City Holding Company Director James Hoyer Acquires Nearly 100 Additional Shares in Planned Trading Activity

Director's Share Purchase Under Pre-Established Trading Plan

James A. Hoyer, identified as a director of City Holding Company, executed a purchase of common stock on July 21, 2026, as documented in the insider transaction report. The acquisition involved approximately 95 shares purchased at a price of $134.55 per share. The transaction was conducted pursuant to a Rule 10b5-1 trading plan, a mechanism that allows corporate insiders to establish predetermined trading instructions that provide an affirmative defense against insider trading allegations under securities regulations.

Rule 10b5-1 plans enable officers, directors, and other company insiders to structure equity transactions in advance, removing discretionary trading decisions that might otherwise create appearance-of-impropriety concerns. By establishing such plans during non-sensitive periods, insiders can execute transactions according to predetermined schedules and prices, demonstrating to regulators and investors that trades occur according to objective parameters rather than timing based on material non-public information. This purchase by Hoyer reflects the type of disciplined, transparent insider acquisition that such plans are designed to facilitate.

Beneficial Ownership Position Following the Transaction

Following the July 21, 2026 stock purchase, Hoyer's direct beneficial ownership of City Holding Company common stock increased to 702 shares. This direct holding represents securities owned outright in his individual capacity and registered under his name in the company's records. The accumulation of shares through structured purchases demonstrates an ongoing investment commitment by a member of the company's board of directors.

Beyond his direct holdings, Hoyer maintains indirect beneficial ownership of additional shares through separate ownership vehicles. The disclosure indicates 19 shares held indirectly through an entity identified as a James A. Hoyer Separately Managed Account (SEP), and an additional 100 shares held through another indirect arrangement. These indirect holdings total 119 shares, meaning Hoyer's combined beneficial ownership position across all ownership forms amounts to 821 shares of City Holding Company common stock. Such indirect ownership arrangements are common among corporate insiders and may reflect holdings in retirement accounts, trusts, or other investment vehicles.

City Holding Company's Business and Market Position

City Holding Company operates as a financial services organization with operations centered on banking and related financial activities. The company conducts business across multiple banking subsidiaries and service lines, serving customers throughout its operating regions with deposit products, lending services, and other financial solutions typical of regional financial institution holding companies. As a NASDAQ-listed entity, City Holding Company maintains compliance obligations under securities laws and operates subject to regulatory oversight by banking and securities authorities.

The company's revenue model relies primarily on net interest income derived from lending activities and deposit spreads, supplemented by fee-based income from service charges and other financial services provided to retail and commercial customers. Financial holding companies of City Holding Company's profile generate earnings through traditional banking operations including mortgages, commercial loans, consumer installment loans, and related deposit-gathering activities. The competitive landscape for regional banking institutions includes both larger national banks and smaller community banks, with differentiation often occurring through localized service delivery and relationship banking approaches.

Insider Trading Compliance and Disclosure Framework

The transaction disclosed in this report falls under Section 16 of the Securities Exchange Act of 1934, which requires officers, directors, and beneficial owners of more than ten percent of a company's securities to report changes in their ownership positions. These insider trading disclosures provide transparency to investors and regulators regarding accumulation or disposition of shares by persons with access to potentially material information about company operations and prospects. The filing requirement ensures that markets operate with visibility into insider trading activity and helps identify patterns that might warrant regulatory attention.

The notation of a Rule 10b5-1 plan in this disclosure indicates that Hoyer established predetermined trading parameters prior to executing the July 21 transaction. Such plans typically specify the quantity of shares to be purchased, the price range or timing mechanism for execution, and the duration over which purchases will occur. Once established during appropriate periods, these plans allow insiders to continue trading according to their preset instructions without requiring new compliance clearances for each individual transaction, provided the trades remain within the parameters originally established.

Director's Role in Corporate Governance

James A. Hoyer serves in the capacity of director on City Holding Company's board, a position that carries fiduciary responsibilities to the company and its shareholders. Directors are expected to exercise oversight of management, approve significant corporate actions, and ensure that the company operates in the best interests of shareholders while complying with applicable laws and regulations. Board members typically participate in strategic planning, performance monitoring, and governance functions that shape company direction and accountability.

