CITY HOLDING CO (CHCO) EVP converts 170 RSUs into common stock

Rhea-AI Filing Summary

CITY HOLDING CO executive Michael T. Quinlan Jr., EVP, Retail Banking, reported stock-based compensation activity. On February 23, 2026, he exercised 170 Restricted Stock Units into 170 shares of common stock at $0.0000 per share through a derivative exercise/conversion.

Footnotes state the shares were received for no cash consideration upon vesting of restricted stock units after a two-year holding period, and that each unit represents one share of common stock at settlement. Following these transactions, his directly held common stock increased to 2,202 shares.

The filing also shows various outstanding restricted stock unit balances with different vesting schedules and 2,373.7121 shares of common stock held indirectly through the Company’s 401(k) Plan & Trust as of the December 31, 2024 plan valuation date.

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^*

Quinlan Michael T Jr

(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, Retail Banking

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		170	A	$0(1)	2,202	D
Common Stock								2,373.7121(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			170	(4)	(4)	Common Stock	170	$0	170	D
Restricted Stock Unit	$0(3)							(5)	(5)	Common Stock	145		145	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	403		403	D
Restricted Stock Unit	(3)							(7)	(7)	Common Stock	696		696	D
Restricted Stock Unit	(3)							(8)	(8)	Common Stock	599		599	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. 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 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	02/24/2026
	** 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 transaction did CHCO executive Michael T. Quinlan Jr. report?

Michael T. Quinlan Jr. reported exercising 170 Restricted Stock Units into 170 CITY HOLDING CO common shares. The derivative exercise occurred on February 23, 2026 at a stated price of $0.0000 per share, reflecting stock-based compensation vesting rather than an open-market purchase.

How many CHCO common shares does Michael T. Quinlan Jr. hold directly after this Form 4?

After the reported transactions, Michael T. Quinlan Jr. directly holds 2,202 shares of CITY HOLDING CO common stock. This total reflects the addition of 170 shares received upon the exercise and vesting of restricted stock units on February 23, 2026, at no cash consideration.

What do the Restricted Stock Units in the CHCO Form 4 represent?

Each CITY HOLDING CO Restricted Stock Unit represents the right to receive one share of common stock at settlement. Footnotes explain that shares were delivered for no cash consideration upon vesting and completion of a two-year holding period, highlighting their nature as equity compensation rather than cash-funded purchases.

What indirect CHCO share ownership is disclosed for Michael T. Quinlan Jr.?

The filing reports 2,373.7121 CITY HOLDING CO common shares held indirectly through the Company’s 401(k) Plan & Trust. These shares were acquired under plan transactions exempt from Section 16(b), with share totals reported as of the December 31, 2024 plan valuation date for disclosure purposes.

Are there future vesting schedules for CHCO Restricted Stock Units in this filing?

Yes. The Form 4 footnotes detail multiple Restricted Stock Unit grants where one-third of each grant is scheduled to vest on specified dates in 2024, 2025, 2026, 2027, and 2028, outlining a staggered vesting schedule that spreads equity compensation for Michael T. Quinlan Jr. over several years.