STOCK TITAN

CITY Holding (CHCO) CEO sells 1,858 shares, retains 48,483 plus RSUs

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

Rhea-AI Filing Summary

CITY HOLDING CO President & CEO Charles R. Hageboeck reported an open‑market sale of 1,858 shares of common stock on May 29, 2026 at $124.40 per share. After this sale, he directly owns 48,483 common shares, and indirectly holds 2,134.2807 shares through the company’s 401(k) Plan & Trust as of the December 31, 2025 plan valuation date. He also continues to hold multiple restricted stock unit awards, each convertible into common stock, with tranches scheduled to vest annually in equal installments from 2023 through 2029.

Positive

  • None.

Negative

  • None.

Insights

CEO executes modest open‑market sale while retaining substantial stock and RSU exposure.

President & CEO Charles R. Hageboeck sold 1,858 shares of CITY HOLDING CO common stock at $124.40 per share in an open‑market transaction on May 29, 2026. Following the sale, he continues to hold 48,483 shares directly.

He also maintains indirect ownership of 2,134.2807 shares through the company’s 401(k) Plan & Trust as of the December 31, 2025 valuation date, plus several restricted stock unit grants. These RSUs cover underlying common stock and vest in equal annual installments from 2023 through 2029.

The filing shows continuing equity alignment via remaining shares and RSUs, while the open‑market sale represents only a portion of his visible holdings. The overall picture appears consistent with routine portfolio and compensation management based on the disclosed figures.

Insider HAGEBOECK CHARLES R
Role President & CEO
Sold 1,858 shs ($231K)
Type Security Shares Price Value
Sale Common Stock 1,858 $124.40 $231K
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 48,483 shares (Direct, null); Restricted Stock Unit — 665 shares (Direct, null); Common Stock — 2,134.281 shares (Indirect, by 401(k) Plan and Trust)
Footnotes (1)
  1. 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 12/31/2025 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 1,858 shares Open‑market sale of common stock on May 29, 2026
Sale price $124.40 per share Price for CEO’s common stock sale on May 29, 2026
Direct holdings after sale 48,483 shares Common stock directly owned by CEO following transaction
Indirect 401(k) holdings 2,134.2807 shares Shares held via 401(k) Plan & Trust as of Dec. 31, 2025
RSU grant underlying shares 1,365 shares One restricted stock unit award convertible into common stock
Additional RSU grant underlying shares 1,347 shares Another restricted stock unit award convertible into common stock
Further RSU grant underlying shares 1,627 shares Restricted stock unit award with equal annual vesting
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 shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b..."
Rule 16a8(b) regulatory
"transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2025 plan valuation date."
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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*
HAGEBOECK CHARLES R

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
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 Stock05/29/2026S1,858D$124.448,483D
Common Stock2,134.2807(1)Iby 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2) (3) (3)Common Stock665665D
Restricted Stock Unit(2) (4) (4)Common Stock1,0431,043D
Restricted Stock Unit(2) (5) (5)Common Stock1,6271,627D
Restricted Stock Unit(2) (6) (6)Common Stock1,3471,347D
Restricted Stock Unit(2) (7) (7)Common Stock1,3651,365D
Explanation of Responses:
1. 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 12/31/2025 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-fact06/01/2026
** 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)

FAQ

What insider transaction did CITY HOLDING CO (CHCO) report for Charles R. Hageboeck?

CITY HOLDING CO reported that President & CEO Charles R. Hageboeck sold 1,858 shares of common stock in an open‑market transaction. The sale occurred on May 29, 2026 at a reported price of $124.40 per share, according to the Form 4 data.

How many CITY HOLDING CO (CHCO) shares does the CEO hold after this Form 4 sale?

After the May 29, 2026 sale, CEO Charles R. Hageboeck directly holds 48,483 shares of CITY HOLDING CO common stock. He also has indirect ownership of 2,134.2807 additional shares through the company’s 401(k) Plan & Trust, based on the December 31, 2025 valuation.

What price did CITY HOLDING CO’s CEO receive per share in the latest CHCO stock sale?

The Form 4 shows CEO Charles R. Hageboeck sold 1,858 CITY HOLDING CO common shares at $124.40 per share. This transaction is classified as an open‑market or private sale under code S, indicating a standard disposition of non‑derivative shares.

What restricted stock units does the CITY HOLDING CO (CHCO) CEO still hold?

The filing lists several restricted stock unit awards for the CEO, each representing the right to receive one CHCO common share at settlement. Underlying share amounts include 1,365, 1,347, 1,627, 1,043 and 665 shares, vesting in equal annual installments through 2029.

How are the CEO’s CITY HOLDING CO 401(k) shares reported in this Form 4?

The Form 4 reports 2,134.2807 CHCO shares held indirectly by the CEO through the company’s 401(k) Plan & Trust. Footnotes state these shares were acquired under the plan and totals are reported as of the December 31, 2025 plan valuation date.

Do the CITY HOLDING CO (CHCO) restricted stock units convert into common stock?

Yes. Each restricted stock unit held by the CEO represents the right to receive one share of CITY HOLDING CO common stock at settlement. Footnotes indicate these RSUs vest in three equal annual installments on specified dates between 2023 and 2029.