Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

First Financial Bankshares, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

400 Pine Street

Abilene, Texas 79601
325.627.7038

NOTICE OF THE 2026 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 2026

To our valued shareholders:

We cordially invite you to attend the 2026 annual meeting of shareholders of First Financial Bankshares, Inc., which will be held in the Abilene Convention Center, 1100 North 6th Street, Abilene, Texas, at 10:30 a.m., Central time, on Tuesday, April 28, 2026, for the following purposes:

The record date for the determination of the shareholders entitled to receive notice of and vote at the annual meeting or any adjournments or postponements thereof was the close of business on March 2, 2026. On or about March 20, 2026, we mailed to shareholders of record this notice of the 2026 annual meeting of shareholders, the proxy statement, our annual report on Form 10-K, and our annual report to shareholders, which describes our activities during 2025, a proxy card, and an invitation to attend the annual meeting and our luncheon following the meeting together with RSVP instructions. Our annual report to shareholders and the invitation do not form any part of the materials for solicitation of proxies.

We hope that you will attend the annual meeting in person. We respectfully urge you to vote by proxy as promptly as possible, whether or not you plan to join us at the annual meeting. It is important that your shares be represented. Please take a moment to carefully read this proxy statement and the voting instructions. You may submit your proxy via the internet, by telephone or by mail following the instructions on the proxy card. As always, if you are the record owner of our stock, you may vote by attending the annual meeting in person. You can revoke your proxy at any time prior to the call to order of the annual meeting by following the instructions in the proxy statement.

We will be hosting a luncheon after the annual meeting this year, featuring Tom Michaud, President and CEO of Keefe, Bruyette & Woods, Inc. as the keynote speaker. We kindly request that you confirm your attendance by calling 325.627.7038 or e-mailing [email protected] to RSVP before April 15, 2026.

Our shareholders and any interested individuals that are not able to attend the annual meeting in person may access a live video stream of our annual meeting by visiting www.ffin.com/live-events. Please note that shareholders who wish to vote or ask questions at the annual meeting should plan to attend the annual meeting in person or vote in advance by proxy as the live video stream will not offer the ability to vote or ask questions. A replay of the presentation will be available after the event.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to be Held on April 28, 2026, the proxy statement, 2025 annual report to shareholders, 2025 annual report on Form 10-K, and other proxy information are available free of charge at www.ffin.com/sec.

FIRST FINANCIAL BANKSHARES, INC.

PROXY STATEMENT

TABLE OF CONTENTS

Forward-Looking Statements and Website References: This proxy statement contains forward-looking statements. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "target," "projects," "outlook," "forecast," "will," "may," "could," "should," "can," and similar references to future periods. In particular, forward-looking statements include, but are not limited to, statements we make about our expectations for our operations and business and our corporate responsibility progress, plans, and goals (including environmental and human capital matters). Forward-looking statements are not based on historical facts, but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions. The inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company's filings with the Securities and Exchange Commission. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from our forward-looking statements due to several factors. Factors that could cause our actual results to differ materially from our forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2025. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, and notwithstanding any historical practice of doing so, except as may be required by law. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

PROXY SUMMARY

This proxy summary highlights important information contained elsewhere in the proxy statement. Since it does not contain all the information you should consider before voting your shares, please read the entire proxy statement carefully before voting.

General Information About the Meeting

How to Vote

Shareholders of record as of the close of business on March 2, 2026 may vote.

Your vote is important. Please submit your proxy as soon as possible via the internet, mail or telephone. If your shares are held by a broker, it is important that you provide instructions to your broker so that your vote is counted on all matters.

Proposals

First Financial Bankshares, Inc.- 1- 2026 Proxy Statement

FIRST FINANCIAL BANKSHARES, INC.

400 Pine Street

Abilene, Texas 79601

325.627.7038

PROXY STATEMENT

2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 28, 2026

INTRODUCTION

The Board of Directors of First Financial Bankshares, Inc. hereby solicits your proxy for use at the 2026 annual meeting of our shareholders and any continuation of the meeting if it is adjourned. The annual meeting will be held in the Abilene Convention Center, 1100 North 6th Street, Abilene, Texas, at 10:30 a.m., Central time, on Tuesday, April 28, 2026.

We kindly request that you confirm your attendance by calling 325.627.7038 or e-mailing [email protected] to RSVP by April 15, 2026.

Our shareholders and any interested individuals that are not able to attend the annual meeting in person may access a live video stream of our annual meeting by visiting www.ffin.com/live-events. Please note that shareholders that wish to vote or ask questions at the annual meeting should plan to attend the meeting in person or vote in advance by proxy as the live video stream will not offer the ability to vote or ask questions. A replay of the presentation will be available after the event.

Our principal executive office is located at 400 Pine Street, Suite 410, Abilene, Texas 79601. Our telephone number is 325.627.7038.

On or about March 20, 2026, we mailed to shareholders of record as of the close of business on March 2, 2026, the record date for the annual meeting, this notice of the 2026 annual meeting of shareholders, the proxy statement, our annual report on Form 10-K, and our 2025 annual report to shareholders, which describes our activities during 2025, a proxy card, and an invitation to attend the annual meeting and our luncheon following the meeting together with RSVP instructions. Our annual report to shareholders and the invitation do not form any part of the materials for solicitation of proxies. You should read our entire proxy statement carefully before voting.

In this proxy statement, First Financial Bankshares, Inc. is referred to as "FFIN," "First Financial," "we," "us," or the "Company," First Financial Bank is referred to as the "Bank," and First Financial Trust & Asset Management Company is referred to as the "Trust Company."

First Financial Bankshares, Inc.- 2- 2026 Proxy Statement

VOTING OF SECURITIES

Important Voting Information

You may only vote if you hold shares directly in your own name.

If your shares are held in the name of a bank, broker, or another nominee, you are considered the beneficial owner of these shares, and your shares are held in "street name." The proxy materials, including any proxy cards or voting instructions, are being forwarded to you by your broker or another nominee. As the beneficial owner, you have the right to direct your broker concerning how to vote your shares by using the voting instructions your broker included in the mailing or by following its instructions for voting. Pursuant to the rules of The Nasdaq Stock Market LLC ("Nasdaq"), you must instruct your broker how you wish your shares to be voted on all non-routine matters. If you did not receive the meeting invitation, please contact your broker because the invitations were sent with the annual report to the brokerage firm.

We are providing this proxy statement to the shareholders of First Financial Bankshares, Inc. in connection with the solicitation of proxies by its Board of Directors for use at the 2026 annual meeting of shareholders of First Financial Bankshares, Inc. to be held at 10:30 a.m., Central time, on Tuesday, April 28, 2026, including any adjournments or postponements of the meeting.

You should read our entire proxy statement carefully before voting.

Voting Procedures. Shareholders of record may vote by:

If your shares are held in "street name," you should contact the broker, bank, or other nominee holding your shares in "street name" and follow the voting procedures that they provide to you.

Voting Rule. Your broker is not permitted to vote on your behalf on the election of directors or the advisory vote on compensation paid to our named executive officers unless you provide specific instructions by following the instructions from your broker about voting your shares by telephone or Internet or completing and returning the voting instruction card. For your vote to be counted, you will need to communicate your voting decisions to your bank, broker, or other holder of record sufficiently in advance of the date of the annual meeting in accordance with the instructions you receive from them.

Your Participation in Voting the Shares You Own is Important. Voting your shares is important to ensure that you have a say in the governance of the Company. Please review the proxy materials and follow the relevant instructions to vote your shares. We encourage you to exercise your rights and fully participate as a shareholder.

More Information is Available. If you have any questions about the proxy voting process in general, please contact the bank, broker, or other holder of record through which you hold your shares.

First Financial Bankshares, Inc.- 3- 2026 Proxy Statement

Record Date

Our Board of Directors has established the close of business on March 2, 2026, as the record date for determining the shareholders entitled to notice of, and to vote at, the annual meeting. On the record date, we had 143,228,602 common shares outstanding. Each of our shareholders is entitled to one vote for each common share held as of the record date.

Quorum

In order for any business to be conducted at the annual meeting, a quorum consisting of shareholders having voting rights with respect to a majority of our outstanding common shares on the record date must be present in person or by proxy. For purposes of determining the presence or absence of a quorum, we intend to count as present shares present in person but not voting and shares for which we have received proxies but for which holders thereof have abstained. Furthermore, shares represented by proxies returned by a broker holding the shares in nominee or "street name" will be counted as present for purposes of determining whether a quorum is present, even if the shares are not entitled to be voted on matters where discretionary voting by the broker is not allowed ("broker non-votes").

If a quorum is not present at the annual meeting, we will adjourn the meeting, and the Board of Directors will continue to solicit proxies.

Required Vote

As discussed in more detail under "Proposal 1 - Election of Directors," each director is required to be elected by the affirmative vote of a majority of the votes cast at the annual meeting and entitled to vote on this matter. Withheld votes have the effect of voting against the director nominee. Shares not represented at the annual meeting will have no effect on the election of directors. Brokers are not entitled to vote on director elections, and thus broker non-votes are not treated as votes cast and will have no effect on the election of directors.

