FFIN 8-K
First Financial Bankshares Inc (FFIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
CEO Transition
On January 27, 2026, the Boards of Directors of First Financial Bankshares, Inc. (“First Financial”) and First Financial Bank (the “Bank”, and together with First Financial, the “Company”) announced the promotion of David Bailey to President and Chief Executive Officer of both entities effective February 1, 2026. Mr. Bailey succeeds F. Scott Dueser, who is transitioning from that role and continuing to serve as Executive Chairman pursuant to a transition and retirement agreement (the “Transition Agreement”) described below, and continuing his longstanding service as a member of the Board of Directors of the Company.
Mr. Bailey, age 42, has served as President of the Company since January 2025. Prior to serving in such role, Mr. Bailey served as Executive Vice President, Chief Banking Officer of the Company since March 2024, Executive Vice President, Commercial Banking from October 2021 to February 2024, Senior Lender of Abilene Region from 2020 to 2021, and CEO and President of the Eastland Region of the Bank.
There are no transactions between the Company and Mr. Bailey that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Bailey and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K. Further, there is no arrangement or understanding between Mr. Bailey and any other persons pursuant to which Mr. Bailey was selected as an officer.
Transition Agreement
On January 27, 2026 (the “Effective Date”), the Company entered into the Transition Agreement with F. Scott Dueser, the Company’s Chief Executive Officer. Pursuant to the Transition Agreement, Mr. Dueser will step down as Chief Executive Officer effective February 1, 2026 (the “Transition Date”) and will continue to be employed by the Company as Executive Chairman through the date of the Company’s 2028 annual meeting of shareholders (the “Scheduled Retirement Date”), unless his employment is terminated earlier in accordance with the Transition Agreement. Following the Transition Date, Mr. Dueser’s role will be advisory in nature, and he will report to the Board of Directors.
The Transition Agreement provides that Mr. Dueser will receive base salary at the following annualized rates during the transition period: $1,105,000 in 2026, $772,500 in 2027, and $400,000 in 2028 (prorated through the Scheduled Retirement Date). Mr. Dueser will be eligible to participate in the Company’s annual incentive plan with a target opportunity equal to 80% of base salary for 2026 and 60% of base salary for 2027, and will not be eligible for annual incentive compensation in 2028.
Mr. Dueser will be eligible to receive an equity award in 2026 with a target grant date fair value of $900,000, consisting of 50% time-based restricted stock units and 50% performance-based restricted stock units.
The Transition Agreement provides for Mr. Dueser’s continued participation in employee benefit plans, continued indemnification and directors’ and officers’ liability insurance coverage, and specified treatment of outstanding equity awards upon retirement or certain termination events. If Mr. Dueser’s employment is terminated by the Company without cause following the Transition Date, the Company will continue to pay base salary through the Scheduled Retirement Date, subject to his compliance with restrictive covenants.
In connection with the Transition Agreement, the Executive Recognition Agreement dated August 1, 2022 between First Financial and Mr. Dueser was terminated effective as of the Effective Date.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE
On January 28, 2026, the Company issued a press release announcing Mr. Bailey’s appointment as CEO and Mr. Dueser’s transition from CEO to Executive Chairman, effective as of February 1, 2026. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press Release dated January 28, 2026
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRST FINANCIAL BANKSHARES, INC. |
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(Registrant) |
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DATE: January 29, 2026 |
By: |
/s/ Michelle S. Hickox |
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MICHELLE S. HICKOX |
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Executive Vice President, Chief Financial Officer |
Exhibit 10.1
TRANSITION AND RETIREMENT AGREEMENT
This TRANSITION AND RETIREMENT AGREEMENT (this “Agreement”) is entered into as of January 27, 2026 (the “Effective Date”), by and between F. Scott Dueser (“Executive”) and First Financial Bankshares, Inc., and First Financial Bank for and on behalf of themselves and their predecessors, successors, assigns, parents, subsidiaries, branches, affiliated entities and related entities (collectively, “Company”). Executive and the Company are collectively referred to in this Agreement as the “Parties.”
RECITALS
WHEREAS, Executive has provided the Company with notice of his intention (a) to step down as Chief Executive Officer of the Company effective as of February 1, 2026 (the “Transition Date”) and (b) retire from the Company effective as of the date of the Company’s 2028 annual shareholders’ meeting (such date, the “Scheduled Retirement Date”);
WHEREAS, the Company wishes to retain Executive in an advisory leadership capacity to ensure continuity of strategic leadership, preserve institutional knowledge and relationships, and support the Company’s Chief Executive Officer and senior leadership team during a planned leadership transition; and
WHEREAS, Executive is willing to accept continued employment as Executive Chair of the Company under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Any such incentive compensation shall be subject to the terms and conditions of the applicable plan as in effect from time to time.
