City Holding (NASDAQ: CHCO) EVP gains 202 shares from RSU vesting

Rhea-AI Filing Summary

CITY HOLDING CO EVP Michael T. Quinlan Jr. exercised restricted stock units on February 22, 2026, converting 202 restricted stock units into 202 shares of common stock at no cost upon vesting and completion of a two-year holding period. After these transactions, he directly holds 403 restricted stock units and 2,032 shares of common stock, with an additional 2,373.7121 shares held indirectly through the company’s 401(k) Plan and 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)
02/22/2026

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		202	A	$0(1)	2,032	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)	02/22/2026		M			202	(4)	(4)	Common Stock	202	$0	403	D
Restricted Stock Unit	$0(3)							(5)	(5)	Common Stock	145		145	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	340		340	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 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).
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 CO (CHCO) report for Michael T. Quinlan Jr.?

CITY HOLDING CO reported that EVP Michael T. Quinlan Jr. exercised 202 restricted stock units into 202 common shares on February 22, 2026. The shares were received for no consideration upon vesting and completion of a required two-year holding period.

How many CITY HOLDING CO (CHCO) shares does Michael T. Quinlan Jr. own after this Form 4?

After the reported transactions, Michael T. Quinlan Jr. directly owns 2,032 shares of CITY HOLDING CO common stock and 403 restricted stock units. He also has an indirect holding of 2,373.7121 shares through the company’s 401(k) Plan and Trust as of December 31, 2024.

What happened to the restricted stock units in the CHCO Form 4 filing?

In the CHCO filing, 202 restricted stock units vested and were converted into 202 shares of common stock at no cost. Each restricted stock unit represents the right to receive one common share upon settlement, according to the disclosed footnotes.

Were the CITY HOLDING CO (CHCO) shares in this Form 4 purchased on the open market?

The CHCO shares were not purchased on the open market. They were received for no consideration when restricted stock units vested and a two-year holding period was satisfied, reflecting an equity award settlement rather than a cash purchase transaction.

How are Michael T. Quinlan Jr.’s indirect CHCO holdings structured?

His indirect CITY HOLDING CO holdings consist of 2,373.7121 common shares held by the company’s 401(k) Plan and Trust. These shares include amounts acquired during the fiscal year in transactions exempt from Section 16(b), with totals reported as of December 31, 2024.

What do the vesting schedules mean for CHCO restricted stock units in this filing?

The filing explains that certain restricted stock unit grants vest in one-third installments on specified February or March dates across multiple years. This structure spreads equity compensation over time, with each vested unit converting into one share of CITY HOLDING CO common stock at settlement.