FFIN Insider Update: 839 RSUs Converted to Deferred Units for CRO

Rhea-AI Filing Summary

Randall Allen Roewe, Chief Risk Officer and director of First Financial Bankshares Inc. (FFIN), reported a transaction dated 08/16/2025 in which 839 restricted stock units vested and were exchanged for 839 deferred stock units under the company’s Supplemental Executive Retirement Plan (SERP). The Form 4 shows a disposition of 839 RSUs and the receipt of 839 deferred stock units payable upon the reporting person’s termination. Following the reported transaction, Mr. Roewe directly beneficially owns 33,315 shares of common stock and 3,757 deferred stock units tied to common stock. The form was signed by an attorney-in-fact on 08/19/2025.

Positive

• Deferral into SERP retains executive alignment by preserving equity-linked benefits until termination
• No market sale reported, so the transaction did not increase public float or indicate immediate insider selling

Negative

• Reduction in vested RSUs reported as a disposition (839 RSUs), decreasing immediately vested equity holdings
• Limited visibility on valuation or timing of eventual payout since deferred units are payable upon termination

Insights

Financial Analyst

TL;DR: Transaction is a routine executive deferral with limited immediate market impact; ownership changes are administrative.

The filing documents a standard deferral of vested restricted stock units into deferred stock units under the company SERP. This preserves economic exposure for the executive while deferring receipt until termination, and does not indicate a sale of underlying shares into the market. The change reduces immediately available equity but leaves reported beneficial ownership largely intact at 33,315 shares plus deferred units. For most investors this is neutral, absent additional equity transactions or patterned insider selling.

Corporate Governance Expert

TL;DR: Governance action reflects planned executive benefit administration rather than a governance concern.

The exchange of 839 vested RSUs for deferred stock units under the amended SERP appears to be an administrative implementation of executive compensation policy. The filing shows appropriate disclosure of the disposition and the nature of the indirect interest. There is no indication of unusual acceleration, related-party transfers, or deviations from ordinary award terms disclosed in this Form 4.

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

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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^*

Roewe Randall Allen

(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)
	Chief Risk Officer

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		839(1)	D	(1)	33,315	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
Deferred Stock Units	(1)	08/16/2025		A		839		(1)	(1)	Common Stock	839	(1)	3,757	D

Explanation of Responses:

1. In connection with the vesting on August 16, 2025, of 839 restricted stock units previously granted to the reporting person, the reporting person's receipt of 839 shares of common stock was deferred resulting in the reporting person's receipt instead of 839 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 839 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.

	By: Michelle S. Hickox Attorney in Fact for Randall Allen Roewe	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Randall Allen Roewe report on Form 4 for FFIN?

He reported that 839 restricted stock units vested on 08/16/2025 and were exchanged for 839 deferred stock units under the company's SERP.

How many common shares does the reporting person own after the transaction?

The Form 4 shows 33,315 common shares beneficially owned following the reported transaction.

How many deferred stock units were reported?

The filing reports 3,757 deferred stock units tied to common stock after the exchange.

Was a sale of shares reported in this Form 4 for FFIN?

No sale of shares was reported; the transaction is an administrative disposition of RSUs in exchange for deferred stock units.

When was the Form 4 signed and filed?

The signature block shows the form signed by an attorney-in-fact on 08/19/2025.