grant.

Was the City Holding (CHCO) stock award to James L. Rossi a paid purchase?

The stock award to James L. Rossi shows a transaction price of $0 per share, indicating it was a granted equity award rather than a cash purchase. The company used the market closing price only to determine the award’s valuation.

How did City Holding (CHCO) value the director stock award on January 28, 2026?

City Holding valued the stock award at $120.40 per share, equal to 100% of the fair market value of its common stock closing price on January 28, 2026. This valuation was used for establishing the value of the equity grant.

How many City Holding (CHCO) shares does James L. Rossi own after this Form 4?

After the reported stock award, director James L. Rossi beneficially owns 18,764 shares of City Holding common stock. The filing indicates these shares are held in direct ownership, reflecting his updated stake following the 265-share grant.

What does transaction code "A" mean in the City Holding (CHCO) Form 4 filing?

In the Form 4, transaction code "A" signifies an acquisition of securities, typically through a grant or award. For City Holding, it indicates that James L. Rossi received 265 shares of common stock as a stock award on January 28, 2026.