Dividend raised 15.8% as First Financial (NASDAQ: FFIN) board re-elected

Rhea-AI Filing Summary

First Financial Bankshares, Inc. held its annual shareholders’ meeting in Abilene, Texas on April 28, 2026, where all thirteen nominated directors were elected. Shareholders also ratified Ernst & Young LLP as independent auditors and approved the advisory vote on executive compensation.

In connection with the meeting, the Board declared a $0.22 per share cash dividend for the second quarter, a 15.8 percent increase. The dividend will be paid to shareholders of record on June 12, 2026, with payment scheduled for July 1, 2026.

Positive

• Dividend increase: The Board declared a $0.22 per share second-quarter cash dividend, representing a 15.8 percent increase, enhancing cash returns to shareholders.
• Strong shareholder support: Shareholders elected all thirteen director nominees, ratified Ernst & Young LLP as auditors, and approved the advisory vote on executive compensation.

Negative

• None.

Insights

Bank equity analyst

Dividend up 15.8% alongside routine annual meeting approvals.

First Financial Bankshares combined its 2026 annual meeting with a sizable dividend increase. The Board declared a $0.22 per share second-quarter dividend, a 15.8% rise, signaling management’s willingness to return more capital to shareholders.

All thirteen directors on the slate were elected, shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, and they approved the advisory vote on named executive officer compensation. These voting outcomes suggest broad shareholder support for current governance and pay structures.

The press release notes a shareholder luncheon where outside speakers discussed the regional banking sector and the Company’s performance. Future periodic filings will provide the financial detail needed to assess how sustainably the higher dividend aligns with earnings and capital levels.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Quarterly dividend: $0.22 per share Dividend increase: 15.8 percent Dividend record date: June 12, 2026 +4 more

7 metrics

Quarterly dividend $0.22 per share Second quarter 2026 cash dividend declared

Dividend increase 15.8 percent Increase in quarterly cash dividend vs prior level

Dividend record date June 12, 2026 Shareholders of record eligible for Q2 2026 dividend

Dividend payment date July 1, 2026 Scheduled payment date for Q2 2026 dividend

Auditor ratification votes for 126,353,649 shares Votes for Ernst & Young LLP as 2026 auditors

Say-on-pay votes for 101,942,536 shares Advisory approval of executive compensation

Broker non-votes on director election 18,114,378 shares Broker non-votes reported for director election and say-on-pay

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, Regulation FD, +1 more

5 terms

broker non-votes financial

"There were 18,114,378 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis regulatory

"hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers"

Regulation FD regulatory

"ITEM 7.01 REGULATION FD DISCLOSURE"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

named executive officers financial

"the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

false000003602900000360292026-04-282026-04-28

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

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.

FAQ

What dividend did First Financial Bankshares (FFIN) declare at the 2026 annual meeting?

First Financial Bankshares declared a $0.22 per share cash dividend for the second quarter of 2026, a 15.8 percent increase. It will be paid to shareholders of record on June 12, 2026, with payment scheduled for July 1, 2026.

Were First Financial Bankshares (FFIN) director nominees elected at the 2026 annual meeting?

Yes, shareholders elected thirteen directors to the Board at the 2026 annual meeting. Nominees including Vianei Lopez Braun, F. Scott Dueser, and others received more votes for than withheld, confirming their election to serve until the 2027 annual meeting.

Did First Financial Bankshares (FFIN) shareholders ratify the independent auditors for 2026?

Shareholders ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The ratification vote was 126,353,649 shares for, 2,020,446 against, and 225,999 abstentions, with no broker non-votes reported.

How did First Financial Bankshares (FFIN) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of named executive officers. The resolution received 101,942,536 votes for, 4,885,300 against, and 3,657,880 abstentions, with 18,114,378 broker non-votes, indicating support for the disclosed pay programs.

What other key items were highlighted at First Financial Bankshares’ 2026 annual meeting?

In addition to governance votes and the dividend increase, shareholders attended a luncheon featuring Tom Michaud discussing the regional banking sector and recognizing Horst Schulze for his seven-year partnership in enhancing the bank’s customer service-first program.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 16.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 31.2 KB