Form 8-K

8-K — FIRST FINANCIAL BANKSHARES INC

Accession: 0001193125-26-187827

Filed: 2026-04-29

Period: 2026-04-28

CIK: 0000036029

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ffin-20260428.htm (Primary)

EX-99.1 (ffin-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ffin-20260428.htm · Sequence: 1

8-K

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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 28, 2026

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 28, 2026, 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 2027 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

108,412,469

2,073,247

David L. Copeland

107,215,734

3,269,982

Sally Pope Davis

109,796,816

688,900

Michael B. Denny

109,801,149

684,567

F. Scott Dueser

109,029,741

1,455,975

Murray H. Edwards

106,861,853

3,623,863

Geoff Haney

110,012,056

473,660

Eli Jones, Ph.D.

109,434,868

1,050,848

I. Tim Lancaster

104,350,901

6,134,815

Kade L. Matthews

108,566,159

1,919,557

Robert C. Nickles

108,239,063

2,246,653

Blake Poutra

110,039,940

445,776

Lota S. Zoth

109,994,472

491,244

There were 18,114,378 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, 2026 by a vote of 126,353,649 for, 2,020,446 against and 225,999 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 2026 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”

by a vote of 101,942,536 for, 4,885,300 against and 3,657,880 abstained. There were 18,114,378 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 28, 2026 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 28, 2026

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 28, 2026

By:

/s/ David W. Bailey

DAVID W. BAILEY

President and Chief Executive Officer

EX-99.1

Filename: ffin-ex99_1.htm · Sequence: 2

EX-99.1

For immediate release

For More Information:

David Bailey, President & CEO

325.627.7155

FIRST FINANCIAL ANNOUNCES BOARD ELECTION AND

INCREASED DIVIDEND AT ANNUAL MEETING

ABILENE, Texas, April 28, 2026 – First Financial Bankshares, Inc. (NASDAQ: FFIN) – In connection with the 2026 Annual Shareholders’ Meeting, the Board of Directors of First Financial Bankshares, Inc. today declared a $0.22 per share cash dividend for the second quarter, which represents a 15.8 percent increase and will be paid to shareholders of record on June 12, 2026, with payment set for July 1, 2026.

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, Executive Chairman of First Financial Bankshares, Abilene; Murray Edwards, Principal, The Edwards Group, Clyde; Geoff Haney, former CEO & partner of Cape & Son, 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 Lota Zoth, former Chief Financial Officer of MedImmune, Inc., Abilene.

Johnny E. Trotter, President and CEO, Livestock Investors, Ltd., Hereford, who retired from the board of directors after 32 years of service, was recognized for his 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.

At the shareholder luncheon, Tom Michaud, President and CEO of Keefe, Bruyette & Woods delivered a presentation where he discussed the regional banking sector and provided insights into the Company’s strong performance. Also at the luncheon, Horst Schulze, founder of The Ritz-Carlton Hotel Company and Capella Hotels and Resorts, was recognized for his extraordinary efforts and seven-year partnership in helping to elevate the Bank’s customer service first program.

“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 David Bailey, President and CEO. “We appreciate so many of our shareholders that attended the annual meeting both in person and via the live webcast. Additionally, we were honored to have our close friends, Tom Michaud and Horst Schulze, in attendance to participate in the meeting and luncheon,” added Mr. Bailey.

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.

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