FFIN Form 4: CEO Defers 3,464 Vested RSUs into SERP

Rhea-AI Filing Summary

F. Scott Dueser, Chairman and CEO and a director of First Financial Bankshares, Inc. (FFIN), reported a transaction dated 08/16/2025. 3,464 restricted stock units vested and were exchanged for 3,464 deferred stock units under the company’s Supplemental Executive Retirement Plan (SERP), with those deferred units payable upon his termination. The Form 4 reports a beneficial ownership position that includes 3,464 deferred stock units and indirect holdings reported as 517,739 shares by trusts, 471,004 shares by a family limited partnership, and 408,310 shares by a separate family limited partnership. The Form 4 was signed by Michelle S. Hickox as attorney-in-fact on 08/19/2025.

Insights

Corporate Governance Expert

TL;DR: CEO disclosed conversion of vested RSUs into SERP deferred stock units; significant indirect holdings are reported.

The filing documents an internal executive compensation settlement: 3,464 restricted stock units vested and were converted into deferred stock units under the company’s amended Supplemental Executive Retirement Plan. This is a routine Section 16 disclosure recording the timing and form of settlement and the number of deferred units credited. The report also lists substantial indirect beneficial ownership through trusts and family limited partnerships, which is relevant to control and voting considerations and should be monitored for any future dispositive transactions.

Securities Compliance Analyst

TL;DR: Form 4 properly discloses vesting and deferral; document appears compliant and timely.

The Form 4 identifies the reporting person, relationship to issuer (Chairman and CEO and director), transaction date (08/16/2025), and method of settlement (exchange of 3,464 restricted stock units for 3,464 deferred stock units under the SERP). The filing includes the required breakdown of indirect holdings and an explanatory footnote about trust and partnership ownership and disclaimers of beneficial ownership where applicable. From a compliance perspective, the form contains the necessary detail for Section 16 reporting and was executed by an attorney-in-fact on 08/19/2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DUESER F SCOTT

(Last) (First) (Middle)

P. O. BOX 701

(Street)

ABILENE TX 79604-0701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST FINANCIAL BANKSHARES INC [ FFIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/16/2025		D		3,464(2)	D	(2)	517,739	I	By Trust(1)
Common Stock								471,004	I	By Partnership(3)
Common Stock								408,310	I	By Partnership(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(2)	08/16/2025		A		3,464		(2)	(2)	Common Stock	3,464	(2)	50,370	D

Explanation of Responses:

1. Represents shares held by several trusts of which Mr. Dueser is trustee, settlor and beneficiary.

2. In connection with the vesting on August 16, 2025, of 3,464 restricted stock units previously granted to the reporting person, the reporting person's receipt of 3,464 shares of common stock was deferred resulting in the reporting person's receipt instead of 3,464 shares of deferred stock units into the First Financial Bankshares, Inc. Supplemental Executive Retirement Plan, as amended and restated effected July 26, 2022 (the "SERP"). The reporting person is therefore reporting the disposition of 3,464 restricted stock units in exchange for an equal number of deferred stock units under the SERP, which are payable upon the reporting person's termination.

3. Represents shares that are owned by a family limited partnership of which Mr. Dueser serves as manager of the general partner and to which he disclaims beneficial ownership with respect to 353,253 shares. This report should not be deemed an admission that Mr. Dueser is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

4. Represents shares that are owned by a family limited partnership of which Mr. Dueser serves as manager of the general partner and to which he disclaims beneficial ownership with respect to 291,125 shares. This report should not be deemed an admission that Mr. Dueser is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

	By: Michelle S. Hickox Attorney in Fact for F. Scott Dueser	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transaction did F. Scott Dueser report on Form 4 for FFIN?

He reported the vesting of 3,464 restricted stock units on 08/16/2025 and their exchange for 3,464 deferred stock units under the company's SERP.

How many deferred stock units does the filing show after the transaction?

The filing shows 3,464 deferred stock units credited in connection with the vesting event and reports 50,370 deferred stock units beneficially owned following the transactions.

What indirect holdings does the Form 4 disclose for Mr. Dueser?

The Form 4 discloses indirect holdings of 517,739 shares by trusts, 471,004 shares by one family limited partnership, and 408,310 shares by another family limited partnership.

What is the reporting person's relationship to First Financial Bankshares (FFIN)?

F. Scott Dueser is reported as Chairman and CEO and a director of First Financial Bankshares, Inc.

When was the Form 4 signed and by whom?

The Form 4 was signed by Michelle S. Hickox as Attorney-in-Fact for F. Scott Dueser on 08/19/2025.