The matter described in "Proposal 2 - Ratification of Appointment of Independent Auditors" is required to be approved by the affirmative vote of the majority of the votes cast at the annual meeting and entitled to vote on this matter. Abstentions and shares not represented at the meeting will not be counted for purposes of determining whether such matter has been approved. Brokers may vote in their discretion on this proposal on behalf of clients who have not furnished voting instructions. As a result, broker non-votes will not arise in connection with and will have no effect on this proposal.

With respect to "Proposal 3 - Advisory, Non-Binding Vote on the Compensation of Named Executive Officers," the affirmative vote of a majority of the votes cast at the annual meeting and entitled to vote on this matter is required for approval of the compensation of our named executive officers. Voting for Proposal 3 is being conducted on an advisory basis, and, therefore, the voting results will not be binding on the Company, the Board of Directors, or the Compensation Committee. Abstentions, broker non-votes, and shares not otherwise represented at the meeting will have no effect on the outcome of such matter.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"THE ELECTION OF ALL thirteen DIRECTOR NOMINEES, "FOR"THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITORS, AND "FOR"THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Failure to Provide Specific Voting Instructions

If you are a shareholder of record and you properly sign, date, and return a proxy card, but do not indicate how you wish to vote with respect to a particular nominee or proposal, then your shares will be votedFORthe thirteen director nominees, FORthe ratification of the appointment of our independent auditors, and FORthe resolution approving the compensation of our named executive officers.

Shareholder List

A list of shareholders registered with our stock transfer company entitled to vote at the annual meeting, which will show each shareholder's address and the number of shares registered in his, her, or its name, will be open to any shareholder to examine for any purpose related to the annual meeting. Any shareholder may examine this list at our principal office, 400 Pine Street, Suite 410, Abilene, Texas 79601, during ordinary business hours commencing April 17, 2026, and continuing through the date of the annual meeting.

First Financial Bankshares, Inc.- 4- 2026 Proxy Statement

SOLICITATION AND REVOCABILITY OF PROXIES

Solicitation

We will bear the expense to solicit proxies, which will include reimbursement of expenses incurred by brokerage firms and other custodians, nominees, and fiduciaries to forward solicitation materials regarding the annual meeting to beneficial owners. Our officers and directors may further solicit proxies from shareholders and other persons by telephone, electronic communication, or other means. We will not pay these officers and directors any extra compensation for participating in this solicitation. We may engage Georgeson LLC to assist us with the solicitation of proxies and if so, would expect to pay that firm approximately $20,000 for their services, plus out-of-pocket expenses.

Proxies andRevocation

Each executed and returned proxy card will be voted according to the directions indicated on that proxy card. If no direction is indicated, the proxy will be voted according to the Board of Directors' recommendations, which are contained in this proxy statement. The Board of Directors does not intend to present and has no information that others will present any business at the annual meeting that requires a vote on any other matter. If any other matter requiring a vote properly comes before the annual meeting, the proxies will be voted in the discretion of the proxy holders in accordance with the terms of the proxy.

Each shareholder giving a proxy has the power to revoke it at any time before the annual meeting is called to order. Shareholders of record may change their vote or revoke their proxy by:

If your shares are held in "street name," and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank, or other nominee holding your shares in "street name" in order to direct a change in the manner your shares will be voted.

First Financial Bankshares, Inc.- 5- 2026 Proxy Statement

Our Commitment to Corporate Responsibility

For over 136 years, First Financial has been committed to making our communities better with the core belief that strong, vibrant communities are at the foundation of our success today and in the future. While this commitment is not new, our actions continue to demonstrate leadership in the communities we serve. We are extremely proud of our associates who demonstrate this core belief by being engaged and connected through our common purpose of excellence in customer service while creating our vision of being the employer of choice in the markets we serve.

Commitment to Our People

As of December 31, 2025, we had 1,506 full-time and 78 part-time team members across our 79 locations in Texas. Our people are the core of our success and supporting them remains one of our highest priorities.

We continued our commitment to competitive pay by reviewing and adjusting wages across several key areas. This included customer-facing retail roles, back-office support positions, and our customer contact center service teams. Our goal was straightforward: to make sure our employees are paid competitively within each of our markets. These efforts made a measurable impact on the Company. By focusing on market-aligned compensation and supporting our teams more effectively, we reduced turnover by 25% over the past year. Preparing our employees for retirement has always been a priority for our Board and Executive Management. That commitment shows in our ongoing 401(k) match and in the annual profit-sharing contribution tied to year-over-year earnings growth. In 2025, most of our customer-facing employees and our shared corporate teams received an additional contribution of roughly 12% of their base pay into their 401(k) through profit sharing. This is a meaningful investment in their long-term financial security and reflects how strongly we value the people who serve our customers and support our operations every day. It also aligns our entire team with our shareholders through performance goals as well as the related investment in the ESOP which ensures all employees are also shareholders.

Our employee benefits focus on providing ongoing health and wellness benefits including not only physical but mental health services with access to telemedicine, funded health savings accounts, employee assistance programs and work-life solutions. The Company also has a robust employee recognition program that highlights employees that create "Wows" for our customers as well as recognition of employees that intercept fraudulent activity impacting our customers, known as "Fraudbusters."

Employee development is a core part of our vision and one of our 21 Service Non-Negotiables. We believe that "knowledge of our job and the financial industry" is essential to provide the expertise necessary for delivering the level of service our customers expect and for creating meaningful growth opportunities for our people. We encourage employees to take full advantage of the training programs available to them, including opportunities to attain certifications and degrees to support their career growth and development for both current and future roles. We support and encourage participation in industry banking schools, leadership training and management development training and maintain a pipeline of future leaders enrolled in these programs. In addition, we have a generous college tuition reimbursement program to assist employees in obtaining degrees that will open opportunities for advancement to higher levels in our Company. In the past 5 years, we have provided tuition assistance to 171 employees.

The Company values recruiting and retaining a diverse and inclusive workforce that reflects the communities we serve. When our teams are representative of those who walk through our doors, we are better positioned to understand their financial needs and offer products and services that truly fit. This philosophy enables us to provide the right solutions and deliver the best possible outcomes for our customers. It also reinforces the kind of workplace we want to be; one where diversity is embraced and every employee feels included, respected, and treated with grace and understanding. We remain committed to building and sustaining that environment, and to ensuring every

First Financial Bankshares, Inc.- 6- 2026 Proxy Statement

employee has a place where they can contribute and succeed. As of December 31, 2025, 39% of our leadership positions were held by women and 26% were held by minorities, people with disabilities and veterans.

Information Security

The Information Security Program uses a variety of safeguards to protect the confidentiality, integrity and availability of information. The program uses a formal set of industry standards to protect data, and the Information Security Program's information security standards are reviewed, updated and re-approved annually. The Company regularly assesses the threats and vulnerabilities to its environment so it can update and maintain its systems and controls to effectively mitigate these risks. Layered security controls are designed to complement each other to protect customer information and transactions. There are regular tests of the control environment using internal and external assessment methods such as penetration testing and more targeted assessments to ensure its controls are working as expected.

The Company has a robust information security awareness program. All Company employees are trained on cyber and fraud threats at new employee orientation and receive daily information security tips via email. Employees also receive monthly awareness video training and annual computer-based training. The Company also provides information security awareness training to business customers and individuals in our communities.

We periodically test elements of our incident response capability through tabletop exercises and other assessments. We use these exercises to identify opportunities to enhance our processes, including incident escalation, communications, and recovery procedures, and we integrate lessons learned into our information security program.

The Company's system of internal controls also incorporates a protocol for the appropriate reporting and escalation of information security matters to management and the Board of Directors, to ensure effective and efficient resolution and, if necessary, disclosure of any matters. The Board of Directors is actively engaged in the oversight of the Company's continuous efforts to reinforce and enhance its operational resilience and receives education to ensure that their oversight efforts stay current with the ever-evolving information security threat landscape. The Board of Directors monitors the Company's information management risk policies and practices primarily through its Risk Committee, which oversees areas of operational risk such as information technology activities; risks associated with development, infrastructure, and cybersecurity; oversight of information security risk assessments, strategies, policies, and programs; and disaster recovery, business continuity, and incident response process.

Supporting Our Communities

Our Company has long believed that our success is inseparable from the strength and well being of the communities we serve. We are committed to enhancing the quality of life across our footprint by supporting schools, cities, counties, nonprofit organizations and faith-based institutions-not only with modern financial services, but also with our time, expertise and financial resources.

We actively encourage our employees to engage in community and charitable work, whether by serving on boards, volunteering their time or participating in fundraising efforts. This commitment is exemplified by our annual Day of Service, during which approximately 1,000 employees volunteered across our eight regions. In 2025, we led this effort joined by many other Texas banks to amplify the impact and increase the number of organizations and communities served.

