Form 8-K

8-K — CITY HOLDING CO

Accession: 0000726854-26-000171

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0000726854

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — chco-20260930.htm (Primary)

EX-99.1 — EX-99.1, ALSOP JOINS CHCO BOARD (ex99-1alsopjoinschcoboard.htm)

EX-99.2 — EX-99.2, HUSS JOINS CHCO BOARD (ex99-2hussjoinschcoboard.htm)

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8-K — 8-K, DIRECTORS - ALSOP, HUSS

8-K (Primary)

Filename: chco-20260930.htm · Sequence: 1

chco-20260930

0000726854false00007268542026-09-302026-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 30, 2026

CITY HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-11733

West Virginia 55-0619957

(State or Other Jurisdiction of (I.R.S. Employer

Incorporation or Organization) Identification No.)

25 Gatewater Road, Cross Lanes, West Virginia 25313

(Address of Principal Executive Offices, Including Zip Code)

304-769-1100

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

symbol(s) Name of each exchange on which registered

Common Stock $2.50 Par Value CHCO NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

-1-

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2026, City Holding Company (“the Company”) issued news releases, attached as Exhibits 99.1 and 99.2, announcing the appointments of Jessica R. Alsop and Vonda R. Huss, respectively, to its Board of Directors (“Board”) effective September 30, 2026. Alsop was appointed to the Board as a Class I director and Huss was appointed to the Board as a Class II director. Both will stand for election at the Company’s 2027 Annual Meeting of Shareholders.

There is no arrangement or understanding with any person pursuant to which Alsop and Huss were appointed as a member of the Board. Compensatory arrangements for both Alsop and Huss will be consistent with the previously disclosed standard arrangements for non-employee directors of the Company, as described on page 14 of the Company’s proxy statement for its 2026 Annual Meeting of Shareholders filed with the Commission on March 27, 2026, which disclosure is incorporated herein by reference.

As of the date of this filing, neither Alsop nor Huss has been appointed to any committees of the Company.

City National Bank of West Virginia, a Company affiliate, also appointed Alsop and Huss to its Board of Directors effective September 30, 2026.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

99.1

News Release issued September 30, 2026 – City Holding Company Appoints Jessica Alsop to Board of Directors

99.2

News Release issued September 30, 2026 – City Holding Company Appoints Vonda Huss to Board of Directors

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

Dated: September 30, 2026 City Holding Company

By: /s/ David L. Bumgarner

David L. Bumgarner

Senior Executive Vice President & Chief Financial Officer

-2-

EX-99.1 — EX-99.1, ALSOP JOINS CHCO BOARD

EX-99.1

Filename: ex99-1alsopjoinschcoboard.htm · Sequence: 2

Document

Exhibit 99.1

NEWS RELEASE

For Immediate Release

September 30, 2026

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Appoints Jessica Alsop to Board of Directors

Charleston, West Virginia – City Holding Company, the “Company” (NASDAQ: CHCO), has appointed Jessica Alsop to its Board of Directors. Alsop’s appointment is effective immediately and she will stand for election by the shareholders at the next annual meeting scheduled for April 2027. The Board of Directors expects to recommend Alsop as a Class I director, whose terms shall expire at the annual meeting of shareholders in 2030.

After receiving her undergraduate degree from West Virginia University, she earned a Juris Doctor from WVU College of Law and an LL.M. in Taxation from New York University School of Law.

Alsop has served as West Virginia University Health System’s senior vice president and chief legal officer since 2019. She joined WVU Health System in 2015 and previously served as assistant vice president and senior corporate counsel. Prior to this, she worked as in-house counsel for Noble Energy and in private practice for 12 years with Jackson Kelly, where she served on the Executive Committee and as the chair of Recruiting Committee.

“We are thrilled to welcome Jessica to our board of directors,” said City Holding Company Chairman of the Board Dallas Kayser. “Her exceptional legal expertise, corporate governance experience and commitment to community leadership align with City’s values and bring an insightful perspective to our boardroom.”

Alsop serves her community in many ways, including her current role as vice chair of the Board of Directors at The Education Alliance. Previously, she has served on the Board of Directors of United Way of Monongalia & Preston Counties and Children’s Therapy Clinic, as well as the Board of Trustees of the University of Charleston.

City Holding Company is a $6.8 billion bank holding Company headquartered in Charleston, WV. City Holding Company is the parent company of City National Bank of West Virginia. City National operates 95 branches across West Virginia, Kentucky, Virginia and Ohio.

# # #

EX-99.2 — EX-99.2, HUSS JOINS CHCO BOARD

EX-99.2

Filename: ex99-2hussjoinschcoboard.htm · Sequence: 3

Document

Exhibit 99.2

NEWS RELEASE

For Immediate Release

September 30, 2026

For Further Information Contact:

Charles R. Hageboeck, Chief Executive Officer and President

(304) 769-1102

City Holding Company Appoints Vonda Huss to Board of Directors

Charleston, West Virginia – City Holding Company, the “Company” (NASDAQ: CHCO), has appointed Vonda Huss to its Board of Directors. Huss’s appointment is effective immediately and she will stand for election by the shareholders at the next annual meeting scheduled for April 2027. The Board of Directors expects to recommend Huss as a Class II director, whose terms shall expire at the annual meeting of shareholders in 2028.

After receiving her undergraduate degree from Appalachian State University, Huss earned an MBA from Pfeiffer University. She also has a certificate in Organizational Development from UNC Charlotte and a certificate from the Directors' College program at Stanford Law School’s Rock Center for Corporate Governance.

Huss has served as executive vice president and chief human resources officer at Brighthouse Financial since 2017. She previously spent 29 years at Wells Fargo, where she worked in a variety of roles, including executive vice president, co-head of human resources and enterprise HR consulting leader.

“Vonda is an exceptional addition to our board of directors,” said City Holding Company Chairman of the Board Dallas Kayser. “Her career—spanning from bank teller to managing human resources on an enterprise scale for major financial institutions—gives her a rare, 360-degree view of the banking industry.”

Huss has served her community through roles on the boards of directors of the YMCA of Greater Charlotte, Novant Health Foundation and Brighthouse Scholar Connections.

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