Form 4: FFIN CEO Dueser's Equity Holdings Update

First Financial Bankshares CEO F. Scott Dueser reported changes in his beneficial ownership, including RSU grants and deferrals into a retirement plan.

Summary

• F. Scott Dueser, Chairman and CEO of First Financial Bankshares Inc. (FFIN), reported changes in his beneficial ownership of company common stock and derivative securities.
• On August 14, 2025, Dueser was granted 12,352 restricted stock units (RSUs), which will vest in three approximately equal installments on the grant date's anniversaries.
• Concurrently, 4,757 previously granted restricted stock units vested on August 14, 2025. Instead of receiving common stock, Dueser deferred the receipt of these shares, converting them into 4,757 deferred stock units (DSUs) within the First Financial Bankshares, Inc. Supplemental Executive Retirement Plan (SERP).
• Following these transactions, Dueser's indirect beneficial ownership includes 521,203 shares held by trusts, 471,004 shares by one family limited partnership, and 408,310 shares by another family limited partnership.
• Dueser disclaims beneficial ownership for a portion of the shares held by the family limited partnerships (353,253 shares in one and 291,125 shares in the other).
• He now directly holds 46,906 deferred stock units, which are payable upon his termination.

Sentiment

Score: 7

Explanation: The filing reflects routine executive compensation activities, including RSU grants and deferrals into a retirement plan, which are generally positive for aligning management incentives with long-term company performance. There are no negative implications or red flags.

Positives

• Grant of 12,352 restricted stock units aligns management's interests with long-term shareholder value through future vesting.
• Deferral of 4,757 shares into the Supplemental Executive Retirement Plan indicates a long-term commitment to the company and a strategic approach to executive compensation.

Future Outlook

The vesting schedule of the granted restricted stock units over three years implies a future commitment, and the deferred stock units are payable upon the reporting person's termination, indicating a long-term retention mechanism.

Management Comments

• 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.
• 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.

Industry Context

This filing details an individual insider transaction, which is a routine disclosure for executive compensation in the financial sector. It reflects standard practices where executives receive equity-based compensation and may defer vested shares into retirement plans.

Comparison to Industry Standards

• This is a standard executive compensation and beneficial ownership disclosure, aligning with common practices in the financial industry where executives receive equity-based compensation (Restricted Stock Units) and may defer vested shares into retirement plans. No specific comparable companies, projects, or results are detailed within this filing.

Corporate Governance

Related Party Transactions

• Shares held indirectly by family limited partnerships where Mr. Dueser serves as manager of the general partner. Mr. Dueser disclaims beneficial ownership for a significant portion of these shares (353,253 shares in one partnership and 291,125 shares in another).

Stakeholder Impact

• Shareholders: The grant of RSUs aligns executive incentives with shareholder value creation over the long term. The deferral into a SERP indicates management's long-term commitment.
• Employees: No direct impact on general employees mentioned.

Next Steps

• Vesting of 12,352 restricted stock units in three approximately equal installments on the three anniversaries of the grant date (August 14, 2025).
• Payment of 46,906 deferred stock units upon the reporting person's termination.

Key Dates

Keywords

FFIN, First Financial Bankshares, F. Scott Dueser, SEC Form 4, Insider Trading, Restricted Stock Units, Deferred Stock Units, Executive Compensation, Beneficial Ownership, Corporate Governance