Form 4: City Holding EVP Legge Reports RSU Vesting

Jeffrey D. Legge, EVP, CAO & CIO of City Holding Co., reported the vesting of 136 restricted stock units into common stock.

Summary

• Jeffrey D. Legge, Executive Vice President, Chief Administrative Officer, and Chief Information Officer of City Holding Co. (CHCO), reported a transaction involving the vesting of equity awards.
• On February 22, 2026, 136 restricted stock units (RSUs) vested and converted into 136 shares of common stock.
• These shares were received for no consideration, fulfilling a two-year holding period requirement.
• Following this transaction, Mr. Legge directly beneficially owns 7,173 shares of common stock.
• Additionally, Mr. Legge indirectly beneficially owns 8,817.9367 shares of common stock through a 401(k) Plan and Trust, with share totals reported as of the December 31, 2024 plan valuation date.
• Mr. Legge also holds various other unvested derivative securities, including 272 restricted stock units, 512 stock options with an exercise price of $66.32 expiring on February 21, 2027, and additional restricted stock units totaling 163, 328, 419, and 346 units with various future vesting dates.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting routine executive compensation and increased insider ownership, which generally aligns management interests with shareholders.

Positives

• The vesting of 136 restricted stock units demonstrates the realization of executive compensation, aligning management interests with shareholders.
• The transaction involved the acquisition of common stock for no consideration, increasing the executive's direct equity ownership in the company.

Future Outlook

This filing does not provide a future outlook for the company's performance, but it does detail future vesting schedules for executive compensation, indicating ongoing long-term incentive plans.

Management Comments

• Shares were received for no consideration upon vesting of the restricted stock units and the satisfaction of a two-year holding period.
• 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 12/31/2024 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 22, 2024; February 22, 2025; and February 22, 2026.
• Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 512 shares on each of 2/22/2020, 2/22/2021 and 2/22/2022.

Industry Context

StockSavvy.ai notes that routine Form 4 filings, such as this one detailing the vesting of restricted stock units, are common in the financial services industry as a component of executive compensation packages. These filings primarily reflect pre-scheduled compensation events rather than discretionary trading activity, and thus typically have minimal direct impact on broader industry trends or competitive dynamics.

Comparison to Industry Standards

• This filing details a standard executive compensation event involving restricted stock unit vesting, which is a common practice across publicly traded companies, including those in the banking and financial services sector.
• Similar RSU vesting schedules and long-term incentive plans are observed at regional banks like WesBanco, Inc. (WSBC) or United Bankshares, Inc. (UBSI), where executives receive equity awards that vest over several years to align their interests with long-term shareholder value.
• The specific number of shares and vesting schedule are typical for an EVP-level executive at a company of City Holding Co.'s size.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholders through higher direct equity ownership. No direct impact on company operations or financial performance.
• Employees: No direct impact on general employees.
• Management: The executive's compensation package is being realized as per schedule.

Next Steps

• Future vesting of 272 restricted stock units on February 22, 2024, February 22, 2025, and February 22, 2026.
• Future vesting of 163 restricted stock units on February 24, 2022, February 24, 2023, and February 24, 2024.
• Future vesting of 328 restricted stock units on February 23, 2023, February 23, 2024, and February 23, 2025.
• Future vesting of 419 restricted stock units on February 23, 2025, February 23, 2026, and February 23, 2027.
• Future vesting of 346 restricted stock units on March 21, 2026, March 21, 2027, and March 21, 2028.
• Expiration of 512 stock options on February 21, 2027.

Key Dates

Keywords

City Holding Co., CHCO, Jeffrey D. Legge, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Executive Compensation, Beneficial Ownership, Common Stock