First Financial Bankshares, Inc.- 7- 2026 Proxy Statement

Our investment in community extends well beyond volunteerism. In 2025, the Company contributed close to $3 million to charitable, civic and public interest organizations and schools. The Company also committed $10 million to help fund a low-income housing project in our Abilene region and committed $7 million to a similar project in Stephenville, Texas which is in our Cross Timbers region. We have committed a total of $27 million to low-income housing projects through tax credit investments in our markets since 2022.

We remain dedicated to expanding access to financial services in underserved, majority-minority and low-income communities across our footprint. This includes offering programs focused on financial literacy, fraud prevention, and home ownership education. We continually evaluate and enhance products that support these communities, such as affordable housing loan programs, to ensure we are meeting their evolving needs.

Sustainability

We are committed to operating responsibly and understand that this creates long-term sustainable value for our Company by reducing costs, increasing revenue, reducing risks, enhancing our reputation, strengthening our communities, and helping us meet the expectations of our shareholders, our customers, our communities, as well as future generations.

We recognize the environmental impact associated with our use of natural resources and the importance of resource efficiency and conservation. Several of the communities we serve have faced drought conditions where conservation of water is at a premium. Therefore, we strive to operate efficiently, reducing our reliance on natural resources, and wherever possible diverting our waste from landfills through recycling and reuse.

Over the last few years, we have upgraded lighting in our facilities to LED lights and low-heat emission bulbs. We also work with a third-party vendor to monitor and report our electricity and gas usage across all of our locations to identify ways we can be more efficient and reduce our impact to the grid.

Sustainability matters also inform our decisions on product offerings. Our e-Statement enrollment and digital adoption for depository accounts continues to increase and we offer online mortgage and consumer loan applications, which helps reduce paper usage as well as limits customer travel to a branch and allows for electronic versus paper document storage. We encourage and incentivize customer adoption of electronic tools for customer account documents as well as internal documents serves to significantly reduce paper usage throughout the Company.

First Financial Bankshares, Inc.- 8- 2026 Proxy Statement

PROPOSAL 1 - ELECTION OF DIRECTORS

General

Our amended and restated bylaws provide for the number of directors to be a number not less than seven nor more than fifteen. Our Board is presenting thirteen (13) nominees for election at our annual meeting. Although we do not contemplate that any of the nominees will be unable to serve, if such a situation arises before the annual meeting, the shares represented at our annual meeting will be voted to elect any substitute nominee or nominees designated by the Board. Each director elected at the meeting will serve until the 2027 annual meeting of shareholders or until their respective successors have been duly elected and qualified.

Identifying and Evaluating Nominees for Director

The Board of Directors, acting through the Nominating/Corporate Governance Committee and pursuant to the Board of Directors' Nominating/Corporate Governance Committee Charter and our Corporate Governance Guidelines, is responsible for identifying and evaluating candidates for membership on the Board of Directors. The Nominating/Corporate Governance Committee is responsible for recommending nominees who have the experience, qualifications, attributes, and skills appropriate to function collaboratively and effectively as the Board of Directors for the Company. The Board of Directors is committed to promoting diversity in the governance and operations of the Company.

The Board of Directors and the Nominating/Corporate Governance Committee believe that the Board of Directors as a whole and its members individually should possess a combination of skills, professional experience, and diversity of backgrounds and viewpoints necessary to oversee our Company's current and future needs. The attributes that the Board of Directors and every director should possess are set forth in our Nominating/Corporate Governance Committee charter. These criteria include:

First Financial Bankshares, Inc.- 9- 2026 Proxy Statement

The Nominating/Corporate Governance Committee and the Board of Directors may, from time to time, establish and consider other specific skills and experience that they believe our Company should seek in order to constitute a diverse, balanced, collaborative, and effective Board of Directors. For an incumbent director, the Nominating/Corporate Governance Committee and the Board of Directors also consider the past performance of such director on our Board. Our Corporate Governance Guidelines also provide that an individual may not stand for election or reelection as a director upon attaining seventy-five (75) years of age. See "Nominees" below for the qualifications of each nominee for election at the annual meeting.

The Nominating/Corporate Governance Committee regularly reviews the composition of the Board of Directors in light of our Company's business and structure; the changing needs of our Company because of the business environment; our operations, financial conditions, and complexity; its assessment of the Board of Director's performance; through evaluations of each board member, committee, and the board as a whole; and input from shareholders and other key constituencies. As part of this review, the Nominating/Corporate Governance Committee evaluates the effectiveness of the Board of Director's director nomination standards.

The Nominating/Corporate Governance Committee will, in consultation with the Chairman of the Board of Directors and in accordance with its charter, consider candidates proposed or suggested by members of the Board of Directors, management, third-party search firms retained by the Nominating/Corporate Governance Committee, and shareholders. The Nominating/Corporate Governance Committee follows the same process and uses the same criteria for evaluating candidates whether they are proposed by members of the Board of Directors, management, third-party search firms, or shareholders. Any shareholder wishing to recommend a candidate to be considered by the Nominating/Corporate Governance Committee for nomination at an annual meeting of shareholders should review the procedure outlined under "Committees of the Board of Directors − Nominating/Corporate Governance Committee" beginning on page 25 of this proxy statement.

Summary of Board Diversity

The following matrix demonstrates our continued commitment to diversity:

First Financial Bankshares, Inc.- 10- 2026 Proxy Statement

Additionally, the following graphs illustrate the independence, average tenure, average age, and diversity of our Board of Directors, following the annual meeting:

Board Composition

Nominees

Based upon recommendations of the Nominating/Corporate Governance Committee, the Board of Directors has nominated the individuals below for election to the Board of Directors at the annual meeting to serve a one-year term and until their respective successors have duly been elected and qualified.

In light of the Company's business and structure, the business environment, and the Company's long-term strategy, the Board of Directors, upon recommendation of the Nominating/Corporate Governance Committee, selected a slate of nominees whose diversity, experience, qualification, attributes, and skills in leadership, commercial and investment banking and financial advisory services, finance and accounting, risk management, operations management, strategic planning, business development, marketing, technology, regulatory and government affairs, corporate governance, and public policy, led the Board of Directors to conclude that these persons should serve as our directors at this time.

Pursuant to the Nasdaq rules, a majority of the Board of Directors must be comprised of independent directors. The Board of Directors has determined that each director nominated, except Mr. Dueser, is independent under applicable Nasdaq rules.

First Financial Bankshares, Inc.- 11- 2026 Proxy Statement

Each nominee's biography and the specific experiences, qualifications, attributes, and skills of each nominee are described below.

First Financial Bankshares, Inc.- 12- 2026 Proxy Statement

First Financial Bankshares, Inc.- 13- 2026 Proxy Statement

First Financial Bankshares, Inc.- 14- 2026 Proxy Statement

First Financial Bankshares, Inc.- 15- 2026 Proxy Statement

First Financial Bankshares, Inc.- 16- 2026 Proxy Statement

First Financial Bankshares, Inc.- 17- 2026 Proxy Statement

The Board of Directors recommends that you vote "FOR"the election of all thirteen director nominees.

First Financial Bankshares, Inc.- 18- 2026 Proxy Statement

Beneficial Ownership Summary

The names and principal occupations of our current directors and nominees, together with the length of service as a director and the number of our common shares beneficially owned by each of them on March 2, 2026, are set forth in the following tables. Except as otherwise indicated, the named beneficial owner has sole voting and investment power with respect to shares held by him or her. The address for each individual is 400 Pine Street, Suite 410, Abilene, Texas 79601.

* Less than 1%

** See "Executive Officers" on pages 30-31.

x New nominee

First Financial Bankshares, Inc.- 19- 2026 Proxy Statement

Security Ownership of Certain Beneficial Owners

The following table sets forth the beneficial ownership of our common shares as of December 31, 2025, by each entity or person who is known to beneficially own 5% or more of our common shares:

In addition, as of March 2, 2026, First Financial Trust & Asset Management Company (the "Trust Company"), a wholly-owned subsidiary of the Company, acted as sole or co-fiduciary with respect to trusts and other accounts which owned, held or controlled in the aggregate 7,620,665 shares, or 5.32% of the outstanding common shares, of the Company over which the Trust Company had, indirectly, sole, shared or contingent authority to vote such shares. No single trust or other account held or controlled a beneficial ownership interest of 5% or more. Of these shares, the Trust Company had sole voting power with respect to 5,534,664 shares, or 3.87%, of the outstanding common shares of the Company, the Trust Company shared voting authority with respect to 85,747 shares, or 0.06% of the outstanding common shares of the Company and the Trust Company has contingent right to vote under the Company's Employee Stock Ownership Plan up to 2,004,254 shares, or 1.40%, of the outstanding common shares of the Company. The shares held by the Trust Company which are registered in its name or in the name of its nominee, are associated with many different accounts, each of which is governed by a separate instrument or instructions that set forth the powers of the Trust Company with regard to the shares held in such accounts. The Board of Directors historically has not attempted and does not intend to attempt in the future, to exercise any power to vote such shares except as prescribed under the Company's Employee Stock Ownership Plan for those shares allocated to the stock account of an Employee Participant under such Plan for which no voting instructions have been timely received.

