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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

      
     CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 29, 2025

First Financial Bankshares, Inc.

(Exact name of registrant as specified in its Charter)


Texas	0-07674	75-0944023
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

	400 Pine Street, Abilene, Texas 79601
	(Address of Principal Executive Offices and Zip Code)

	Registrant’s Telephone Number (325) 627-7155

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐		Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13 e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	FFIN	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) On April 29, 2025, the annual meeting of shareholders of the Company was held in Abilene, Texas.

(b) The following is a summary of the matters voted on at the annual meeting:

(1) The following directors were elected at the annual meeting to hold office until the 2026 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:


Director	Votes For		Votes Withheld
Vianei Lopez Braun		101,938,137		3,839,613
David L. Copeland		101,695,066		4,082,684
Sally Pope Davis		105,437,110		340,640
Michael B. Denny		105,526,297		251,453
F. Scott Dueser		103,322,638		2,455,112
Murray H. Edwards		99,928,185		5,849,565
Geoff Haney		105,626,875		150,875
Eli Jones, Ph.D.		105,442,410		335,340
I. Tim Lancaster		98,442,394		7,335,356
Kade L. Matthews		103,908,676		1,869,074
Robert C. Nickles		102,049,263		3,728,487
Blake Poutra		105,564,167		213,583
Johnny E. Trotter		101,416,959		4,360,791

There were 19,707,973 broker non-votes.

(2) The shareholders voted to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025 by a vote of 124,325,983 for, 1,065,995 against and 93,745 abstained. There were no broker non-votes.

(3) The shareholders approved the following resolution:

“RESOLVED, that the shareholders of First Financial Bankshares, Inc. hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”

by a vote of 99,820,259 for, 5,454,002 against and 503,489 abstained. There were 19,707,973 broker non-votes.

ITEM 7.01 REGULATION FD DISCLOSURE

Attached as exhibit 99.1 to this Form 8-K is the press release dated April 29, 2025 announcing items discussed and the results of the Annual Meeting of Shareholders of the Company and the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release dated April 29, 2025

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


		FIRST FINANCIAL BANKSHARES, INC.
		(Registrant)

DATE: April 29, 2025	By:	/s/ F. Scott Dueser
		F. SCOTT DUESER
		Chairman and Chief Executive Officer

EX-99.1 2 ffin-ex99_1.htm EX-99.1 EX-99.1

     For immediate release

     For More Information:
Michelle S. Hickox, EVP & Chief Financial Officer  325.627.7155

FIRST FINANCIAL ANNOUNCES BOARD ELECTION AND

INCREASED DIVIDEND AT ANNUAL MEETING

ABILENE, Texas, April 29, 2025 – First Financial Bankshares, Inc. (NASDAQ: FFIN) – In connection with the 2025 Annual Shareholders’ Meeting, the Board of Directors of First Financial Bankshares, Inc. today declared a $0.19 per share cash dividend for the second quarter, which represents a 5.6 percent increase and will be paid to shareholders of record on June 16, 2025, with payment set for July 1, 2025.

At the Annual Shareholders’ Meeting, shareholders elected thirteen members to the Board of Directors. The elected directors are Vianei Lopez Braun, Attorney, Decker Jones, P.C., Fort Worth; David Copeland, President, SIPCO, Inc., and Shelton Family Foundation, Abilene; Sally Pope Davis, Retired Managing Director of Goldman Sachs, New York: Mike Denny, President of Batjer and Associates, Inc., Abilene; Scott Dueser, Chairman and CEO of First Financial Bankshares, Abilene; Murray Edwards, Principal, The Edwards Group, Clyde; Geoff Haney, Dean of the Walter Johnson School of Business at McMurry University, Abilene; Eli Jones, Ph.D., Professor, Texas A&M University Mays School of Business, Montgomery; Tim Lancaster, former President and CEO of Hendrick Health System, Lubbock; Kade Matthews, ranching and investments, Clarendon; Robert Nickles, Jr., Executive Chairman of Alegacy Group, LLC, Houston; Blake Poutra, Managing Partner and Principal at Big Enrichment, Spring; and Johnny E. Trotter, President and CEO, Livestock Investors, Ltd., Hereford.

April Anthony, CEO of VitalCaring Group and Managing Partner, Anthony Family Investment Partners, LTD, Dallas, who retired from the board of directors after 10 years of service, was recognized for her leadership on the board.

In other business, shareholders ratified the Board's selection of Ernst & Young LLP as the Company's independent auditors and approved the advisory vote on compensation of named executive officers.

"We are pleased to announce this increase in our quarterly cash dividend and appreciate our shareholders for electing the Board of Directors, ratifying the Company's auditors and passing the proposal on executive compensation," said F. Scott Dueser, Chairman and CEO. "We were honored to have so many of our shareholders that attended the annual meeting both in person and via the live webcast,” added Mr. Dueser.

About First Financial Bankshares, Inc.

Headquartered in Abilene, Texas, First Financial Bankshares, Inc., is a financial holding company that, through its subsidiary, First Financial Bank, operates multiple banking regions with 79 locations in Texas, including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Bryan, Burleson, College Station, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, El Campo, Fort Worth, Franklin, Fulshear, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Kingwood, Lumberton, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Palacios, Port Arthur, Ranger, Rising Star, Roby, San Angelo, Southlake, Spring, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. First Financial Bankshares, Inc., also operates First Financial Trust & Asset Management Company, with nine locations, and First Technology Services, Inc., a technology operating company.

First Financial Bankshares, Inc., is listed on The NASDAQ Global Select Market under the trading symbol FFIN. For more information about First Financial Bankshares, Inc., please visit our website at http://www.ffin.com.

*****

Certain statements contained herein may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of the management of First Financial Bankshares, Inc. (the “Company”), as well as assumptions made beyond information currently available to the Company’s management, and may be, but not necessarily are, identified by such words as “expect”, “plan”, “anticipate”, “target”, “forecast” and “goal”. Because such "forward-looking statements" are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the Company's expectations include competition from other financial institutions and financial holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. Other key risks are described in the Company’s reports filed with the Securities and Exchange Commission, which may be obtained under “Investor Relations-Documents/Filings” on the Company's website or by writing or calling the Company at 325.627.7155. Except as otherwise stated in this news announcement, the Company does not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.