Sec Form 4 Filing - DERITO JOHN A @ CITY HOLDING CO - 2022-02-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DERITO JOHN A 2. Issuer Name and Ticker or Trading Symbol CITY HOLDING CO [ CHCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Commercial Banking (Last) (First) (Middle) 25 GATEWATER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2022 (Street) CROSS LANES, WV25313 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/27/2022 M 215 A $ 0( 1 ) 28,297 D Common Stock 02/27/2022 A 1,744 A $ 0( 2 ) 30,041 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 3 ) ( 4 ) ( 4 ) Common Stock 690 690 D Restricted Stock Unit $ 0( 3 ) ( 5 ) ( 5 ) Common Stock 696 696 D Restricted Stock Unit $ 0( 3 ) ( 6 ) ( 6 ) Common Stock 707 707 D Restricted Stock Unit $ 0( 3 ) 02/27/2022 M 215 ( 7 ) ( 7 ) Common Stock 215 $ 0 430 D Restricted Stock Unit $ 0( 3 ) ( 8 ) ( 8 ) Common Stock 438 438 D Stock Option to Buy $ 44.43 ( 9 ) 03/25/2024 Common Stock 1,309( 9 ) 1,309 D Stock Option to Buy $ 46.61 ( 10 ) 02/25/2025 Common Stock 600( 10 ) 600 D Stock Option to Buy $ 66.32 ( 11 ) 02/21/2027 Common Stock 3,100( 11 ) 3,100 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DERITO JOHN A 25 GATEWATER ROAD CROSS LANES, WV25313 EVP, Commercial Banking Signatures Victoria A. Faw, attorney-in-fact 02/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were received for no consideration upon vesting of the restricted stock units and the satisfaction of a two-year holding period. ( 2 )Shares were received for no consideration upon satisfaction of performance criteria underlying the award of performance share units. ( 3 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock. ( 4 )One-third of these restricted stock units are scheduled to vest on each of February 23, 2023; February 23, 2024; and February 23, 2025. ( 5 )One-third of these restricted stock units are scheduled to vest on each of February 24, 2022; February 24, 2023; and February 24, 2024. ( 6 )One-third of these restricted stock units are scheduled to vest on each of February 26, 2021; February 26, 2022; and February 26, 2023. ( 7 )One-third of these restricted stock units are scheduled to vest on each of February 27, 2020; February 27, 2021; and February 27, 2022. ( 8 )One-third of these restricted stock units are scheduled to vest on each of February 28, 2019; February 28, 2020; and February 28, 2021. ( 9 )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: 807 shares on each of 3/26/2017, 3/26/2018 and 3/26/2019. ( 10 )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: 600 shares on each of 2/26/2018, 2/26/2018 and 2/26/2020. ( 11 )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: 1,033 shares on each of 2/22/2020, 2/22/2021 and 1,034 shares on 2/22/2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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