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

April 23, 2024

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 $6.3 billion bank holding company headquartered in Charleston, West Virginia, today announced net income of $29.5 million and diluted earnings of $1.97 per share for the quarter ended March 31, 2024. For the quarter ended March 31, 2024, the Company achieved a return on assets of 1.92% and a return on tangible equity of 22.7%.

The Company’s net interest income decreased approximately $0.2 million, or 0.4%, from $54.7 million during the fourth quarter of 2023 to $54.4 million during the first quarter of 2024. The Company’s tax equivalent net interest income decreased approximately $0.2 million, or 0.4%, from $54.9 million for the fourth quarter of 2023 to $54.6 million for the first quarter of 2024. Due to an increase in the cost of interest bearing liabilities (20 basis points), net interest income declined $1.7 million. Additionally, lower yields on investment securities lowered net interest income by $0.4 million and an increase in the average balance of interest bearing liabilities ($48.4 million) decreased net interest income by $0.2 million. These decreases were partially offset by an increase in average loan balances of $46.6 million, which increased net interest income by $0.7 million, an increase of 15 basis points on loans yields which increased net interest income by $0.7 million, and an increase of 23 basis points on deposits in depository institutions yield which increased net interest income by $0.6 million. The Company’s reported net interest margin declined from 3.98% for the fourth quarter of 2023 to 3.95% for the first quarter of 2024.

The Company’s ratio of nonperforming assets to total loans and other real estate owned increased from 0.21%, or $8.6 million, at December 31, 2023 to 0.28%, or $11.5 million, at March 31, 2024. Total past due loans decreased from $10.9 million, or 0.27% of total loans outstanding, at December 31, 2023, to $6.7 million, or 0.16% of total loans outstanding, at March 31, 2024.

As a result of the Company’s quarterly analysis of the adequacy of the allowance for credit losses, the Company recorded a recovery of credit losses of $0.2 million in the first quarter of 2024, compared to a provision for credit losses of $2.9 million for the comparable period in 2023, and a recovery of credit losses of $0.3 million for the fourth quarter of 2023. The recovery of credit losses was primarily related to a decline in loan balances from the fourth quarter of 2023 and a reduction in the loss rate of residential real estate loans that were partially offset by net charge-offs during the first quarter of 2024.

Non-interest income was $17.9 million during the quarter ended March 31, 2024, as compared to $18.7 million during the quarter ended March 31, 2023. During the first quarter of 2024, the Company reported $0.2 million of unrealized fair value gains on the Company’s equity securities compared to $0.8 million of realized gains from the sale of investment securities and $0.4 million of unrealized fair value gains on the Company’s equity securities during the first quarter of 2023.

Exclusive of these items, non-interest income increased $0.6 million, or 2.9%, from $17.5 million for the first quarter of 2023 to $18.1 million for the first quarter of 2024. This increase was largely attributable to an increase of $0.5 million, or 7.2%, in service charges, an increase of $0.4 million, or 16.4%, in trust and investment management fee income, and a $0.2 million, or 3.0%, increase in bankcard revenues. These increases were partially offset by a decrease in other income of $0.6 million.

Non-interest expenses decreased $2.7 million, or 7.1%, from $38.6 million in the first quarter of 2023 to $35.9 million in the first quarter of 2024. During the quarter ended March 31, 2023, the Company recognized $5.6 million of acquisition and integration expenses (included in other expenses) associated with the completed acquisition of Citizens Commerce Bancshares, Inc. (“Citizens”) and its principal banking subsidiary, Citizens Commerce Bank, on March 10, 2023. Excluding these expenses, non-interest expenses increased $2.9 million from $33.0 million in the quarter ended March 31, 2023 to $35.9 million in the quarter ended March 31, 2024. This increase was largely due to an increase in salaries and employee benefits of $1.2 million due to salary adjustments and increased health insurance costs. In addition, bankcard expenses increased $0.5 million, other expenses increased $0.5 million, and FDIC insurance expense increased $0.3 million.

