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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 25, 2024

a92019chcodivimage1a02.jpg
CITY HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-11733

West Virginia55-0619957
(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 classTrading
symbol(s)		Name of each exchange on which registered
Common Stock $2.50 Par ValueCHCONASDAQ 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. ☐

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Section 8 – Other Events


Item 8.01 Other Events.

On September 25, 2024, City Holding Company (“the Company”) issued a news release, attached as Exhibit 99.1, announcing the declaration of a 79 cents per common share cash dividend for shareholders of record as of October 15, 2024, payable on October 31, 2024. The dividend represents a 10% increase from the 71.5 cents per share cash dividend paid for the second quarter of 2024. Furnished as Exhibit 99.1 and incorporated herein by reference is the news release issued by the Company announcing its increase in dividends payable to common shareholders.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits


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 25, 2024City Holding Company
By:/s/ David L. Bumgarner
David L. Bumgarner
Executive Vice President & Chief Financial Officer

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Exhibit 99.1

NEWS RELEASE

For Immediate Release
September 25, 2024

For Further Information Contact:
David L. Bumgarner, EVP & CFO
(304) 769-1169

City Holding Company Increases Quarterly
Dividend On Common Shares

    Charleston, West Virginia – City Holding Company, “the Company” (NASDAQ: CHCO), a $6.3 billion bank holding company headquartered in Charleston, on September 25, 2024 declared a dividend of 79 cents per common share for shareholders of record as of October 15, 2024. The dividend is payable on October 31, 2024. The dividend represents a 10% increase from the 71.5 cents per share cash dividend paid for the second quarter of 2024.

    “Today our board reaffirmed the Company’s commitment of returning value to its shareholders by voting to approve an increase in the quarterly cash dividend by 7.5 cents to 79 cents,” stated Charles (Skip) Hageboeck, President and CEO. “The decision to increase the dividend to $3.16 on an annualized basis is based on the Company's strong current capital and liquidity position, our financial performance during 2024, and our confidence in the Company's ability to sustain this performance.”

    City Holding Company is the parent company of City National Bank of West Virginia. City National Bank operates 97 branches across West Virginia, Kentucky, Virginia, and Ohio. The Company’s stock is traded on the NASDAQ Global Select Market under the quotation symbol “CHCO”.

Forward-Looking Information

This news release contains certain forward-looking statements that are included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements express only management’s beliefs regarding future results or events and are subject to inherent uncertainty, risks, and changes in circumstances, many of which are outside of management’s control. Uncertainty, risks, changes in circumstances and other factors could cause the Company’s actual results to differ materially from those projected in the forward-looking statements. Factors that could cause actual results to differ from those discussed in such forward-looking statements include, but are not limited to those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under “ITEM 1A Risk Factors” and the following: (1) general economic conditions, especially in the communities and markets in which we conduct our business; (2) credit risk, including risk that negative credit quality trends may lead to a


deterioration of asset quality, risk that our allowance for credit losses may not be sufficient to absorb actual losses in our loan portfolio, and risk from concentrations in our loan portfolio; (3) changes in the real estate market, including the value of collateral securing portions of our loan portfolio; (4) changes in the interest rate environment; (5) operational risk, including cybersecurity risk and risk of fraud, data processing system failures, and network breaches; (6) changes in technology and increased competition, including competition from non-bank financial institutions; (7) changes in consumer preferences, spending and borrowing habits, demand for our products and services, and customers’ performance and creditworthiness; (8) difficulty growing loan and deposit balances; (9) our ability to effectively execute our business plan, including with respect to future acquisitions; (10) changes in regulations, laws, taxes, government policies, monetary policies and accounting policies affecting bank holding companies and their subsidiaries, including changes in deposit insurance premiums; (11) deterioration in the financial condition of the U.S. banking system may impact the valuations of investments the Company has made in the securities of other financial institutions; (12) regulatory enforcement actions and adverse legal actions; (13) difficulty attracting and retaining key employees; and (14) other economic, competitive, technological, operational, governmental, regulatory, and market factors affecting our operations. Forward-looking statements made herein reflect management's expectations as of the date such statements are made. Such information is provided to assist stockholders and potential investors in understanding current and anticipated financial operations of the Company and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made. Further, the Company is required to evaluate subsequent events through the filing of its June 30, 2024 Form 10-Q. The Company will continue to evaluate the impact of any subsequent events on the preliminary June 30, 2024 results and will adjust the amounts if necessary.
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v3.24.3
Document and Entity Information Document
Sep. 25, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 25, 2024
Entity Registrant Name CITY HOLDING COMPANY
Entity Central Index Key 0000726854
Amendment Flag false
Entity Incorporation, State or Country Code WV
Entity File Number 0-11733
Entity Tax Identification Number 55-0619957
Entity Address, Address Line One 25 Gatewater Road
Entity Address, City or Town Cross Lanes
Entity Address, State or Province WV
Entity Address, Postal Zip Code 25313
City Area Code 304
Local Phone Number 769-1100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock $2.50 Par Value
Trading Symbol CHCO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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