See "Proposal 1-Election of Directors-Nominees" and "-Executive Officers" for information with respect to the beneficial ownership of our common shares by each director nominee and named executive officers as of March 2, 2026. In the aggregate, all director nominees and executive officers as a group (24 individuals) beneficially owned 5,445,079 shares of our common stock, or 3.80%, of our total outstanding shares, as of March 2, 2026.

First Financial Bankshares, Inc.- 20- 2026 Proxy Statement

Director Compensation

For 2025, we had twelve non-employee directors who received fees for attendance at Board of Director meetings and committee meetings. Directors who are also our executive officers or employees receive no compensation for service as members of either the Board of Directors or committees thereof. Director fees were paid as follows:

Director fees are paid in cash, but a director may elect to defer receipt of fees into a non-qualified "Rabbi Trust" wherein the funds are used to purchase Company common shares on the open market. Because these shares are held in a "Rabbi Trust," shares under this plan are not included in the director's shares beneficially owned as disclosed on pages 19-20 (however, these shares are noted in footnote (11) in the Beneficial Ownership Table above). As of March 2, 2026, the Rabbi trust held 502,966 shares in trust for the Company's directors. On April 29, 2025, each non-employee director, received 2,073 shares of Company common shares with respect to their annual $70,000 restricted share grant under the 2021 Omnibus Plan approved by shareholders on April 27, 2021. The closing Company stock price on issuance date was $33.78 and vests from issuance date to the 2026 shareholder meeting on April 28, 2026. Non-employee directors do not participate in the Company's profit sharing or other benefit plans. Directors are reimbursed for actual travel costs to attend the respective meetings. In addition, a director serving on the board of a subsidiary or a regional advisory board receives director and committee fees per meeting, which are included in the table below. Director compensation for the year ended December 31, 2025, was as follows:

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CORPORATE GOVERNANCE

Overview

We have long believed that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our shareholders. We periodically review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. We also monitor new and proposed rules of the Securities and Exchange Commission, the Nasdaq, and the bank regulatory authorities. We may amend our governance policies and procedures when required by law, Nasdaq rules, or when we otherwise deem it prudent to do so. Each of our Audit, Compensation, and Nominating/Corporate Governance, Executive and Risk Committees has adopted a charter. Our corporate governance policies, including our code of conduct applicable to all our employees, officers, and directors, as well as the charters of our Audit, Compensation, Nominating/Corporate Governance, Executive and Risk Committees, are available at www.ffin.comunder the "Investor Relations/Shareholder Information/Governance Documents" section. Copies of these documents are also available in print to any shareholder who requests them in writing.

Board Leadership Structure and Role in Risk Oversight

We are committed to a strong, independent Board of Directors and believe that objective oversight of the performance of our management is a critical aspect of effective corporate governance. As described under "Director Independence" below, we believe that all our directors are independent apart from Mr. Dueser given his position as Chairman of the Board and Executive Chairman of the Company and the Bank. Apart from our Executive Committee, which Mr. Dueser chairs, all our committees are comprised solely of and chaired by independent directors. In addition, at each regularly scheduled Board meeting, the independent directors meet in executive sessions without Mr. Dueser present.

Mr. Dueser serves as our Chairman of the Board of Directors and Executive Chairman of the Company and the Bank, an advisory role to the CEO and executive management team. The Company believes that Mr. Dueser's leadership has served the Company and its shareholders well and that despite Mr. Dueser's status as an executive of the Company, the overall benefit of Mr. Dueser's leadership in both roles outweighs any potential disadvantage of this structure, and that any concerns are mitigated by existing safeguards, including:

Mr. Edwards serves as the Independent Lead Director. The Board of Directors recognizes that the Company and its shareholders are well served under corporate governance best practices through the designation and empowerment of an independent lead director for several reasons, the foremost being that Mr. Dueser, our Chairman of the Board, is a non-independent director. The independent lead director's duties include:

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Mr. Edwards serves as a liaison between the Chairman and the independent directors, presides over executive sessions of the Board and consults regularly with the Chairman on significant corporate decisions. The Board of Directors periodically considers its structure and the role and responsibilities of the independent lead director to reflect its commitment to corporate governance best practices.

The Board of Directors oversees risk through annual approval of the Risk Appetite Statement and Enterprise Risk Framework and Program, Strategic Plan and budget through its independent standing committees, principally Audit, Compensation, Executive, Nominating/Corporate Governance and Risk Committees. These committees regularly report to the entire Board of Directors on risk-related matters and provide the Board of Directors with integrated insight about our management of strategic, credit, interest rate, financial reporting, technology (including cybersecurity), liquidity, compliance, operational, legal, and reputational risks. In addition, our subsidiary bank has its own board of directors (which is comprised of the same members as the Company's Board of Directors) and audit, compensation, directors' loan, and asset-liability management committees, which provide risk management oversight. The subsidiary trust company also has a separate board of directors with investment and audit committees that provide oversight to that entity. The management and board of directors of our subsidiary bank and trust company also provide reports to our management and Board of Directors regarding risk management oversight.

In addition, the consolidation of the management of our securities portfolio, loan review, internal audit, compliance, technology, and asset-liability/liquidity management at the holding company level provides additional risk oversight, which further mitigates overall risk to the Company. The Board of Directors believes that sound credit underwriting to manage credit risk and a conservative investment portfolio to manage liquidity and interest rate risk contribute to effective oversight of the Company's risk. Enterprise risk is monitored through our Risk Appetite Statement. Furthermore, as a financial holding company responsible for safeguarding sensitive information, our Board of Directors believes a robust cybersecurity strategy is vital to effective cyber risk management. Accordingly, our Board is actively engaged in the oversight of the Company's cyber risk profile and key cyber initiatives.

At meetings of the Board of Directors and its committees, directors receive regular updates from management regarding risk management. Mr. Dueser and the executive officers, who are responsible for instituting risk management practices that are consistent with our overall business strategy and risk tolerance, lead management's risk discussions at Board and committee meetings. Outside of formal meetings, the Board of Directors, its committees, and individual Board members have regular access to senior executives, including all executive officers.

Minimum Share Holdings

The Nominating/Corporate Governance Committee has established minimum common shareholdings for its non-employee directors. Directors are required to own common shares of the Company having a value equal to seven times the annual cash retainer fee, increased from the previous requirement of five times. The stock ownership level must be achieved within seven years after their first election as a director. Directors are expected to accumulate the required number of shares ratably over the applicable seven-year period, increased from the previous five-year requirement. Once achieved, the minimum share ownership amount should be maintained as long as the person serves as a director of the Company.

Failure to maintain the minimum requirements of the guidelines may result in a director receiving future payments of director fees in the form of equity until he or she has satisfied the minimum ownership guidelines. The Board of Directors may also bar the director from selling Company shares until the minimum share guidelines have been achieved. On December 31, 2025, each non-employee director, except Ms. Davis, Mr. Poutra and Dr. Jones met the minimum shareholdings, including applicable phase-in periods. Ms. Davis joined the Board of Directors in May 2024, Mr. Poutra joined the board in April 2025 and Dr. Jones joined the board in April of 2022 and have not yet reached their minimum shareholdings but expect to comply over this applicable seven year period.

The complete "Stock Ownership Guidelines" can be found at www.ffin.comin the "Investor Relations/Shareholder Information/Governance Documents" section.

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Insider Trading, Hedging and Pledging Policies

The provision of our insider trading policy applicable to our directors, executive officers, and certain other designated employees prohibits such person from trading in puts, calls, or other derivative securities or engaging in short sales with respect to our securities. Our insider trading policyalso prohibits such persons from holding our securities in a margin account; however, in some circumstances, such persons may be permitted to pledge our securities as collateral so long as such securities are not held in a margin account. The complete Insider Trading Policy can be found at www.ffin.com at the Investor Relations/Shareholder Information/Governance Documents section.

Communications with Your Board of Directors

Shareholders may call or write to the Board of Directors at the address and phone number listed on the first page of this proxy statement. Letters addressed to individual board members and clearly marked as shareholder communications will be forwarded by the corporate secretary unopened to the individual addressee. Any letters addressed to the Board of Directors and clearly marked as shareholder communications will be forwarded by the corporate secretary unopened to the Chairman of the Board.

Non-employee Director and Director Nominee Independence

In accordance with Nasdaq rules, our Board of Directors affirmatively determines the independence of each non-employee director and each nominee for election as a director. The Board of Directors makes its determination based on the elements of independence set forth in the Nasdaq listing standards. We have not adopted any supplemental independence criteria.

