Form 4: City Holding CEO Boosts Stake with Performance Shares

City Holding Co.'s President & CEO, Charles R. Hageboeck, acquired 5,629 common shares and 1,365 restricted stock units through performance awards.

Summary

• Charles R. Hageboeck, President & CEO and Director of City Holding Co. (CHCO), acquired 5,629 shares of common stock on February 25, 2026, for no consideration.
• These shares were received upon the satisfaction of performance criteria related to previously awarded performance share units.
• Hageboeck also acquired 1,365 restricted stock units (RSUs) on February 25, 2026, for no consideration, with one-third scheduled to vest annually on February 25, 2027, 2028, and 2029.
• Following these transactions, Hageboeck directly beneficially owns 56,571 shares of common stock.
• Additionally, Hageboeck indirectly owns 2,134.2807 shares through the Company's 401(k) Plan & Trust, as reported on the December 31, 2025, plan valuation date.
• Hageboeck holds additional restricted stock units with various vesting schedules: 665 units (vesting through February 23, 2025), 1,043 units (vesting through February 22, 2026), 1,627 units (vesting through February 23, 2027), and 1,347 units (vesting through March 21, 2028).

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive signal, indicating management's continued alignment with shareholder interests through performance-based equity awards and successful achievement of prior performance targets.

Positives

• The acquisition of 5,629 common shares by the President & CEO for no consideration indicates the successful achievement of performance criteria, reflecting positive operational results.
• The award of 1,365 new restricted stock units further aligns management's interests with shareholders, as these units vest over several years, incentivizing long-term performance.
• Increased insider ownership, particularly through performance-based awards, often signals management's confidence in the company's future prospects.

Future Outlook

The filing primarily reports past transactions and vesting schedules for equity awards, rather than providing explicit forward-looking statements or guidance on company performance. However, the multi-year vesting schedules for restricted stock units inherently tie management's future compensation to the company's long-term stock performance.

Industry Context

StockSavvy.ai notes that insider share acquisitions, particularly those resulting from performance-based awards, are generally viewed as a positive signal in the financial industry. Such transactions demonstrate management's continued alignment with shareholder interests and can indicate confidence in the company's strategic direction and future profitability, especially within the banking sector where long-term stability and growth are key.

Stakeholder Impact

• Shareholders: The increase in the CEO's direct and indirect ownership, particularly through performance-based awards, enhances alignment between management and shareholder interests, potentially fostering long-term value creation.
• Employees: The structure of performance share units and restricted stock units serves as an incentive for executive performance, which can positively influence overall company performance and, indirectly, employee morale and opportunities.

Next Steps

• One-third of the 1,365 restricted stock units are scheduled to vest on February 25, 2027, February 25, 2028, and February 25, 2029.
• Remaining restricted stock units from previous awards will continue to vest according to their respective schedules through February 23, 2025 (665 units), February 22, 2026 (1,043 units), February 23, 2027 (1,627 units), and March 21, 2028 (1,347 units).

Key Dates

Recommendation

The acquisition of shares and restricted stock units by the President & CEO, particularly through performance-based awards, indicates strong management alignment with shareholder interests and confidence in the company's future performance. While not a direct financial performance report, such insider activity is generally viewed positively, suggesting a 'hold' recommendation for existing investors and a positive signal for potential investors to conduct further due diligence.

Keywords

CITY HOLDING CO, CHCO, Insider Transaction, Form 4, CEO Compensation, Performance Shares, Restricted Stock Units, Equity Award, Beneficial Ownership