BUMGARNER DAVID L 4

What Happened

• David L. Bumgarner, Chief Financial Officer of City Holding Co. (CHCO), acquired 2,047 shares through an exercise/conversion of a derivative and received 534 shares as a performance-based award. Both transactions show a price of $0.00 (no cash paid).

Key Details

• Transaction date: February 25, 2026.
• Transactions reported: 2,047 shares (exercise/conversion of derivative, code M) and 534 shares (grant/award, code A — derivative); both acquired at $0.00.
• Footnote F1: the 534 shares were received for no consideration upon satisfaction of the performance criteria underlying the performance share units.
• Footnote F3 (and others): restricted stock units represent the right to receive one share at settlement; several additional footnotes list vesting schedules for prior RSU awards (F4–F8). F2 notes prior 401(k) plan share reporting.
• Shares owned after the reported transactions were not specified in the information provided.
• Filing: Report filed Feb 26, 2026 for transactions on Feb 25, 2026 (appears timely; no late filing indicated).

Context

• These acquisitions appear to be compensation-related (performance-share settlement and conversion/settlement of derivative awards), not open-market purchases. Awards settled for no cash are common as part of executive compensation and reflect vesting/performance outcomes rather than a market buy or sell decision.