Based on these standards, the Board of Directors has determined that each of the following non-employee directors is independent:

All members of the Audit, Compensation, Nominating/Corporate Governance, and Risk Committees are independent under the applicable Nasdaq listing standards. Given his management position as Executive Chairman, Mr. Dueser is not considered an independent director.

Meetings of the Board of Directors

The Board of Directors of the Company has four regularly scheduled meetings each year. In 2025, each of the directors attended at least 75% of the meetings of the Board of Directors and the committees of the Board of Directors on which such director served.

Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meeting of shareholders, we encourage directors to attend, and historically, all directors have done so.

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Committees of theBoard of Directors

The Board of Directors has five committees. The functions and current members of each committee are as follows:

Executive Committee. The Executive Committee acts for the Board of Directors between board meetings, except to the extent limited by our bylaws or Texas law. The current members are Messrs. Copeland, Dueser, Edwards, Lancaster, Nickles and Trotter. Mr. Dueser is the chair of the committee. The Executive Committee met four times during 2025 and once in January 2026.

Nominating/Corporate Governance Committee. Among other things, the Nominating/Corporate Governance Committee recommends director candidates to the Board of Directors. The Nominating/Corporate Governance Committee members are Ms. Braun, Messrs. Copeland, Edwards, Lancaster, Nickles, and Trotter. Mr. Edwards is the chair of the committee. The committee met twice in 2025 and met once in January 2026.

Historically, our goal has been to assemble a Board of Directors that brings diverse perspectives and skills derived from exemplary business and professional experience and diversity of backgrounds and viewpoints. Such qualifications provide sound and prudent guidance with respect to our operations and interests. Generally, the committee identifies candidates through the personal, business, and organizational contacts of the directors and management, as well as our regional advisory boards, of which the new nominee, Lota Zoth is a member. For a description of the process of identifying and evaluating potential directors, please refer to the section of this proxy statement entitled "Identifying and Evaluating Nominees for Director" on page 9.

Our Corporate Governance Guidelines provide that an individual may not stand for election or reelection as a director after attaining seventy-five (75) years of age. Otherwise, there are no stated minimum criteria for director nominees. We expect that the Nominating/Corporate Governance Committee will recommend nominees in the future by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service will be considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining a new perspective. If any member of the board does not wish to continue in service or if the Nominating/Corporate Governance Committee of the Board of Directors decides not to re-nominate a member for re-election, we anticipate that the Nominating/Corporate Governance Committee will identify the desired skills and experience of a new nominee in light of the criteria above and begin a search for appropriately qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third-party search firm if determined by the Nominating/Corporate Governance Committee.

The Nominating/Corporate Governance Committee will consider qualified director candidates recommended by shareholders. For the 2027 annual shareholders meeting, any shareholder wishing to propose a nominee should submit a recommendation in writing to the corporate secretary at 400 Pine Street, Suite 410, Abilene, Texas 79601 who will deliver the proposal to the Nominating/Corporate Governance Committee of First Financial Bankshares, Inc. at least 120 days and not more than 150 days in advance of the anniversary of the 2026 annual meeting (or as otherwise set forth in our amended and restated bylaws), including the nominee's resume, qualifications and other relevant biographical information and providing confirmation of (1) the name and address of the shareholder giving notice, and any (x) person controlling, directly or indirectly, or acting in concert with, the shareholder, (y) any beneficial owner of the shares of the Company owned of record or beneficially by the shareholder and (z) any person controlling, controlled by or under common control with the shareholder (a "Shareholder Associated Person"), (2) for the shareholder and any Shareholder Associated Person, the number of common shares of the Company that are owned beneficially and of record and any derivatives, hedged positions, synthetic and temporary ownership techniques, swaps, securities loans, timed purchases and other economic and voting interests or similar positions, securities or interests with respect to our securities, (3) the nominee's consent to serve as a director and acknowledgement that the nominee will comply with our amended and restated bylaws, code of business conduct and ethics, corporate governance handbook and any other applicable rules, regulations, policies or standards of conduct applicable to the Board of Directors and its members, (4) a description of all relationships, arrangements or understandings between the shareholder and any Shareholder Associated Person, on the one hand, and the nominee, the nominee's affiliates or associates or others acting in concert with the nominee, on the other hand, (5)

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a description of the nominee's background and experience and the reasons why the nominee meets the standards for director nominees set forth in our corporate governance practices, (6) a completed independence questionnaire regarding the nominee, which may be obtained from the Secretary of the Company, (7) a written representation from the nominee that they do not have, nor will they have, any undisclosed voting commitments or other arrangements with respect to their actions as a director and (8) any other information regarding the nominee or shareholder that would be required to be included in a proxy statement relating to the election of directors. Qualified candidates recommended by our shareholders will be evaluated on the same basis as candidates recommended by our officers, directors, and other sources.

The Company is committed to identifying candidates for Board service and the overall makeup of the Board and is committed to including in each candidate search qualified individuals who reflect diverse skills, professional disciplines, and backgrounds.

Audit Committee. Among other things, the Audit Committee reviews the scope and results of the annual audit by our independent auditors and receives and reviews internal and external audit reports. The committee also monitors the qualifications, independence, and performance of our independent auditor and our Chief Audit Executive and internal audit team. Its members include Messrs. Copeland, Denny, Haney and Lancaster. Mr. Copeland is the chairman of the committee. The Audit Committee met six times in 2025, once in January 2026 and once in February 2026. The Board of Directors has determined that it believes all Audit Committee members are financially literate under the current listing standards of Nasdaq. The Board of Directors also believes Mr. Copeland qualifies as an "audit committee financial expert" as defined by the Securities and Exchange Commission rules adopted pursuant to the Sarbanes-Oxley Act of 2002.

Compensation Committee. The members of the Compensation Committee include Ms. Braun, Ms. Davis, Dr. Jones and Messrs., Lancaster, Matthews, and Trotter. Mr. Lancaster is the chairman of the committee. All committee members are deemed to be independent. In determining the independence of the members, the Board of Directors has used independence requirements specified by Nasdaq Rule 5605(d)(2)(A) and has applied this definition consistently to all committee members. The committee meets as needed during the year but generally meets four to five times per year. The Compensation Committee met five times during 2025, twice in January 2026 and once in March 2026.

The Compensation Committee is responsible for making recommendations to the Board of Directors concerning compensation matters for the Company's executive officers and directors. Executives of the Company are integral in the compensation process for the Company; however, the committee determines all elements of pay for the Executive Chairman and Chief Executive Officer. With the assistance of the Chief Financial Officer and the human resources department, the Chief Executive Officer makes recommendations for all Company executives, including the named executive officers, to the committee for their review and approval. For the named executive officers, the committee develops compensation recommendations to the full Board of Directors for approval.

The Compensation Committee also oversees the administration of employee benefits and benefit plans for the Company and its subsidiaries, including our profit sharing and flexible spending plans as well as our 2021 Omnibus Plan and 2012 Incentive Stock Option Plan for key employees. The committee delegates day-to-day administration of the clerical elements of these programs to the human resources department, Trust Company as trustee of the profit sharing plans, and the management level Retirement Planning Committee, which reports to the Compensation Committee.

The agenda for meetings of the Compensation Committee is set by its chairman, acting with the assistance of the Company's Executive Chairman, Chief Executive Officer, and Chief Financial Officer. At each meeting, the committee meets in executive sessions without management or any non-independent directors. In making compensation decisions, the Compensation Committee obtains information from a variety of public sources and considers the recommendations of the Company's management, human resources department, and Trust company. The committee makes periodic reports to the full Board of Directors.

The Compensation Committee has engaged compensation consultants from outside the Company, and the committee has the right under its charter to engage compensation consultants or other outside advisors, including legal counsel if it so chooses, subject to ratification by the Board of Directors, and only after consideration of the factors listed in Nasdaq Rule 5605(d)(3)(D). The committee may retain, terminate, and approve professional fees (subject to ratification by the Board of Directors) related to compensation consultants or other advisors as

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appropriate. Beginning in 2020, the Compensation Committee retained Pearl Meyer to assist the Company in addressing compensation and benefits to executive officers and outside directors of the Company. Prior to their engagement, the Compensation Committee confirmed that Pearl Meyer did not have any known potential or actual conflicts of interest with the Board of Directors or the Company.

Risk Committee. The members of the Risk Committee include Ms. Braun and Ms. Davis and Messrs. Copeland, Edwards, Matthews, Poutra and Nickles. Mr. Nickles is the chairman of the committee. The Risk Committee met four times in 2025 and once in January 2026. The purpose of the Risk Committee is to assist the Board in its oversight of the Company's enterprise-wide risk framework and risk appetite, related to various risk domains including credit, interest rate, cybersecurity, liquidity, operational, strategic and other risks.

Compensation Committee Interlocks and Insider Participation

No person who served as a member of the Compensation Committee was, during 2025, an officer or employee of the Company or any of its subsidiaries or had any relationship requiring disclosure in this proxy statement. However, certain of the Compensation Committee members (or related entities) maintained loans from subsidiaries during 2025. The loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions on an arms-length basis and did not involve more than the normal risk of collectability or present other unfavorable features to the subsidiary bank. None of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) or director of another entity, one of whose executive officers served as a member of our Board of Directors.

