City Holding (NASDAQ: CHCO) CFO gains 169 shares via RSUs

Rhea-AI Filing Summary

CITY HOLDING CO EVP & Chief Financial Officer David L. Bumgarner acquired common stock through equity awards. On February 24, 2026, he exercised or converted 169 shares of Restricted Stock Units into 169 shares of Common Stock at $0.00 per share, receiving the shares for no cash consideration upon vesting and completion of a two-year holding period.

Following this transaction, Bumgarner directly held 10,987.146 shares of Common Stock. He also had indirect ownership of Common Stock through a 401(k) Plan and Trust and an IRA, including shares acquired under the company’s 401(k) plan reported as of the December 31, 2024 plan valuation date. The filing also reports several outstanding Restricted Stock Unit awards, each scheduled to vest in equal one-third installments on specified dates between February 2022 and March 2028, with each unit convertible into one share of Common Stock at settlement.

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)
02/24/2026

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	02/24/2026		M		169	A	$0(1)	10,987.146	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)	02/24/2026		M			169	(4)	(4)	Common Stock	169	$0	0	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	170		170	D
Restricted Stock Unit	(3)							(6)	(6)	Common Stock	379		379	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 24, 2022; February 24, 2023; and February 24, 2024.

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

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	02/25/2026
	** 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 CFO David L. Bumgarner report?

David L. Bumgarner, EVP & Chief Financial Officer of CITY HOLDING CO, reported exercising 169 Restricted Stock Units into 169 shares of Common Stock at $0.00 per share. The shares were received upon vesting and completion of a two-year holding period, with no cash consideration paid.

How many CITY HOLDING CO common shares does the CHCO CFO hold after this Form 4?

After the reported transaction, David L. Bumgarner directly held 10,987.146 shares of CITY HOLDING CO Common Stock. In addition, he had indirect ownership through a 401(k) Plan and Trust and an IRA, as reflected in the filing’s reported post-transaction holdings and related footnote disclosures.

How were the 169 CITY HOLDING CO shares acquired by the CHCO CFO?

The 169 CITY HOLDING CO shares were acquired via exercise or conversion of Restricted Stock Units at $0.00 per share. A footnote explains the shares were received for no consideration upon the RSUs’ vesting and satisfaction of a two-year holding period requirement under the company’s equity program.

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

Each Restricted Stock Unit reported in the filing represents the right to receive one share of CITY HOLDING CO Common Stock at settlement. The RSU awards vest in one-third installments on specific dates from February 2022 through March 2028, according to schedules detailed in the footnote disclosures.

What indirect CITY HOLDING CO holdings does the CHCO CFO report?

The filing shows indirect ownership of CITY HOLDING CO Common Stock by David L. Bumgarner through a 401(k) Plan and Trust and an IRA. A footnote states 401(k) plan shares include those acquired during the fiscal year, reported as of the December 31, 2024 valuation date.

Are the CITY HOLDING CO RSUs held by the CHCO CFO fully vested?

Not all Restricted Stock Units are fully vested. Footnotes describe multiple RSU grants that vest in equal one-third installments on various dates between February 2022 and March 2028. The schedules indicate continuing vesting over several years, tied to specific calendar dates for each grant.