[Form 4] First Financial Bankshares Inc Insider Trading Activity

Rhea-AI Filing Summary

David W. Bailey, President and director of First Financial Bankshares, Inc. (FFIN), reported multiple equity transactions on 08/14/2025. He was granted 3,294 restricted stock units (RSUs) that vest in three approximately equal installments on each anniversary of the grant date, and 11,062 employee stock options with a $36.43 exercise price that vest 33.33% after one year, 66.66% after two years and 100% after three years.

Also on 08/14/2025, 728 previously granted RSUs vested and were not received as shares but were converted into 728 deferred stock units under the company’s Supplemental Executive Retirement Plan (SERP); those deferred units are payable upon termination. Following the reported transactions, Mr. Bailey beneficially owned 18,238 shares and 11,062 options.

Positive

• Grant of 3,294 RSUs with multi-year vesting increases executive alignment with long-term performance
• 11,062 stock options granted at a $36.43 exercise price with staged vesting provides long-term retention incentives
• Deferral of 728 vested RSUs into deferred stock units under the SERP delays share issuance and aligns with executive retirement planning

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity awards and deferral; limited immediate liquidity impact.

The filing documents standard compensation-related activity: a grant of 3,294 RSUs, a grant of 11,062 stock options at a $36.43 strike price with a three-year vesting schedule, and the deferral of 728 vested RSUs into deferred stock units under the SERP. These actions increase the reporting person’s long-term equity exposure and align pay with multi-year service, while the deferred units postpone share issuance until termination. No cash proceeds or open-market trades are reported.

Corporate Governance Expert

TL;DR: Compensation and deferral steps reflect governance of executive pay and benefit plan use.

The report shows use of time-based equity grants and the company’s SERP for deferral, which are common governance mechanisms to retain executives and defer taxation. Vesting schedules for both RSUs and options create multi-year retention incentives. The conversion of vested RSUs into deferred stock units under the SERP is disclosed clearly, including the plan amendment effective July 26, 2022. There are no indications of related-party sales or unusual transactions in this filing.

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^*

Bailey David William

(Last) (First) (Middle)

P O BOX 701

(Street)

ABILENE TX 79604

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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		3,294(1)	A	$0	18,966	D
Common Stock	08/14/2025		D		728(2)	D	(2)	18,238	D

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
Employee Stock Option, Right to Buy	$36.43	08/14/2025		A		11,062		(3)	08/14/2035	Common Stock	11,062	$36.43	11,062	D
Deferred Stock Units	(2)	08/14/2025		A		728		(2)	(2)	Common Stock	728	(2)	2,837	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. In connection with the vesting on August 14, 2025, of 728 restricted stock units previously granted to the reporting person, the reporting person's receipt of 728 shares of common stock was deferred resulting in the reporting person's receipt instead of 728 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 728 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. The options vest 33.33% after one year from the grant date, 66.66% after the second year, and 100% after the third year.

	By: Michelle S. Hickox Attorney in Fact for David W. Bailey	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 equity awards did David W. Bailey report on Form 4 for FFIN?

The report shows a grant of 3,294 RSUs, 11,062 employee stock options at a $36.43 exercise price, and conversion of 728 vested RSUs into deferred stock units under the SERP.

When do the granted options and RSUs vest?

The RSUs vest in three approximately equal installments on each anniversary of the grant date; the options vest 33.33% after one year, 66.66% after two years, and 100% after three years.

What happened to the 728 vested RSUs?

Those 728 vested RSUs were not issued as shares but were exchanged for 728 deferred stock units credited to the First Financial Bankshares, Inc. SERP, payable upon termination.

How many shares and options does Mr. Bailey beneficially own after the transactions?

Following the reported transactions, Mr. Bailey beneficially owned 18,238 shares of common stock and 11,062 options.

What is the exercise price and expiration for the options reported?

The employee stock options have an exercise price of $36.43 and an expiration date of 08/14/2035.