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  4. [Form 4] CITY HOLDING CO Insider Trading Activity

CITY HOLDING CO (CHCO) CFO sells 805 shares, keeps over 11,800

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

CITY HOLDING CO executive David L. Bumgarner, EVP & Chief Financial Officer, reported an open-market sale of company stock. On May 20, 2026, he sold 805 shares of common stock at $124.50 per share and held 11,827.146 shares of common stock directly afterward.

He also reports indirect ownership of 115 common shares through an IRA and 3,073.7288 shares through the company’s 401(k) Plan & Trust, with those plan totals stated as of the December 31, 2024 valuation date. In addition, he holds multiple tranches of restricted stock units that each convert into one share of common stock upon settlement, with scheduled vesting dates between February 2025 and February 2029. The 805-share sale represents a relatively small portion of his disclosed equity exposure, which remains primarily in directly held stock and unvested restricted stock units.

Positive

  • None.

Negative

  • None.
Insider BUMGARNER DAVID L
Role EVP & Chief Financial Officer
Sold 805 shs ($100K)
Type Security Shares Price Value
Sale Common Stock 805 $124.50 $100K
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 11,827.146 shares (Direct, null); Restricted Stock Unit — 170 shares (Direct, null); Common Stock — 3,073.729 shares (Indirect, by 401(k) Plan and Trust)
Footnotes (1)
  1. 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. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025. One-third of these restricted stock units are scheduled to vest on each of February 22, 2024; February 22, 2025; and February 22, 2026. One-third of these restricted stock units are scheduled to vest on each of February 23, 2025; February 23, 2026; and February 23, 2027. One-third of these restricted stock units are scheduled to vest on each of March 21, 2026; March 21, 2027; and March 21, 2028 One-third of these restricted stock units are scheduled to vest on each of February 25, 2027; February 25, 2028; and February 25, 2029
Shares sold 805 shares Common stock sold on May 20, 2026
Sale price per share $124.50/share Open-market sale of common stock
Direct holdings after sale 11,827.146 shares Common stock directly owned following transaction
Indirect IRA holdings 115 shares Common stock held indirectly by IRA
Indirect 401(k) holdings 3,073.7288 shares Common stock in 401(k) Plan & Trust as of Dec. 31, 2024
RSU tranche underlying shares 534 shares Restricted stock units, one share per unit at settlement
RSU tranche underlying shares 615 shares Restricted stock units, one share per unit at settlement
Restricted Stock Unit financial
"Each restricted stock unit represents the right to receive, at settlement, one share of common stock."
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
"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)."
Rule 16a8(b) regulatory
"transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2024 plan valuation date."
vesting financial
"One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
settlement financial
"Each restricted stock unit represents the right to receive, at settlement, one share of common stock."
Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
BUMGARNER DAVID L
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/20/2026S805D$124.511,827.146D
Common Stock3,073.7288(1)Iby 401(k) Plan and Trust
Common Stock115Iby 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2) (3) (3)Common Stock170170D
Restricted Stock Unit(2) (4) (4)Common Stock379379D
Restricted Stock Unit(2) (5) (5)Common Stock615615D
Restricted Stock Unit(2) (6) (6)Common Stock524524D
Restricted Stock Unit(2) (7) (7)Common Stock534534D
Explanation of Responses:
1. 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.
2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
3. One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025.
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 23, 2025; February 23, 2026; and February 23, 2027.
6. One-third of these restricted stock units are scheduled to vest on each of March 21, 2026; March 21, 2027; and March 21, 2028
7. 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-fact05/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did CITY HOLDING CO (CHCO) CFO David Bumgarner report in this Form 4?

He reported selling 805 shares of CITY HOLDING CO common stock. The shares were sold in an open-market transaction at $124.50 per share, and he disclosed his remaining direct, indirect, and restricted stock unit holdings afterward.

How many CITY HOLDING CO (CHCO) shares does the CFO hold after the reported sale?

After the sale, he holds 11,827.146 CHCO common shares directly. He also reports 115 shares through an IRA and 3,073.7288 shares through the company’s 401(k) Plan & Trust, plus multiple tranches of unvested restricted stock units.

At what price did the CITY HOLDING CO (CHCO) CFO sell his shares?

He sold 805 CHCO common shares at $124.50 per share. The transaction is identified as an open-market or private sale, with the price per share explicitly disclosed in the filing’s transaction details.

What indirect holdings in CITY HOLDING CO (CHCO) stock does the CFO report?

He reports 115 CHCO common shares held indirectly through an IRA and 3,073.7288 shares through the company’s 401(k) Plan & Trust. The 401(k) share totals are stated as of the December 31, 2024 plan valuation date.

What restricted stock units in CITY HOLDING CO (CHCO) does the CFO have?

He holds several restricted stock unit awards, each representing one CHCO share at settlement. Footnotes state that different tranches are scheduled to vest in equal thirds on dates between February 2023 and February 2029, providing future share delivery if vesting conditions are met.