Management Succession Planning

Management succession planning is a priority of the Company as it allows the Company to provide continuity in leadership. The Company's succession plan is designed to identify and prepare a diversified group of candidates for high-level management positions that become vacant as a result of retirement, resignation, death, disability, or the pursuit of new business opportunities. At each board and executive meeting, management assesses (and reports to the Board of Directors) the leadership needs of the Company to ensure the selection of qualified leaders who possess the necessary skills to serve as a member of the Company's senior staff. Management is responsible for the Company's succession planning for each member of senior staff, required regulatory position, and other critical roles, identifying potential candidates to fill future vacancies in those positions.

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PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee of your Board of Directors has selected Ernst & Young LLP to serve as our independent auditors for the year ending December 31, 2026, and to serve until the next annual meeting in April 2027. Ernst & Young LLP has served as the Company's independent auditors since 2002. We have been advised by Ernst & Young LLP that neither its firm nor any of its members has any financial interest, direct or indirect, in us, nor has had any connection with us or any of our subsidiaries in any capacity other than independent auditors. The Board of Directors recommends that you vote for the ratification of the selection of Ernst & Young LLP. Shareholder ratification of the selection of Ernst & Young LLP as our independent auditors is not required by our certificate of formation, bylaws, or otherwise.

Independent Registered Public Accounting Firm

We retained Ernst & Young LLP to serve as our independent registered public accounting firm for 2025 and 2024. The aggregate fees billed for each of the last two fiscal years for professional services rendered by Ernst & Young LLP, the principal auditors who performed the audit of our annual financial statements, review of the quarterly financial statements, and audit of internal controls, were as follows:

Our Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent auditor. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Audit related fees for 2025 include system implementation readiness assessments associated with our finance infrastructure upgrade. Except as permitted under Rule 2-01 of Securities and Exchange Commission Regulation S-X, unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee has delegated to its Chairman the authority to approve permitted services provided that the Chairman reports such decisions to the committee at its next scheduled meeting.

Nevertheless, your Board of Directors is submitting this matter to the shareholders in conformance with the practices of good corporate governance. If the shareholders do not ratify the appointment of Ernst & Young LLP, then the appointment of independent auditors will be reconsidered by our Audit Committee. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent audit firm at any time during the year if it is determined that such a change would be in the best interests of the Company and its shareholders. Representatives of Ernst & Young LLP are expected to be present at the annual shareholders' meeting, and they may have the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2026.

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PROPOSAL 3 - ADVISORY, NON-BINDING VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

Pursuant to the Securities and Exchange Commission rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), we are conducting a shareholder advisory vote on the compensation paid to our named executive officers. Although the vote is advisory and is not binding on the Board of Directors, the Company, or the Compensation Committee, the Board's Compensation Committee will take into account, among other criteria, the outcome of the vote when considering future executive compensation decisions.

This proposal, commonly referred to as a "say-on-pay" proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers and the executive compensation philosophy, policies, and programs described in this proxy statement. We ask that you support the compensation of our named executive officers as disclosed under the heading "Executive Compensation," including the "Compensation Discussion and Analysis" section and the accompanying compensation tables and related narrative disclosure.

As described in the Compensation Discussion and Analysis section, we seek to provide a compensation package that attracts and retains executive talent, provides rewards for superior performance, and produces consequences for underperformance. We believe that our compensation program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our named executive officers to dedicate themselves fully to value creation for our shareholders.

You are encouraged to read the detailed information under "Executive Compensation" beginning on page 32 of this proxy statement for additional details about our executive compensation programs. We believe shareholders should consider the following in determining whether to approve this proposal:

Shareholder advisory votes on executive compensation currently take place on an annual basis.

The Board of Directors strongly endorses the Company's executive compensation program and recommends that shareholders vote in favor of 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 the accompanying narrative discussion disclosed in this proxy statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"THE APPROVAL OF THE RESOLUTION RELATED TO THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

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EXECUTIVE OFFICERS

Set forth in the following table are our named executive officers for 2025, the number of years they have served in their current position, their principal occupation, and the number of our common shares beneficially owned by each of them as of March 2, 2026. Except as otherwise indicated, the named executive officer has sole voting and investment power with respect to the shares he holds. The address for each individual is 400 Pine Street, Abilene, Texas, 79601.

* Less than 1%

** A wholly-owned subsidiary of the Company

+ Effective February 1, 2026 Mr. Bailey was appointed Chief Executive Officer and President of the Company and First Financial Bank while Mr. Dueser transitioned to Executive Chairman of the Company and the Bank.

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Set forth in the following table are our other current executive officers, the number of years they have served in their current position, and their principal occupation.

* A wholly-owned subsidiary of the Company

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis is included to provide the material information necessary for our shareholders to understand the objectives and policies of our compensation program for our named executive officers. The following executives were our "named executive officers" for 2025:

LEADERSHIP TRANSITION

As part of the Company's long-term succession planning, the Board of Directors has approved a leadership transition effective February 1, 2026. At that time, F. Scott Dueser transitioned from his role as Chairman and Chief Executive Officer to Executive Chair of the Board, and David W. Bailey, President of First Financial Bankshares and First Financial Bank succeeded Mr. Dueser as President and Chief Executive Officer. This planned transition reflects the Board's commitment to orderly leadership succession, continuity of strategy and sustained execution. Mr. Dueser is expected to continue providing strategic guidance and institutional knowledge as Executive Chair, while Mr. Bailey will assume full responsibility for the Company's strategic and operational leadership.

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2025 Business Highlights

Our executive compensation program is designed to align pay with performance. To provide context for 2025 compensation decisions, the following highlights summarize our recent financial and operating performance. These measures reflect the same priorities emphasized in our annual and long-term incentive plans--profitability, growth, efficiency, credit quality and stockholder value creation.

Profitability

Growth and Efficiency

To provide a backdrop for executive pay decisions for 2025, the following key operating metrics and financial highlights provide an overview for our operating results:

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2025 Say on Pay Results and Shareholder Engagement

Say-on-Pay Considerations. The Compensation Committee monitors the results of the annual advisory "say-on-pay" proposal and incorporates such results as one of many factors considered in connection with the discharge of its responsibilities, although no such factor is assigned a quantitative weighting. Because an overwhelming majority (94.4% of votes cast) of our shareholders approved the compensation program described in our proxy statement in 2025, the Compensation Committee did not implement changes to our executive compensation program as a result of the shareholder advisory vote.

Shareholder Outreach. We value the opinion of our shareholders and look forward to a continued, open conversation on compensation and related matters, and other issues relevant to our business. We want our shareholders to fully understand our rationale for our approach to executive compensation, and we want to understand the views and concerns of our shareholders. Although our current executive compensation program contains continuations or versions of arrangements that were put in place historically, we continue to evolve the design and features based on current best practices and shareholder feedback.

Overall Summary of Key Compensation Governance Features

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WHAT GUIDES OUR COMPENSATION PROGRAM

Compensation Philosophy & Objectives

The Compensation Committee's executive compensation philosophy is to provide a program that attracts, motivates, and retains talented leaders while aligning their interests with those of our shareholders. Our objectives are to support the Company's long-term growth and stability, encourage prudent risk management, and reward executives for delivering sustained performance. Our program is guided by the following principles:

The Committee regularly evaluates this philosophy to ensure it continues to align with the Company's business objectives, regulatory environment, and shareholder interests.

Key Elements of Executive Compensation

Pay Mix

The charts below show the target annual total direct compensation of our Chief Executive Officer (CEO) and the average for our other named executive officers (NEOs) for fiscal year 2025. These charts illustrate that the majority of executive compensation is at risk, with 64.2% for our CEO and an average of 57.5% for our other NEOs at risk.

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Compensation Decision-Making Process

Role of Compensation Committee. Our Compensation Committee has the primary responsibility for approving our compensation philosophy and programs as they relate to our executive officers, including the named executive officers. The Compensation Committee is comprised of independent, non-employee members of the Board of Directors. The Compensation Committee works very closely with the independent compensation consultant and management to examine the effectiveness of the Company's executive compensation program throughout the year. Details of the Committee's authority and responsibilities are specified in the Compensation Committee's Charter, which is available on our website at www.ffin.com in the "Investor Relations/Shareholder Information/Governance Documents."

The Compensation Committee makes all final recommendations to the full Board of Directors for all compensation and equity award decisions regarding our executive officers, including the Chief Executive Officer ("CEO"). Compensation for the named executive officers is approved by the independent board members.

Role of Senior Management. Members of our management team attend regular Compensation Committee meetings where executive compensation, Company, and individual performance, and competitive compensation levels and practices are discussed and evaluated. The Committee and subsequently the independent members of the Board of Directors review the CEO's performance and make all final determinations regarding the CEO's compensation after conducting their review; for other executive officers, the Committee reviews the CEO's assessment of their performance and proposed pay decisions. Only the Committee members and independent board members are allowed to vote on decisions regarding executive officer compensation.

