Filed by City Holding Company

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

For Immediate Release

October 18, 2022

For Further Information Contact:

David L. Bumgarner, Executive Vice President and Chief Financial Officer

(304) 769-1169

Charleston, West Virginia – City Holding Company (“Company” or “City”) (NASDAQ:CHCO), a $5.9 billion bank holding company headquartered in Charleston, West Virginia, today announced quarterly net income of $27.4 million and diluted earnings of $1.83 per share for the quarter ended September 30, 2022. For the third quarter of 2022, the Company achieved a return on assets of 1.83% and a return on tangible equity of 21.8%.

The Company’s net interest income increased from $41.3 million during the second quarter of 2022 to $48.8 million during the third quarter of 2022. The Company’s tax equivalent net interest income increased from $41.6 million for the second quarter of 2022 to $49.1 million for the third quarter of 2022. Net interest income increased by $4.7 million and $1.5 million, respectively, due to an increase in loan (net of loan fees and accretion) and investment yields of 47 basis points and 35 basis points, respectively, due to recent increases in the Federal Funds rate. In addition, the yield on deposits in depository institutions also increased by 139 basis points which increased net interest income by $1.0 million. These increases were partially offset by an increase in the cost of interest bearing liabilities (6 basis points) which decreased net interest income by $0.6 million. The Company’s reported net interest margin increased from 3.04% for the second quarter of 2022 to 3.57% for the third quarter of 2022.

The Company’s ratio of nonperforming assets to total loans and other real estate owned decreased modestly from 0.19%, or $6.8 million, at June 30, 2022 to 0.18%, or $6.4 million, at September 30, 2022. Total past due loans decreased from $6.2 million, or 0.17% of total loans outstanding, at June 30, 2022 to $5.0 million, or 0.14% of total loans outstanding, at September 30, 2022.

As a result of the Company’s quarterly analysis of the adequacy of the allowance for credit losses (“ACL”), the Company recorded a provision for credit losses of $0.7 million in the third quarter of 2022, compared to a recovery of credit losses of $0.7 million for the comparable period in 2021 and no provision for credit losses for the second quarter of 2022. The provision for credit losses in the third quarter was a result of net charge-offs and loan growth.

Non-interest income was $18.2 million for the third quarter of 2022 as compared to $17.9 million for the third quarter of 2021. During the third quarter of 2021, the Company reported $0.1 million of unrealized fair value gains on the Company’s equity securities. Exclusive of these gains, non-interest income increased from $17.8 million for the third quarter of 2021 to $18.2 million for the third quarter of 2022. This increase was largely attributable to higher service charges ($0.8 million, or 11.6%) and bankcard revenues ($0.3 million, or 3.8%). These increases were partially offset by a decrease in other income ($0.6 million).

Non-interest expenses increased $2.3 million (8.0%), from $29.2 million in the third quarter of 2021 to $31.5 million in the third quarter of 2022. This increase was primarily due to an increase in salaries and employee benefits of $2.1 million due to increased health insurance, increased incentive compensation and higher salary adjustments during 2022.

Loans increased $62.0 million (1.7%) from June 30, 2022 to September 30, 2022, to $3.63 billion. Residential real estate loans increased $27.8 million (1.7%), commercial real estate loans increased $16.2 million (1.2%), commercial and industrial loans increased $15.3 million (4.2%), and home equity loans increased $5.1 million (4.1%). These increases were partially offset by a decrease in consumer loans of $2.7 million.

Total average depository balances decreased $23.7 million, or 0.5%, from the quarter ended June 30, 2022 to the quarter ended September 30, 2022. Average time deposit balances decreased $39.9 million and average interest-bearing demand deposit balances decreased $5.1 million. These increases were partially offset by an increase in noninterest-bearing demand deposit balances of $19.9 million.

The Company’s effective income tax rate for the third quarter of 2022 was 21.3% compared to 20.8% for the year ended December 31, 2021, and 21.6% for the quarter ended September 30, 2021.

The Company’s loan to deposit ratio was 73.2% and the loan to asset ratio was 61.0% at September 30, 2022. The Company maintained investment securities totaling 25.5% of assets as of the same date. The Company’s deposit mix is weighted heavily toward checking and saving accounts, which fund 67.6% of assets at September 30, 2022. Time deposits fund 15.8% of assets at September 30, 2022, but very few of these deposits are in accounts that have balances of more than $250,000, reflecting the core retail orientation of the Company.

The Company continues to be strongly capitalized with tangible equity of $432 million at September 30, 2022. Due primarily to unrealized security losses during the nine months ended September 30, 2022, the Company’s tangible equity ratio decreased from 9.6% at December 31, 2021 to 7.4% at September 30, 2022. However, unrealized security losses are not incorporated into measures of regulatory capital. At September 30, 2022, City National Bank’s Leverage Ratio was 9.05%, its Common Equity Tier I ratio was 14.68%, its Tier I Capital ratio was 14.68%, and its Total Risk-Based Capital ratio was 15.07%. These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

On September 28, 2022, the Board of Directors of the Company approved a quarterly cash dividend of $0.65 per share payable October 31, 2022, to shareholders of record as of October 14, 2022. This represents an 8.3% increase from the $0.60 per share dividend paid on July 29, 2022. During the quarter ended September 30, 2022, the Company repurchased 9,000 common shares at a weighted average price of $80.24 as part of a one million share repurchase plan authorized by the Board of Directors in May 2022. As of September 30, 2022, the Company could repurchase approximately 886,000 additional shares under the plan.

City Holding Company is the parent company of City National Bank of West Virginia. City National Bank operates 94 branches across West Virginia, Kentucky, Virginia, and Ohio.

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, 2021 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) the uncertainties on the Company’s business, results of operations and financial condition, caused by the COVID-19 pandemic, which will depend on several factors, including the scope and duration of the pandemic, its continued influence on financial markets, the effectiveness of the Company’s work from home arrangements and staffing levels in operational facilities, the impact of market participants on which the Company relies and actions taken by governmental authorities and other third parties in response to the pandemic; (3) 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; (4) changes in the real estate market, including the value of collateral securing portions of our loan portfolio; (5) changes in the interest rate environment; (6) operational risk, including cybersecurity risk and risk of fraud, data processing system failures, and network breaches; (7) changes in technology and increased competition, including competition from non-bank financial institutions; (8) changes in consumer preferences, spending and borrowing habits, demand for our products and services, and customers’ performance and creditworthiness; (9) difficulty growing loan and deposit balances; (10) our ability to effectively execute our business plan, including with respect to future acquisitions; (11) changes in regulations, laws, taxes, government policies, monetary policies and accounting policies affecting bank holding companies and their subsidiaries; (12) 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; (13) regulatory enforcement actions and adverse legal actions; (14) difficulty attracting and retaining key employees; (15) 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 September 30, 2022 Form 10-Q. The Company will continue to evaluate the impact of any subsequent events on the preliminary September 30, 2022 results and will adjust the amounts if necessary.