Form 4: CHCO CEO Sells Shares, Gifts Stock Under 10b5-1 Plan

City Holding Co's President & CEO, Charles R. Hageboeck, reported gifting 2,100 shares and selling 2,017 shares of common stock under a Rule 10b5-1 plan.

Summary

• Charles R. Hageboeck, President & CEO and Director of City Holding Co (CHCO), reported transactions on November 24, 2025.
• He gifted 2,100 shares of common stock to a charitable gift fund at a price of $0.
• He sold 1,149 shares of common stock at $120.7334 per share.
• He also sold 868 shares of common stock at $120.6105 per share.
• These transactions were executed under a Rule 10b5-1 pre-arranged trading plan.
• Following these transactions, his direct beneficial ownership decreased to 50,359 shares.
• He indirectly owns 2,077.7425 shares through the Company's 401(k) Plan & Trust as of December 31, 2024.
• Hageboeck holds a total of 6,540 restricted stock units (RSUs) with various vesting schedules extending through March 21, 2028.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the executive's stock sales are part of a pre-arranged 10b5-1 plan, which suggests they are not based on new negative information. The sales are partially offset by a charitable gift, and the executive retains a significant direct and indirect stake, along with substantial unvested restricted stock units.

Positives

• The gift of 2,100 shares to a charitable fund demonstrates philanthropic activity.
• The transactions were executed under a Rule 10b5-1 plan, indicating they were pre-scheduled and not based on immediate insider information.

Negatives

• The sale of 2,017 shares by a key executive reduces their direct ownership stake in the company.

Future Outlook

The filing does not contain any forward-looking statements or guidance beyond the vesting schedules of restricted stock units.

Industry Context

This Form 4 filing details routine insider transactions by a senior executive, which is common across all industries. The use of a Rule 10b5-1 plan is a standard practice for executives to manage their stock holdings while avoiding accusations of trading on material non-public information. The specific transactions do not provide broader industry insights.

Comparison to Industry Standards

• NA. This filing reports individual executive stock transactions and does not contain information suitable for comparison to global industry benchmarks, specific comparable companies, projects, or results.

Related Party Transactions

• Gift of 2,100 shares to a charitable gift fund by the reporting person.

Stakeholder Impact

• Shareholders: A slight reduction in direct insider ownership, but mitigated by the 10b5-1 plan and continued significant holdings.
• Charitable Organizations: The recipient charitable gift fund benefits from the donation of 2,100 shares.

Next Steps

• Continued vesting of restricted stock units on various dates through March 21, 2028.

Key Dates

Recommendation

The filing details routine insider transactions (sales and a gift) executed under a pre-arranged 10b5-1 plan. Such planned transactions are generally not indicative of a change in the company's fundamental outlook or a signal for immediate investment action. The executive retains a substantial stake, including significant unvested restricted stock units, suggesting continued alignment with shareholder interests. Therefore, a 'hold' recommendation is appropriate as this filing does not present new information warranting a change in investment thesis.

Keywords

City Holding Co, CHCO, Insider Trading, Form 4, Stock Sale, Stock Gift, Executive Compensation, Restricted Stock Units, 10b5-1 Plan