Role of the Independent Compensation Consultant.

The Compensation Committee retained Pearl Meyer in 2025 to serve as its independent executive compensation consultant. The services provided by Pearl Meyer include advising the Compensation Committee on the principal aspects of the executive compensation program and evolving best practices, and providing market information and analysis regarding the competitiveness of our program design and awards in relation to our performance.

The Compensation Committee regularly reviews the services provided by its outside consultants and believes that Pearl Meyer is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review of its relationship with Pearl Meyer in 2025 and determined that Pearl Meyer's work for the Compensation Committee did not raise any conflicts of interest, taking into account the "independence factors" identified by the SEC and Nasdaq. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis

Role of Competitive Benchmarking. The Compensation Committee measures the Company's senior management compensation levels with comparable compensation levels in industry benchmark studies and peer group data. We

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use survey data to benchmark our executive positions to those at other banking institutions with total asset sizes similar to ours.

In addition, the Compensation Committee evaluates the Company's named executive officer compensation levels with comparable compensation levels for a peer group of comparable banks based on asset size, geography and operations. The peer group companies considered by the Compensation Committee are:

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2025 EXECUTIVE COMPENSATION PROGRAM - DETAILED ANALYSIS

Base Salary

Base salaries paid to our executives competitively compensate them for the experience and skills needed to perform their current roles, as well as reward their prior individual performance. We seek to provide our senior management with a level of assured cash compensation in the form of base salary that reflects their professional status, accomplishments, and experience. In January 2025, following its review of competitive market data, the Compensation Committee (and, for Mr. Dueser, the independent members of the Board) approved base salary increases for each named executive officer, effective March 1, 2025. The Compensation Committee approved an increase in base salary to $600,000 for Mr. Bailey in connection with his appointment to President of the Company, effective January 1, 2025. Mr. Longhofer was not a named executive officer in 2024.

Short-term Incentives (Cash)

We offer a short-term incentive plan that provides senior management with an opportunity to receive a cash award based on the achievement of pre-determined performance goals.

Target Award Opportunities

Annual incentive target opportunities are expressed as a percentage of base salary and are established based on market data, and size and scope of job responsibilities to create a market-competitive total cash compensation level. Actual awards may range from zero to approximately 110% of target depending on performance results.

For the fiscal year 2025, the annual and actual incentive targets in dollars and percentages for the named executive officers were as follows:

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Performance Metrics, Goals and Results

For 2025, the Compensation Committee selected performance metrics that balance profitability, growth, efficiency, and risk management, using scorecards of financial and operational measures aligned with the Company's strategy. The plan places heavier emphasis on sustainable Bank Earnings Growth because it is a primary driver of long-term stockholder value and all NEOs are held accountable for results against this key financial measure. The other metrics vary to reflect differences in role and responsibility.

The scorecard for Messrs. Dueser, Bailey, Butler and Ms. Hickox (our CEO and Corporate leaders) emphasizes balanced growth, sustainable profitability, and operating discipline:

The scorecard for Mr. Longhofer (our EVP, Chief Credit Officer) emphasizes asset quality and prudent risk oversight in addition to earnings growth:

Based on the above performance results, Messrs. Dueser, Butler, Bailey and Ms. Hickox earned between 87% and 94% of their target awards and Mr. Longhofer earned 68% of his target award. Actual award amounts for each of the NEOs are listed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

While the performance goals are the primary drivers of annual incentive awards, the Compensation Committee retains discretion to adjust payouts upward or downward to ensure payouts appropriately reflect the Company's overall performance, including considerations such as audit, compliance, and asset quality, as well as each named executive officer's individual performance.

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Long-term Incentives (Equity Grants)

Fiscal 2025 Equity Awards

Long-term incentives are intended to align the long-term interests of our named executive officers and our shareholders and encourage the achievement of the long-term goals of the Company. Long-term equity incentives are also designed to motivate and retain top talent. To accomplish these objectives, the Compensation Committee considers a mix of equity vehicles when granting long-term incentives, using performance stock units (PSUs), stock options and restricted stock units (RSUs) as follows:

Long-term equity awards also include strong governance features, such as confidentiality and non-compete requirements, as well as clawback provisions that permit the Board to recoup compensation in the event of misconduct or other detrimental actions.

2025 Target Award Opportunity

The Compensation Committee determines long-term incentive award amounts based upon a number of factors, including competitive market data, total overall compensation provided to each named executive officer, Company performance during the fiscal year preceding the year of grant, and historic grants. The table below shows the annual long-term incentive award values granted for fiscal year 2025 for each of the named executive officers:

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Given the planned leadership transition effective February 1, 2026, Mr. Dueser did not receive stock options as part of his 2025 long-term incentive award; instead, his grant was delivered 50% in PSUs and 50% in RSUs to align with his future role and the Company's succession plan.

Award amounts for PSUs and RSUs were determined based on the closing price of our common stock on the date of grant on August 14, 2025, which was $36.43. Stock option awards were calculated based on Black-Scholes values.

For the PSU grant issued in 2025, the performance is measured based on relative ROAA over the three-year period (January 1, 2025 - December 31, 2027). Actual awards earned and vested may range from zero to 200% based on the following:

The Company must achieve the 60thpercentile to earn the target award and no PSUs will be earned below the threshold of 40thpercentile.

Stock Options.

Stock options are used as a long-term incentive to directly link executive compensation with stock price appreciation. In 2025, the Compensation Committee granted stock options. These awards vest in equal installments over three years and expire ten years from the grant date. The Committee encourages executives to build and maintain a meaningful equity stake in the Company, reinforcing alignment with stockholders.

Restricted Stock Units ("RSUs")

The RSUs include time-based vesting equally over a three-year period following the date of grants; the RSUs include dividend equivalent rights, which are distributable with the vesting of the shares but do not include voting rights.

Earned and Vested PSUs for the 2023 to 2025 Period

The Company expects to settle PSUs for the 2023 thru 2025 performance period in mid-March at 150% of the target award based on results. The performance goals for this period consist of relative operating earnings per share growth (50%) and relative ROAA (50%) as compared to industry peers. The industry peer group consists of over 60 banks with $10B to $50B in assets. For the period, the Company expects relative earnings per share growth to be approximately in the 51stpercentile and the relative ROAA at approximately the 89thpercentile.

OTHER COMPENSATION PRACTICES, POLICIES, AND PROGRAMS

Stock ownership guidelines

The Nominating/Corporate Governance Committee established minimum common shareholdings for the Company's executive officers. The chief executive officer is required to own shares of Company stock having a value equal to five times his base salary. The other executive officers are required to own shares of Company stock having a value equal to three times their base salary. The stock ownership level must be achieved within five years after first becoming an executive officer. If a current executive officer is promoted to the CEO or CFO position they will receive an additional five years to meet the ownership requirement. The executive officers are expected to accumulate the

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required number of shares over the applicable five-year period. Once achieved, ownership of the guidelines amount should be maintained as long as the individual remains an executive officer.

The complete "Stock Ownership Guidelines" can be found at www.ffin.com in the "Investor Relations/Shareholder Information/Governance Documents."

Compensation Recovery Policy

In July 2023, the Compensation Committee approved a Compensation Recovery Policy whereby the Company's executive officers subject to Section 16 of the Exchange Act, the presidents of the Company's subsidiaries or a regional division of the Bank and the regional chairpersons of the Bank will generally be subject to repayment or forfeiture of any incentive based compensation (as defined below) should the Company be required to prepare an accounting restatement such that the applicable person would have received a lesser incentive based compensation amount. Incentive based compensation, as defined in the policy, means any compensation that is awarded, earned or vested based in whole or in part on the attainment of any measure that is determined and presented in accordance with the accounting principles used in preparing the Company's financial statements, and any measures that are derived wholly or in part from those measures, whether or not the measure is presented within the financial statements or included in a filing with the SEC. The complete "Compensation Recovery Policy" can be found at www.ffin.com in the "Investor Relations/Shareholder Information/Governance Documents" section.

Retirement Plans

401(k), Profit Sharing Plan and Employee Stock Ownership Plan. All eligible employees, including the named executive officers, participate in Company's defined contribution plan. The 401(k) feature of the plan allows the participants to make pre-tax contributions. The plan includes a "safe harbor" Company match equal to 100% of each participant's contributions up to 3% of compensation, plus 50% of contributions between 3% and 5%.

Profit sharing contributions are discretionary, reviewed annually by the Compensation Committee, and approved by the Board. Employees are not required to contribute to receive profit sharing. Employer contributions are allocated pro rata based on participant compensation, as defined in the plan. The Internal Revenue Service limits the compensation amount used to calculate a participant's benefit to $350,000 for 2025 (adjusted annually). The total of employer and employee contributions may not exceed $70,000 in 2025. Participants may also make catch-up contributions, up to $7,500 if age 50 or older, and up to $11,250 if age 60-63.