The voluntary acquisition of additional shares by a board member may signal confidence in the company's business prospects and management direction. When directors increase their ownership positions through open market purchases, investors sometimes view such activity as an indication that insiders believe the current share price represents attractive value. However, individual insider transactions reflect personal investment decisions and capital allocation preferences rather than necessarily conveying information about management's overall assessment of company performance or future prospects.

Transaction Execution and Settlement Details

The share purchase was executed on July 21, 2026, marking the date when Hoyer acquired the 95 shares at the stated price of $134.55 per share. The transaction involved no deemed execution date different from the actual trading date, indicating straightforward settlement through normal market mechanics. The use of transaction code "P" in the report designates this activity as a routine purchase of securities in the open market, distinguishing it from other types of insider transactions such as exercises of options, acquisitions through employee benefit plans, or inheritable securities transfers.

The $134.55 per share purchase price represents the market price at which the transaction was executed on the transaction date. This pricing reflects the open market valuation of City Holding Company shares at that specific time and incorporates all publicly available information as of the trading date. The disclosed price provides a data point for analyzing insider buying activity and comparing it to other price levels and trading patterns in the company's shares during the relevant period.

Indirect Ownership Arrangements and Structure

The disclosure reveals that Hoyer maintains indirect ownership of City Holding Company shares through at least two separate entities or accounts. One arrangement holds 19 shares described in the filing as held indirectly within a James A. Hoyer Separately Managed Account structure. A second indirect holding comprises 100 shares also held through a separately managed account mechanism associated with Hoyer. These indirect ownership categories typically represent holdings in retirement accounts, trust arrangements, or other investment vehicles where beneficial ownership exists but legal ownership rests with the custodian or trustee entity.

Separately managed accounts and similar structures serve multiple purposes in insider ownership portfolios, including tax planning, estate management, and separation of different investment strategies or time horizons. Disclosure of such holdings reflects regulatory requirements that beneficial ownership include not only direct personal holdings but also shares over which an insider exercises control or direction, regardless of the legal ownership vehicle. The combination of direct and indirect holdings provides investors with a comprehensive picture of an insider's total economic exposure to the company's equity performance.

Regulatory Filing Requirements for NASDAQ-Listed Companies

As a company listed on the NASDAQ exchange, City Holding Company operates subject to federal securities laws, stock exchange listing standards, and regulatory oversight by the Securities and Exchange Commission. Companies with securities trading on national exchanges must ensure that their officers, directors, and major shareholders comply with all insider trading reporting obligations, including the timely disclosure of transactions in company securities. These regulatory frameworks aim to prevent trading based on material non-public information and maintain market confidence through transparency regarding insider activity.

The Form 4 disclosure filed on behalf of James A. Hoyer represents compliance with Section 16 reporting requirements applicable to his status as a company director. Insiders must file such reports within two business days following the date of a reportable transaction, ensuring that public disclosure occurs promptly enough to inform investors and regulators of changes in ownership. NASDAQ listing standards further reinforce these requirements through continued listing rules that establish expectations for governance compliance and insider trading policy adherence by listed companies.

Investment Considerations for City Holding Company Shareholders

Shareholders of City Holding Company may monitor insider transaction activity as one data point among many when evaluating the company's investment merits and management quality. Insider buying by directors and officers can sometimes suggest that those individuals perceive value at current market prices, though such activity may also reflect personal financial planning, portfolio rebalancing, or other motivations unrelated to company-specific outlooks. Conversely, the absence of insider buying or the presence of insider selling may carry different implications, though absence of activity should not be interpreted as negative signal without additional context.

Hoyer's purchase activity occurred at a specific point in time and price level that reflected market conditions and the trading plan parameters established previously. Investors should avoid drawing broad conclusions from any single insider transaction and instead consider patterns of insider activity over time, the company's fundamental business performance, industry conditions, and other relevant factors when making investment decisions. The transparency provided through insider trading disclosures enables investors to remain informed about the investment activities of company insiders but should be integrated into broader investment analysis frameworks.