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The Company shall indemnify Executive to the fullest extent permitted by the Company’s certificate of incorporation, bylaws, and applicable law for actions taken in Executive’s capacity as an officer, director, or employee of the Company. The Company shall maintain directors’ and officers’ liability insurance coverage for Executive on terms no less favorable than those provided to other senior executives and directors, including for six (6) years following the termination of Executive’s employment.
Executive acknowledges and agrees that any and all restrictive covenants previously entered into between Executive and the Company (including, without limitation, obligations relating to confidentiality, non-disclosure, non-competition, and non-solicitation) (collectively, the “Restrictive Covenant Obligations”) shall remain in full force and effect in accordance with their terms. Executive further acknowledges that nothing in this Agreement shall be construed to limit, waive, or supersede any such Restrictive Covenant Obligations, which shall survive the execution and performance of this Agreement and the termination of the Executive’s employment with the Company.
The Parties agree that that certain Executive Recognition Agreement dated August 1, 2022, between Executive and the Company (the “ERA”) shall terminate effective as of the Effective Date, and the Company shall have no further liability or obligation to Executive under the ERA after the Effective Date.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
FIRST FINANCIAL BANKSHARES, INC.
and
FIRST FINANCIAL BANK
By: ________________________________________
Name: Tim Lancaster
Title: Chair, Compensation Committee of the Board of Directors of First Financial Bankshares, Inc.
Address:
Attn: General Counsel
400 Pine Street
Abilene, TX 79601
EXECUTIVE
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F. Scott Dueser
Address:
Address on file with the Company.
{Signature Page to Transition and Retirement Agreement}
Exhibit 99.1
For immediate release |
For More Information: F. Scott Dueser, Executive Chairman 325.627.7155
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First Financial Bankshares, Inc., First Financial Bank Announce Promotion of David Bailey to CEO
ABILENE, Texas, January 28, 2026 /PRNewswire/ -- The Boards of Directors of First Financial Bankshares, Inc. (“First Financial”) (NASDAQ: FFIN), and First Financial Bank (the “Bank” and together with First Financial, the “Company”, “we”, “us”, or “our”) has announced the promotion of David Bailey to CEO of both entities. The position was previously held by F. Scott Dueser, who will continue to serve as Executive Chairman of the Boards.
“The First Financial board of directors and I are pleased to announce the promotion of David Bailey, who will now serve as President and CEO of First Financial Bankshares and First Financial Bank,” said F. Scott Dueser, Executive Chairman of the Board. “David has been with the Company for over 22 years and is extremely qualified to lead the Company with his deep knowledge of the industry, his commitment for Excellence and Customer Service, history of rising through the ranks from a teller’s position to President and now CEO, his vision to grow the Company well into the future, and his commitment to make sure the Company continues to be one of the top rated banks in the country. I have committed through a transition and retirement agreement to stay on as Executive Chairman through the 2028 Annual Meeting. This will allow David and me to continue to work together for a smooth transition in accordance with the Company’s ongoing management succession plan.”
David Bailey started as a teller at the Bank and in recognition of his excellence and commitment to the Company progressed steadily to become President and CEO of the Eastland Division and later, Executive Vice President, Head of Commercial Banking for the Company and then Executive Vice President, Chief Banking Officer, where he oversaw all lending and treasury management functions, while also serving as Co-Chair of the Service Improvement Team.
He is a graduate of McMurry University, FFIN University, and Southwest Graduate School of Banking at SMU. David presently serves as First Vice Chair of the board of trustees for McMurry University, Secretary/Treasurer of the Abilene Chamber of Commerce, Executive Board Member of the Hendrick Medical Center Foundation, and Chair Elect of the Board of the Abilene Philharmonic Orchestra. Previously, he served on multiple boards in Eastland County and has actively served his church in numerous volunteer positions.
About First Financial Bank
First Financial Bank is a wholly owned subsidiary of First Financial Bankshares, Inc. (NASDAQ: FFIN). Headquartered in Abilene, Texas, First Financial Bankshares, Inc. is a financial holding company that through its subsidiary, First Financial Bank, operates multiple banking regions with 79 locations in Texas, including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Bryan, Burleson, College Station, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, El Campo, Fort Worth, Franklin, Fulshear, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Kingwood, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Palacios, Port Arthur, Ranger, Rising Star, Roby, San Angelo, Southlake, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. The Company also operates First Financial Trust & Asset Management Company, with nine locations, and First Technology Services, Inc., a technology operating company.