First Financial Bankshares (FFIN) CEO defers vested performance stock

Rhea-AI Filing Summary

FIRST FINANCIAL BANKSHARES INC CEO and President David William Bailey reported compensation-related equity transactions with no open-market trading. On March 13, 2026, he received 2,878 deferred stock units linked to common stock in connection with vesting of previously granted performance stock units.

Footnotes explain that 2,878 performance stock units vested into common stock and, instead of taking those shares directly, Bailey deferred receipt into the company’s Supplemental Executive Retirement Plan as deferred stock units. As part of this process, 2,878 common shares were issued and an equal number were disposed back to the issuer.

Following these transactions, Bailey directly holds 20,872 shares of common stock and 6,581 deferred stock units. The filing reflects routine equity compensation and deferral elections rather than discretionary buying or selling of shares in the market.

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)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		A		2,878(1)	A	(1)	23,750	D
Common Stock	03/13/2026		D		2,878(2)	D	(2)	20,872	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	(2)	03/13/2026		A		2,878		(2)	(2)	Common Stock	2,878	(2)	6,581	D

Explanation of Responses:

1. Represents shares of common stock issued upon the vesting of outstanding performance stock units that were subject to performance criteria other than the issuer's stock price.

2. In connection with the vesting of performance stock units previously granted on August 16, 2023, Mr. Bailey's receipt of 2,878 shares of common stock was deferred resulting in Mr. Bailey's receipt instead of 2,878 shares of deferred stock units into the First Financial Bankshares, Inc. Supplemental Executive Retirement Plan, as amended and restated effective July 26, 2022 (the "SERP"). Mr. Bailey is therefore reporting the disposition of 2,878 performance stock units in exchange for an equal number of shares of deferred stock units under the SERP, which are payable upon Mr. Bailey's termination of employment.

	By: Michelle S. Hickox Attorney in Fact for David W. Bailey	03/17/2026
	** 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 insider transactions did FFIN CEO David William Bailey report?

David William Bailey reported equity compensation activity, not market trades. On March 13, 2026, 2,878 performance stock units vested and were converted into 2,878 deferred stock units under the Supplemental Executive Retirement Plan, with an equivalent number of common shares issued and then returned to the issuer.

Did the FFIN CEO buy or sell shares on the open market in this Form 4?

The filing shows no open-market purchases or sales. All transactions involve vesting of performance stock units, issuance of common stock, and deferral into deferred stock units under a retirement plan, with shares disposed back to the issuer as part of that internal compensation process.

How many deferred stock units does the FFIN CEO hold after these transactions?

After these transactions, David William Bailey holds 6,581 deferred stock units. This includes the 2,878 new deferred stock units received on March 13, 2026, in connection with vesting performance stock units and his deferral election into the Supplemental Executive Retirement Plan.

What is the FFIN CEO’s direct common stock ownership after the Form 4 activity?

Following the reported transactions, David William Bailey directly owns 20,872 shares of First Financial Bankshares common stock. This reflects the net position after 2,878 shares were issued and an equal number were disposed back to the issuer as part of the deferral arrangement.

What do the performance stock unit vesting details mean for FFIN shareholders?

The vesting reflects previously granted performance stock units that met non-stock-price performance criteria. For shareholders, this is a routine compensation event, converting awards into deferred stock units and common shares, rather than a new discretionary decision by the CEO to buy or sell stock.

How are the FFIN CEO’s deferred stock units paid out in the future?

The deferred stock units reported here are credited under the Supplemental Executive Retirement Plan and are payable upon David William Bailey’s termination of employment. This structure defers receipt of the underlying value, aligning part of his compensation with long-term service and company performance.