Date of Report (Date of Earliest Event Reported):March 10, 2023
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 Virginia25313
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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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 2 – Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 10, 2023, City Holding Company, a West Virginia corporation (“City”), announced that it completed its acquisition of Citizens Commerce Bancshares, Inc., a Kentucky corporation (“Citizens”), as of the close of business on March 10, 2023. City first announced that it had entered into an agreement to merge with Citizens on October 18, 2022. The acquisition of Citizens was structured as a stock transaction in which each share of Citizens common stock was converted into the right to receive 0.1666 shares of City common stock.
City issued a press release on March 10, 2023, announcing the completion of City’s acquisition Citizens. A copy of the press release is attached hereto as Exhibit 99.1.
Press Release issued by City Holding Company on March 10, 2023
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: March 10, 2023
City Holding Company
By:
/s/ David L. Bumgarner
David L. Bumgarner
Executive Vice President & Chief Financial Officer
