First Financial (FFIN) insider filing: CEO receives RSUs, defers vested units

Rhea-AI Filing Summary

F. Scott Dueser, Chairman and CEO of First Financial Bankshares, Inc. (FFIN), reported transactions on Form 4 showing equity awards and shifts in holdings. He was granted 12,352 restricted stock units (RSUs) on 08/14/2025 that vest in three approximately equal annual installments. On the same date 4,757 RSUs vested but were exchanged for 4,757 deferred stock units under the company’s Supplemental Executive Retirement Plan (SERP), payable upon termination. The filing also discloses substantial indirect holdings: 525,960 shares held by trusts for which he is trustee/settlor/beneficiary and additional partnership-held positions of 471,004 and 408,310 shares where he serves as manager and disclaims beneficial ownership for portions noted.

Positive

• 12,352 RSU grant awarded on 08/14/2025, which vests in three approximately equal annual installments
• 4,757 vested RSUs were deferred into the SERP as 4,757 deferred stock units, deferring payout until termination
• Substantial indirect holdings disclosed: 525,960 shares held by trusts and large partnership positions (471,004 and 408,310) showing significant alignment with company equity

Negative

• None.

Insights

Financial Analyst

TL;DR: Compensation-related equity grant with deferral; does not materially change effective ownership.

The 12,352 RSU grant increases potential future equity compensation and vests over three years, aligning executive incentives with shareholder outcomes. The conversion of 4,757 vested RSUs into deferred stock units under the SERP defers taxable and cash settlement events until termination, indicating a routine executive compensation election rather than an immediate sale. Reported indirect holdings via trusts and partnerships represent substantial economic exposure to FFIN while disclaimers limit reported beneficial ownership for certain partnership shares. Overall, these transactions are compensation- and estate-structure driven and appear routine.

Corporate Governance Expert

TL;DR: Governance signal: standard CEO equity grant and use of deferral plan; disclosures are consistent with governance norms.

The filing documents a standard restricted stock unit award and an internal deferral into the company SERP on vesting. Use of trusts and family limited partnerships to hold shares is disclosed with appropriate beneficial ownership disclaimers. The report was filed by an attorney-in-fact and includes explanations for vesting and deferral mechanics. From a governance perspective, this is routine insider compensation and estate planning disclosure without indications of atypical related-party transactions or governance red flags in the filing text.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider DUESER F SCOTT

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	4,757	$0.00	--
Grant/Award	Common Stock	12,352	$0.00	--
Disposition	Common Stock	4,757	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Deferred Stock Units — 46,906 shares (Direct); Common Stock — 525,960 shares (Indirect, By Trust)

Footnotes (1)

1. Reflects grant of restricted stock units (RSUs) which vest in three approximately equal installments on each of the three anniversaries of the grant date. Represents shares held by several trusts of which Mr. Dueser is trustee, settlor and beneficiary. In connection with the vesting on August 14, 2025, of 4,757 restricted stock units previously granted to the reporting person, the reporting person's receipt of 4,757 shares of common stock was deferred resulting in the reporting person's receipt instead of 4,757 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 4,757 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
08/14/2025

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	08/14/2025		A		12,352(1)	A	$0	525,960	I	By Trust(2)
Common Stock	08/14/2025		D		4,757(3)	D	(3)	521,203	I	By Trust(2)
Common Stock								471,004	I	By Partnership(4)
Common Stock								408,310	I	By Partnership(5)

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	(3)	08/14/2025		A		4,757		(3)	(3)	Common Stock	4,757	(3)	46,906	D

Explanation of Responses:

1. Reflects grant of restricted stock units (RSUs) which vest in three approximately equal installments on each of the three anniversaries of the grant date.

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

3. In connection with the vesting on August 14, 2025, of 4,757 restricted stock units previously granted to the reporting person, the reporting person's receipt of 4,757 shares of common stock was deferred resulting in the reporting person's receipt instead of 4,757 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 4,757 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.

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 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.

5. 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	08/18/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What RSU award did F. Scott Dueser receive on 08/14/2025?

He was granted 12,352 restricted stock units (RSUs) on 08/14/2025 that vest in three approximately equal installments.

What happened to the 4,757 vested RSUs on 08/14/2025?

The 4,757 vested RSUs were exchanged for 4,757 deferred stock units under the First Financial Bankshares, Inc. Supplemental Executive Retirement Plan (SERP).

How many shares does Dueser report as held by trusts and partnerships?

The filing reports 525,960 shares held by trusts and additional partnership-held positions of 471,004 and 408,310 shares, with disclaimers on certain partnership portions.

What is the nature of Dueser’s indirect ownership in trusts and partnerships?

He is reported as trustee, settlor and beneficiary of the trusts and as manager of the general partner of family limited partnerships, with disclaimers of beneficial ownership for specified share amounts.

Who signed the Form 4 filing and when?

The Form 4 was executed by Michelle S. Hickox, Attorney in Fact for F. Scott Dueser on 08/18/2025.