FIRST FINANCIAL BANKSHARES INC 8-K

What Happened
First Financial Bankshares, Inc. (and First Financial Bank) announced on January 27, 2026 (filed via Form 8-K) that David Bailey, age 42, will be promoted to President and Chief Executive Officer of both entities effective February 1, 2026. He succeeds F. Scott Dueser, who will step down as CEO on February 1, 2026 and continue to serve as Executive Chairman under a Transition and Retirement Agreement through the company’s 2028 annual meeting (the “Scheduled Retirement Date”). The company also issued a press release dated January 28, 2026 announcing the change.

Key Details

• David Bailey has served as First Financial’s President since January 2025 and previously held senior roles including Executive VP & Chief Banking Officer (since March 2024) and various commercial/regional leadership positions. The filing reports no related-party transactions or family relationships requiring disclosure.
• Transition Agreement effective January 27, 2026: Mr. Dueser’s annualized base salary during the transition will be $1,105,000 for 2026, $772,500 for 2027, and $400,000 for 2028 (prorated through the Scheduled Retirement Date).
• Incentive and equity terms: Mr. Dueser is eligible for annual incentive targets of 80% of base salary for 2026 and 60% for 2027 (no incentive in 2028). He is eligible for a 2026 equity award with a target grant date fair value of $900,000 (50% time‑based RSUs; 50% performance‑based RSUs).
• Other provisions: continued participation in benefit plans, indemnification and D&O insurance, specified treatment of outstanding equity awards on retirement/termination, and continuation of base salary through the Scheduled Retirement Date if the Company terminates him without cause (subject to restrictive covenants). The prior Executive Recognition Agreement (Aug 1, 2022) was terminated effective as of the Transition Agreement.

Why It Matters
This filing confirms a planned leadership transition with continuity: the outgoing CEO remains engaged as Executive Chairman through the 2028 annual meeting, which may help with strategic and operational handoff. For investors, the Transition Agreement creates multi-year compensation commitments (salary, potential incentives, and a sizable 2026 equity award) that could affect executive compensation expense and equity dilution. The company’s disclosure of specific dollar amounts and timelines gives shareholders clarity on the financial and governance aspects of the CEO change.