City Holding (CHCO) CFO exercises 190 RSU shares and updates holdings

Rhea-AI Filing Summary

City Holding Company EVP & CFO David L. Bumgarner reported an equity award exercise and updated share holdings. He exercised restricted stock units into 190 shares of common stock through a derivative conversion at a price of $0.00 per share, bringing his directly held common stock to 10,648.146 shares.

He also reported indirect ownership of 3,073.7288 common shares through the company’s 401(k) Plan and Trust and 115 shares through an IRA, plus multiple blocks of restricted stock units that vest in scheduled one-third installments over future 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

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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)
02/22/2026

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	02/22/2026		M		190	A	$0(1)	10,648.146	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)	02/22/2026		M			190	(4)	(4)	Common Stock	190	$0	379	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	169		169	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	340		340	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 vesting of the restricted stock units and the satisfaction of a two-year holding period.

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 22, 2024; February 22, 2025; and February 22, 2026.

5. One-third of these restricted stock units are scheduled to vest on each of February 24, 2022; February 24, 2023; and February 24, 2024.

6. One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025.

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	02/23/2026
	** 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 insider activity did CHCO CFO David L. Bumgarner report?

David L. Bumgarner reported exercising restricted stock units into 190 shares of City Holding common stock at $0.00 per share. The Form 4 also updates his direct and indirect share ownership, including 401(k) and IRA holdings, plus various unvested restricted stock unit awards.

How many CHCO shares does the CFO now hold directly after this Form 4?

After the reported transactions, the CFO holds 10,648.146 City Holding common shares directly. This figure reflects shares received from exercising restricted stock units and represents his personal direct ownership, separate from retirement accounts and restricted stock unit positions disclosed in the filing.

What indirect CHCO share ownership did the CFO report in this filing?

The CFO reported indirect ownership of 3,073.7288 common shares through the company’s 401(k) Plan and Trust and 115 shares through an IRA. These amounts reflect retirement-related holdings, distinct from his directly held common stock and his outstanding restricted stock unit awards.

How were the 190 CHCO shares from restricted stock units received?

The 190 City Holding shares were received at no cash cost upon vesting and satisfaction of a two-year holding period on restricted stock units. A footnote explains these units convert into common stock on settlement, generating shares without an open-market purchase transaction.

What do the vesting schedules for CHCO restricted stock units show?

The filing shows several restricted stock unit grants vesting in one-third installments on specified February and March dates from 2022 through 2028. Each unit represents a right to receive one share of common stock upon settlement, subject to the stated vesting schedule conditions.

Did the CHCO CFO sell any shares in this Form 4?

The Form 4 does not report any share sales by the CFO. It shows the exercise of restricted stock units into common shares and updated direct and indirect ownership totals, but no disposition transactions coded as sales or other forms of share transfers.