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SEC FILE NUMBER 000-11733
CUSIP NUMBER 177835-10-5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 12b‑25
NOTIFICATION OF LATE FILING
(Check One):
[ X ]
Form 10-K
[ ]
Form 20-F
[ ]
Form 11-K
[ ]
Form 10-Q
[ ]
Form 10-D
 
[ ]
Form N-SAR
[ ]
Form N-CSR
 
 
 
 
 
 

For Period Ended: December 31, 2018                

[ ]
Transition Report on Form 10-K
 
 
 
[ ]
Transition Report on Form 20-F
 
 
 
[ ]
Transition Report on Form 11-K
 
 
 
[ ]
Transition Report on Form 10-Q
 
 
 
[ ]
Transition Report on Form N-SAR
 
 
 
 
For the Transition Period Ended:                  
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:                                              
PART I - REGISTRANT INFORMATION
City Holding Company                                            
Full Name of Registrant

                                                    
Former Name if Applicable

25 Gatewater Road                                            
Address of Principal Executive Office (Street and Number)





Charleston, WV 25313                                            
City, State and Zip Code

PART II - RULES 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b‑25(b), the following should be completed. (Check box if appropriate)
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     [ X ]
 
(b)
The subject annual report, semi-annual report, transition report on Form 10‑K, Form 20‑F, Form 11‑K, Form N‑SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10‑Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
 
(c)
The accountant’s statement or other exhibit required by Rule 12b‑25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10‑K, 20‑F, 11‑K, 10‑Q, 10-D, N‑SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed period.
City Holding Company (the “Registrant”) is not in a position to file its Annual Report on Form 10-K for the period ended December 31, 2018 within the prescribed period without unreasonable effort or expense. The Registrant completed simultaneous acquisitions of Poage Bankshares, Inc.and Farmers Deposit Bancorp, Inc. on December 7, 2018, which has delayed the year-end financial statement closing and audit processes. The Registrant expects to file its Annual Report on Form 10-K for the year ended December 31, 2018 no later than fifteen calendar days following the due date of the Form 10-K.
PART IV - OTHER INFORMATION

(1)    Name and telephone number of person to contact in regard to this notification:
     David L. Bumgarner             304         769-1169        
(Name)          (Area Code)          (Telephone Number)

(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
Yes [ X ] No [ ]
                                                    
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes [ ] No [ X ]

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
                                                    





City Holding Company                    
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 1, 2019            By:    /s/ David L. Bumgarner                    
David L. Bumgarner
Senior Vice President, Chief Financial Officer and
Principal Accounting Officer


INSTRUCTION: This form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).