The Company records compensation expense with respect to restricted shares, RSUs and PSUs (collectively, the "restricted shares") in an amount equal to the fair value of the common stock covered by each award on the date of grant. These restricted shares become fully vested after various periods of continued employment from the respective dates of grant. The Company is entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued. Compensation is being charged to expense over the respective vesting periods.

Restricted shares are forfeited if the awarded officer or employee terminates his employment with the Company prior to the lapsing of restrictions. The Company records forfeitures of restricted stock as treasury share repurchases and any compensation cost previously recognized is reversed in the period of forfeiture. Recipients of restricted shares do not pay any cash consideration to the Company for the shares, and, except for restricted stock units and performance share units, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested. For restricted shares that have performance-based criteria, management has evaluated those criteria and has determined that, as of June 30, 2025, the criteria were probable of being met.



	Six months ended June 30,
	2025			2024
	Restricted Awards	Average Market Price at Grant		Restricted Awards	Average Market Price at Grant
Outstanding at January 1	134,949	$	84.90	135,558	$	79.19
Granted	40,495	114.73		28,680	100.32
Vested/Forfeited	(42,120)	72.16		(33,298)	77.59
Outstanding at June 30	133,324	$	97.59	130,940	$	84.22



	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Stock-based compensation expense associated with restricted shares, RSUs, and PSUs	$	838	$	707	$	1,557	$	1,455

At period-end:					June 30, 2025		June 30, 2024
Unrecognized stock-based compensation expense associated with restricted shares					$	8,174	$	6,429
Weighted average period (in years) in which the above amount is expected to be recognized					3.3		3.4

Shares issued in conjunction with restricted stock awards are issued from available treasury shares. If no treasury shares are available, new shares would be issued from available authorized shares. During the six months ended June 30, 2025 and 2024, all shares issued in connection with restricted stock awards were issued from available treasury stock.

The Company provides retirement benefits to its employees through the City Holding Company 401(k) Plan and Trust (the “401(k) Plan”), which is intended to be compliant with Employee Retirement Income Security Act (ERISA) section 404(c). The Company also maintains a frozen defined benefit pension plan (the “Defined Benefit Plan”), which was inherited from the Company's acquisition of the plan sponsor (Horizon Bancorp, Inc.). The Defined Benefit Plan was frozen in 1999 and maintains a December 31st year-end for purposes of computing its benefit obligations.

The following table presents the components of the Company's net periodic benefit cost, which is included in the line item "other expenses" in the consolidated statements of income (in thousands):



	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Components of net periodic cost:
Interest cost	$	131	$	129	$	262	$	259
Expected return on plan assets	(206)		(207)		(411)		(414)
Net amortization and deferral	51		93		101		186
Net Periodic Pension (Benefit) Cost	$	(24)	$	15	$	(48)	$	31