Loans declined $34.1 million (0.8%) from December 31, 2023 to $4.09 billion at March 31, 2024. Commercial and industrial loans decreased $19.2 million and commercial real estate loans decreased $14.6 million during the quarter ended March 31, 2024. These decreases were partially offset by an increase in home equity loans of $4.1 million (2.5%).

Period-end deposit balances increased $121.5 million from December 31, 2023, to March 31, 2024. Total average depository balances remained flat from the quarter ended December 31, 2023 to the quarter ended March 31, 2024, at $4.93 billion. Average savings deposit balances decreased $20.5 million, average interest-bearing demand deposit balances decreased $15.8 million, and average noninterest-bearing demand deposit balances decreased $11.5 million. These decreases were essentially offset by an increase in average time deposit balances of $47.2 million.

The Company’s effective income tax rate for the first quarter of 2024 was 19.5% compared to 20.1% for the year ended December 31, 2023, and 20.5%, for the quarter ended March 31, 2023.

The Company’s loan to deposit ratio was 80.9% and the loan to asset ratio was 64.8% at March 31, 2024. The Company maintained investment securities totaling 21.8% of assets as of the same date. The Company’s deposit mix is weighted heavily toward checking and saving accounts, which fund 62.6% of assets at March 31, 2024. Time deposits fund 17.4% of assets at March 31, 2024, with only 13.0% of time deposits having balances of more than $250,000, reflecting the core retail orientation of the Company.

City Holding Company is the parent company of City National Bank of West Virginia (“City National”). City National has borrowing facilities with the Federal Reserve Bank and the Federal Home Loan Bank that can be accessed as necessary to fund operations and to provide contingency funding. These borrowing facilities are collateralized by various loans held on City National’s balance sheet. As of March 31, 2024, City National had the capacity to borrow an additional $1.5 billion from these existing borrowing facilities. In addition, approximately $660 million of City National’s investment securities were pledged to collateralize customer repurchase agreements and various deposit accounts, leaving approximately $720 million of City National’s investment securities unpledged at March 31, 2024.

The Company continues to be strongly capitalized with tangible equity of $520 million at March 31, 2024. The Company’s tangible equity ratio declined slightly from 8.6% at December 31, 2023 to 8.5% at March 31, 2024. At March 31, 2024, City National’s Leverage Ratio was 9.4%, its Common Equity Tier I ratio was 14.6%, its Tier I Capital ratio was 14.6%, and its Total Risk-Based Capital ratio was 15.1%. These regulatory capital ratios are significantly above levels required to be considered “well capitalized,” which is the highest possible regulatory designation.

On March 27, 2024, the Board of Directors of the Company approved a quarterly cash dividend of $0.715 per share payable April 30, 2024, to shareholders of record as of April 15, 2024. On January 31, 2024, the Company announced that the Board of Directors authorized the Company to buy back up to 1,000,000 shares of its common stock (approximately 7% of outstanding shares) in open market transactions at prices that are accretive to the earnings per share of continuing shareholders (the "2024 Program"). No time limit was placed on the duration of the share repurchase program. As part of this authorization, the Company terminated its previous repurchase program that was approved in May 2022. The Company had repurchased 849,681 shares under the 2022 program. During the quarter ended March 31, 2024, the Company repurchased 36,000 common shares at a weighted average price of $100.24 per share as part of the 2024 Program. As of March 31, 2024, the Company could repurchase 964,000 additional shares under the 2024 Program.

City National operates 97 branches across West Virginia, Kentucky, Virginia, and Ohio.

On April 8, 2024, City National announced that it had been ranked #1 in customer satisfaction for consumer banking in the North Central Region in the J.D. Power 2024 U.S. Retail Banking Satisfaction Study. City National has claimed the top honor in five of the last seven years and outscored all other banks in West Virginia, Kentucky, Ohio, Indiana, and Michigan.

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 March 31, 2024 Form 10-Q. The Company will continue to evaluate the impact of any subsequent events on the preliminary March 31, 2024 results and will adjust the amounts if necessary.