Our plan also includes an employee stock ownership plan ("ESOP") component in which 25% of annual profit sharing contributions are invested in Company stock. Participants may take dividends in cash or reinvest in additional shares. Participants own and may vote the shares in their ESOP accounts.

The profit sharing plan provides for graduated vesting, with full vesting after six years of service. Safe harbor contributions and reinvested ESOP dividends vest immediately. Benefits include contributions, investment gains/losses, and forfeitures. Voluntary contributions are always fully vested. The plan also provides immediate vesting upon retirement, death, or disability.

Senior management participates on the same terms as all employees. Employer profit sharing contributions are capped at 15% of eligible pay, plus the safe harbor match, subject to IRS limits.

Supplemental Executive Retirement Plan.The SERP is a non-qualified deferred compensation plan for key executives designated by the Board, including our named executive officers. It provides benefits upon retirement, death, disability, or termination (other than "for cause"), in compliance with Section 409A of the Internal Revenue Code. The Company may make discretionary contributions to participant accounts, which may be fully or conditionally vested. All unvested amounts vest immediately upon death, disability, or a change in control. Participants may also defer cash salary, short-term incentives, and restricted or performance stock units into the SERP, based on their elections. Contributions are credited with earnings or losses based on participant investment elections, using the same investment options available under the Company's profit sharing plan (other than Company stock). Vested account balances are paid following termination, in a lump sum or installments, as elected by the participant in accordance with Section 409A. In January 2026, the Company contributed $905,000 to the SERP for all participants, including the named executive officers, with respect to 2025.

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Make Whole Plan. The Company maintains a frozen non-qualified excess benefit plan. Under this plan, executives whose Company contributions to the profit sharing plan and 401(k) match were limited by IRS rules previously received supplemental Company contributions equal to the amounts they would have received absent those limits. This plan used the same contribution formula and vesting requirements as the 401(k) plan and was 100% vested in the Company's common stock. This plan was implemented by the Compensation Committee to allow senior management whose compensation was in excess of Internal Revenue Service limits to have profit sharing/401(k) matches in the same proportionate ratio as all employees. The Make Whole Plan was "frozen" as to new participants and contributions effective December 31, 2018. At December 31, 2025, the plan held 112,149 of the Company's common shares.

Executive Recognition Agreements and Potential Payments Upon a Change in Control. The Company has entered into Executive Recognition agreements with named executive officers. The Company does not utilize employment agreements other than in connection with business combination transactions.

We believe our executive recognition agreements are conservative when compared to the competitive market. The agreements have been continually renewed since we view them as necessary to ensure the continued focus of our executives on making the appropriate strategic decisions for the Company, even if the decision involves a change in control.

Each executive recognition agreement provides severance benefits for each applicable executive officer if, within two years following a change in control, the officer's employment with us or our subsidiaries is terminated (i) by us (including any successor to us) or the subsidiary bank for any reason other than for cause (see below), or (ii) by the executive officer for good reason (see below).

As used in the executive recognition agreements, a "change in control" is defined as one or more of the following:

As used in the executive recognition agreements, "cause" means termination of an employee due to the:

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As used in the executive recognition agreements, "good reason" means termination by an employee due to:

Such severance benefits under the executive recognition agreements provide that the executive officer will receive a payment equal to a certain percentage (as set forth in his or her executive recognition agreement) of his or her annual base salary immediately preceding the date of termination along with the targeted amount of the employee's bonus prorated through the date of termination and payment of the employee's unused paid time-off. The percentage of annual base salary to be received upon a change in control pursuant to his or her executive recognition agreement is 200% (except for the CEO where this percentage is 300%).

The executive recognition agreements were renewed on July 1, 2024, with a term to expire on June 30, 2026. The agreements automatically renew for a two year period unless terminated by the Compensation Committee prior to the end of the term. However, if a change in control occurs during the original term of the executive recognition agreements, then the executive recognition agreements will continue in effect for an additional period of two years following the change in control. Similarly, if a second change in control occurs within two years from the date of the first change in control, then the executive recognition agreements will continue in effect for a period of two years from the date of the second change in control. The agreements include confidentiality obligations but do not bind the executives to non-competition, non-disparagement, or non-solicitation clauses.

The executive recognition agreements provide that if any payments or benefits to the employee would constitute a "parachute payment" (as defined in Internal Revenue Code Section 280G(b)(2)) and would be subject to excise tax, then a calculation shall be made comparing (i) the net benefit to the employee after payment of such excise tax to (ii) the net benefit to the employee if payments are limited to the extent necessary to avoid being subject to the excise tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the payments be reduced to the minimum extent necessary to ensure that no portion of the payment to the employee is subject to the excise tax.

Amounts that would be paid under these agreements upon a change in control and a qualifying termination for good reason using base salary information as of December 31, 2025, for the named executive officers would be as follows:

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* In connection with Mr. Dueser's transition to Executive Chairman as of February 1, 2026, he entered into a Transition and Retirement Agreement in which his Executive Recognition Agreement was terminated effective as of that date.

Perquisites and Other Benefits. The primary perquisites for senior management are the reimbursement of initiation fees and dues for one golf or social club. We seek to encourage our senior management to belong to a country club or social club so that they have a convenient entertainment forum for customers and to facilitate interaction with current and potential customers, many of whom belong to these clubs. We do not permit personal use of our Company airplane.

Senior management also participates in the Company's other benefit plans on the same terms as other employees. These plans include medical, life insurance, and flex spending account benefits. Relocation benefits also are reimbursed but are individually negotiated when they occur.

Severance Benefits. We believe that companies should provide reasonable severance benefits to employees. With respect to senior management, these severance benefits should reflect the fact that it may be difficult for employees to find comparable employment within a short period of time. Our policy for all employees provides that full-time employees who are discharged due to a restructuring or layoff are eligible to receive severance pay based on their years of service to the Company. The Company will provide one week of severance pay for each year of employee service, up to a maximum of six months of salary, except that in all cases, severance pay will not be less than four weeks pay. In order to receive severance pay, an employee must sign a release of claims in favor of the Company. Employees who do not sign the required release form will not receive severance pay.

Risk Assessment of Compensation Policies and Practices. In connection with the Compensation Committee's evaluation and review of the Company's compensation policies and practices for its officers and employees, as such policies and practices relating to risk management practices and risk-taking incentives, the Compensation Committee has determined that its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Insider Trading Policy / Equity Award Grant Practices. The Compensation Committee and Board approve annual equity award grants to employees (including the named executive officers) in August. Annual equity awards have
historically been granted on or around August 15.In addition to the annual grants, equity awards may be granted
at other times during the year to new hires, employees receiving promotions, and in other special circumstances.
We do not grant equity awards in anticipation of the release of material, nonpublic information, or time the
release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. For
all stock option awards, the exercise price is the closing price of our common stock on the date of the grant.If the
grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the last
trading day preceding the date of grant. No off-cycle stock option awards were granted to named executive
officers in 2025. During 2025, we did not grant equity awards to our named executive officers during the four
business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing
of a Form 8-K that discloses material nonpublic information.

Hedging Policy

The Company does not maintain a formal written policy specifically prohibiting directors, officers or other employees from engaging in transactions that hedge or offset decreases in the market value of the Company's equity securities, whether granted as compensation or otherwise held. All directors, officers and employees remain subject to the Company's insider trading policy and applicable securities laws which includes prohibitions on trading in puts, calls, or other derivative securities or engaging in short sales with respect to the Company's securities.

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Tax Considerations. Although deductibility of compensation is preferred, tax-deductibility is not a primary objective of the Company's compensation programs. The Company believes that achieving its objectives under the compensation philosophy set forth above is more important than the benefit of tax deductibility. The Company reserves the right to maintain flexibility in how it compensates its executive officers that may result in limiting the deductibility of amounts of compensation from time to time.

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee reviews the compensation programs for senior management of the Company, including those named executive officers in the tabular presentation included in this definitive proxy statement.

The Compensation Committee has reviewed and discussed the compensation discussion and analysis included in this proxy statement with management, and based on the reviews and discussions; the Compensation Committee recommended to the Board of Directors that the compensation discussion and analysis included herein be included in the proxy statement. The Board of Directors approved the Compensation Committee's recommendation. The members of the Compensation Committee are considered independent because we believe they satisfy the independence requirements for Compensation Committee members prescribed by Nasdaq and the Securities and Exchange Commission.

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the total compensation for our named executive officers in 2025, 2024, and 2023:

* Mr. Dueser declined to receive his long-term equity and short-term non-equity incentives for 2023.

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Grants of Plan-Based Awards

During 2025, the Compensation Committee, and approved by the Board of Directors, granted incentive stock options, restricted stock units, and performance stock units under the 2021 Omnibus Stock and Incentive Plan approved by shareholders on April 27, 2021. The following table discloses information related to the grants made during 2025: