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

325.627.7038

NOTICE OF THE 20222023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 26, 202225, 2023

To our valued shareholders:

We cordially invite you to attend the 2023 annual meeting of our 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 26, 2022,25, 2023, for the following purposes:

Only shareholders entitled to receive notice of recordand vote at the annual meeting or any adjournments or postponements thereof was the close of business on March 1, 2022, are entitled to notice of and to vote at the annual meeting (or any adjournment or postponement thereof).

We use the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on2023. On or about March 17, 2022,23, 2023, we sentmailed to shareholders of record atthis notice of the close2023 annual meeting of business on March 1, 2022, a Notice of Internet Availability of Proxy Materials (the “Notice”), which includes instructions on how to accessshareholders, the proxy statement, our 2022 Proxy Statement and 2021 Annual Reportannual report on Form 10-K, (“Form 10-K”) online, and howour annual report to vote your shares. If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.

We will also mail separately from the above Notice, in compliance with the SEC’s rules, (1) our 2021 Annual Report to Shareholders,shareholders, which describes our activities during 2021, (2)2022, a proxy voting card, for 2022, and (3) 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 be present at the annual meeting. WhetherWe respectfully urge you to vote by proxy as promptly as possible, whether or not you plan to attendjoin us at the annual meeting, pleasemeeting. It is important that your shares be represented. Please take a moment to carefully read this proxy statement and the voting instructions in the Notice of Internet Availability of Proxy Materials. Then please vote over the Internet, or if you received a paper proxy card in the mail, by completing, signing, dating, and mailing the completed proxy card to us. The instructions in the Notice of Internet Availability of Proxy Materials orinstructions. You may submit your proxy card describe how to use these convenient services.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 in writing at any time before the annual meeting, so long as your written request is received by our corporate secretary beforeprior to the call to order of the annual meeting.meeting by following the instructions in the proxy statement.

We will also be hosting oura luncheon after the annual meeting this year with an invitation to follow separately from the Notice. Therefore, weyear. We kindly request that you confirm your attendance by completing the reply card enclosed with the invitation to our luncheon and returning it to us by April 15, 2022,14, 2023, or by calling 325.627.7038 or e-mailing awatkins@ffin.com to RSVP before this date.

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.live-events. Please note that shareholders who 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.

Important Notice Regarding the Availability of Proxy Materials for the 20222023 Annual Meeting of Shareholders to be Held on April 26, 2022, 25, 2023, the proxy statement, 2022 annual report (Form 10-K),to shareholders, 2022 annual report on Form 10-K, and other proxy information for security holders are available free of charge at https://www.ffin.com/sec.

		By order of the Board of Directors,
March 17, 202215, 2023		F. Scott Dueser
		Chairman, President and Chief Executive Officer

FIRST FINANCIAL BANKSHARES, INC.

PROXY STATEMENT

TABLE OF CONTENTS

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 1, 2023 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 - 2023 Proxy Statement

FIRST FINANCIAL BANKSHARES, INC.

400 Pine Street

Abilene, Texas 79601

325.627.7038

PROXY STATEMENT

20222023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 26, 202225, 2023

INTRODUCTION

The Board of Directors of First Financial Bankshares, Inc. hereby solicits your proxy for use at the 20222023 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 26, 2022.25, 2023.

In order to enable us to comply with best safety practices and governmental restrictions relating to COVID, weWe kindly request that you confirm your attendance either by either responding viawith the RSVP online or completing thecompleted reply card, mailedcalling 325.627.7038 or e-mailing awatkins@ffin.com to you and returning it to usRSVP by April 15, 2022, or calling 325.627.7038 to RSVP before this date.14, 2023.

While we intend to hold our annual meeting in person, we are monitoring public health and travel safety concerns relating to COVID. If we determine that a change in the date, time, or location of the annual meeting or a change to a virtual meeting format is advisable or required, we will announce such changes through a press release, additional proxy materials filed with the Securities and Exchange Commission, and on our investor relations website at https://investorrelations.ffin.com. Please check this website in advance of the meeting date if you plan to attend in person.

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 visitingwww.ffin.com/live-events.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 310, Abilene, Texas 79601. Our telephone number is 325.627.7038.

Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021, over the Internet. Accordingly, we are providing our shareholders with a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of our proxy materials. The Notice contains instructions on how to access our proxy materials and how to vote your shares, as well as instructions on how to request a paper or e-mail copy of our proxy materials. We believe this electronic distribution process expedites shareholders’ receipt of proxy materials and reduces the environmental impact and cost of printing and distributing our proxy materials. We mailed the Notice onOn or about March 17, 2022,23rd, 2023, we mailed to all shareholders of record entitled to vote at the Annual Meeting atas of the close of business on March 1, 2022,2023, the record date for the annual meeting. You should read our entiremeeting, this notice of the 2023 annual meeting of shareholders, the proxy statement, carefully before voting.

Following the mailing of the Notice, we will separately mailour annual report on Form 10-K, and our 2022 annual report to you, in compliance with the SEC’s rules, (1)shareholders, which describes our Annual Report to Shareholders; (2)activities during 2022, a proxy voting card;card, and (3) an invitation to attend the annual meeting and our luncheon following the meeting andtogether with RSVP card.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, N.A. is referred to as the “Bank,” and First Financial Trust and Asset Management, N.A. is referred to as the “Trust Company.”

First Financial Bankshares, Inc. - 2 - 2023 Proxy Statement

1

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 Notice of Internet Availability of Proxy Materials and, if applicable, any printed copies of 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 rules,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 and RSVP request from your broker, 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 2022 Annual Meeting2023 annual meeting of Shareholdersshareholders of First Financial Bankshares, Inc. to be held at 10:30 a.m., Central time, on Tuesday, April 26, 2022,25, 2023, including any adjournments or postponements of the meeting.

Pursuant to rules promulgated by the SEC, we have elected to provide access to our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021, over the Internet. Accordingly, we are providing our shareholders with a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials and how to vote your shares, as well as instructions on how to request a paper or e-mail copy of our proxy materials. 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, the advisory vote on compensation paid to our named executive officers or the advisory vote on the frequency of the advisory vote on the 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. The Securities and Exchange Commission also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about the proxy voting process.

First Financial Bankshares, Inc. - 3 - 2023 Proxy Statement

2

Record Date

Our Board of Directors has established the close of business on March 1, 2022,2023, 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 142,606,642142,701,931 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. 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.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 thethis 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.

With respect to “Proposal 4 – Advisory, Non-Binding Vote on Frequency of Executive Compensation Vote,” we are asking shareholders whether the advisory vote on executive compensation should occur every three years, every two years or every year. The option of once every three years, every two years or every year that receives the greatest number of votes will be the frequency approved by shareholders. Voting on Proposal 4 is being conducted on an advisory basis, and, therefore, the voting results will not be binding on the Company, the Board 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 eleven director nominees, "FOR" the ratification of the appointment of our independent auditors, and "FOR" the resolution approving the compensation of our named executive officers.officers AND "FOR" THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS TO OCCUR EVERY (1) YEAR.

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 voted FORthe eleven director

First Financial Bankshares, Inc. - 4 - 2023 Proxy Statement

nominees, FOR the ratification of the appointment of our independent auditors, and FOR the resolution approving the compensation of our named executive officers.officers, and for the advisory vote on the compensation of our named executive officers to occur EVERY (1) YEAR.

3

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 310, Abilene, Texas 79601, during ordinary business hours commencing April 16, 2022,15, 2023, and continuing through the date of the annual meeting.

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 and Revocation

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 - 2023 Proxy Statement

4

SUMMARY OF ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”) ACTIVITIES

For over 130133 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.

We continue to assess our ESG activities utilizing our overall materiality assessments developed in coordination with our ESG advisory consultants. This assessment is being used as ato guide to our ongoing overall approach to ESG.ESG activities. As part of our approach,this process, we are working towards more formal annual reporting utilizing the Sustainability Accounting Standards Board (“SASB”)(SASB) commercial bank standards under the guidance and oversight of ourthe Nominating/Corporate Governance Committee and Board. For reporting purposes,Board of Directors.

Commitment to Employees

As of December 31, 2022 we had 1,415 full time and 86 part time employees located in Abilene and our 12 regions throughout Texas. We know our employees are one of our greatest assets and they are foundational to our current and future success. We are committed to maintaining competitive compensation in our markets. During 2022, we evaluated our hourly wages and increased minimum pay for many of our employees that work directly with customers in our branches or provide customer service in our call center.

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 that offer confidential emotional support and work-life solutions. We also provide programs that emphasize and protect financial wellness through our profit-sharing plan and generous 401(k) matching policy. The Company has a robust employee recognition program that highlights employees that create “Wows” for our customers as well as recognizes employees that save customers from fraudulent activity, known as “Fraudbusters.”

Employee training is fundamental to our vision and is one of our 21 Service Non-Negotiables. We believe that “knowledge of our job and the financial industry is essential in providing the appropriate expertise. We encourage our employees to take advantage of the numerous training opportunities available to them and obtain certifications and degrees for current and future roles. During 2022, we provided over 27,000 internally developed training programs. Our employees also completed approximately 27,000 classes through the American Bankers Association (ABA). In addition, we have a generous college tuition reimbursement program to assist employees in obtaining degrees that will use 2021 reporting metrics asopen opportunities at higher levels in our benchmark for future updates.Company. In the past 5 years, we have provided tuition assistance to 127 employees.

The Company values the recruitment and retention of a diverse and inclusive workforce that is representative of the communities that we serve. Our focus on diversity, equity and inclusion is also included in our 21 Service Non-Negotiables. By promoting and fostering a workforce that we believe is reflective of our customers and communities, we seek to better understand the financial needs of our prospects and customers and provide them with relevant financial service products. This philosophy enables us to provide different solutions to issues where we can achieve the greatest outcome. We will continue to be an organization that embraces diversity and provides an employee experience that is inclusive and where we treat each other with grace, understanding and acceptance. As of December 31, 2022, 30% of our leadership positions were held by women and 14% were held by ethnic minorities.

Environmental Considerations	Our People
Our commitment to improving the environment includes:
●  Our Environmental Policy Statement, available on our website at www.ffin.com/AboutUs/OurEnvironmental Policy, was adopted by the Board of Directors in 2019, and assigns oversight to the Nominating/Corporate Governance Committee. The statement addresses our commitment and approach to the environment, resource conservation, and governance.
●  During 2021, the State of Texas surpassed 15,000 wind turbines, with over 1,800 wind turbines near our headquarters location in Abilene, Texas. Included in that count is one of the top 5 wind farms in the U.S.; as a part of Texas’ diversified energy mix. Wind provides a significant amount of our electrical power for our facilities in the Abilene Region. Our Trust Company actively manages real estate for our customers, covering approximately 45,000 acres managed and containing approximately 100 wind turbines.
●  At December 31, 2021, our investment securities portfolio included 23 investments totaling $70.9 million, which were identified as “green bond” issuances.
●  We provided direct lending through responsible product offerings to support the revitalization and energy-efficient projects for municipalities and school districts across Texas, which totaled approximately $3.3 million on December 31, 2021. We continue to develop similar lending products for customers to utilize in improving their energy efficiency and infrastructure improvements.
●  Over the last two years, we completed the upgrade of virtually all lighting in our facilities to LED lights and low-heat emission bulbs without mercury to conserve energy and protect the environment.
●  In partnership with third-party vendors, we shred a large majority of our paper produced as part of our document destruction and privacy programs. The shredded paper is recycled by the third-party vendors.
●  We increased our e-Statement enrollment, our digital alternative to paper statements for depository accounts, from just under 169,000 accounts to over 183,000 accounts during 2021, which represents 57.4% of total deposit accounts reducing paper usage.
●  We provide digital online mortgage and consumer loan applications, which offer an efficient process for applying for a home mortgage and consumer loans, reducing the need for the reproduction of paper documents, unnecessary trips to the branch, and allows for the electronic retention of the documents versus printing and storage. During 2021, we processed over 42,500 applications on these tools. Additionally, we use electronic signature (“e-sign”) tools to reduce paper usage and travel to open depository accounts which was utilized in approximately 60% of new accounts opened in 2021.

5

6

7

We have established a Risk Appetite statement that is monitored and reported to the Risk Committee annually or more often as needed.

8

Our Communities

The Company has always had the philosophy that we are only as good as the communities which we serve.We strive to improve the quality of life in every community that is in our footprint. We support schools, cities, counties, nonprofits and churches with the latest in financial services, as well as our time and money. We encourage our employees to be active in communities and charitable organizations by being on their boards, volunteering their time and helping raise funding. The impact our team has is highlighted by our annual Day of Service, where we had 1,056 employees serve 80 organizations across our footprint.

In addition to volunteering, the Company provided over $2.4 million in support to charitable organizations and schools during 2022 and over $23 million in the past 10 years. We also committed $5.5 million out of a $9 million investment to fund a low-income senior living project south of downtown in Abilene, Texas, which is home to our corporate offices.

We are committed to expand access to financial services in underserved majority minority and low-income areas within our footprint by providing financial literacy, fraud and home ownershp classes. The Company developed an Individual Tax Identification Number (ITIN) residential mortgage loan product for legal immigrants in late 2021, to help them achieve the dream of home ownership. We have continued to emphasize this product in our markets and grow this program and other affordable housing loan products throughout 2022.

Our Environment

We are committed to operating our Company 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 shred and recycle most of the paper we use as part of our privacy program and to reduce environmental impact. In 2022, we shredded and recycled about 140,000 pounds of paper.

Environmental concerns also inform our decisions on product offerings. We have continued to emphasize e-Statement enrollment for depository accounts which has increased to 59% of total deposit accounts and 50% of deposit customers access accounts digitally. We also offer digital online mortgage and consumer loan applications which reduces paper usage as well as limits a customer’s travel to a branch and allows for electronic versus paper document storage. Significant adoption of electronic signature tools for customer account documents as well as internal documents serves to significantly reduce paper usage throughout the Company.

First Financial Bankshares, Inc. - 8 - 2023 Proxy Statement

PROPOSAL 1

– ELECTION OF DIRECTORS

General

While our amended and restated bylaws fix the number of directors at a number not less than seven nor more than fifteen, the Board of Directors has fixed the number of current directors at twelve, which will be reduced to eleven following our 2022 annual meeting.eleven. 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 proxies will be voted to elect any substitute nominee or nominees designated by the Board of Directors. At the annual meeting, eleven directors are to be elected, each for a term of one year and 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 and inclusion in the governance and operations of the Company. These values are reflected in identifying candidates for Board service and in the overall makeup of the Board of Directors so that the Boardit is inclusive of members who reflect racial, gender, and ethnic diversity.

The Company’s Board of Directors appointselects the Boards of Directors for First Financial Bank, N.A. and First Financial Trust and Asset Management Company, N.A. The Bank’s Board of Directors also appoints the Bank’s regional Bank’s advisory boards, the Bank’s board committees, and elects the Board of Directors for First Technology Services Inc. The regional advisory and subsidiary boards serve as a training ground for prospective Company directors. At present, there are 3532 minority and/or women members on these boards.

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 - 2023 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

9

Nominating/Corporate Governance Committee and the Board of Directors also consider the past performance of such director on our Board of Directors.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 Directors’ 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 Directors’ 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 4624 of this proxy statement.

Summary of Board Diversity

10The following matrix, as required by Nasdaq listing rules, demonstrates our ongoing commitment to diversity:

Beneficial Ownership Summary

The namesAdditionally, the following graphs illustrate the independence, average tenure, average age, and principal occupationsdiversity of our current directors and nominees, together withBoard of Directors, following the length of service as a director and the number of our common shares beneficially owned by each of them on March 1, 2022, 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 310, Abilene, Texas 79601.Annual Meeting:

* Less than 1%

**See “Executive Officers” on pages 19-20

Board Composition

11

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.

First Financial Bankshares, Inc. - 11 - 2023 Proxy Statement

Pursuant to the rules of the Nasdaq Stock Market LLC (“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.

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

12

First Financial Bankshares, Inc. - 12 - 2023 Proxy Statement

First Financial Bankshares, Inc. - 13 - 2023 Proxy Statement

Qualifications & Experience

Mr. Dueser adds financial services experience, especially lending, oil and gas expertise, and asset-liability management, to the Board of Directors, as well as a deep understanding of the Company’s business and operations. Mr. Dueser also brings risk and operations management and strategic planning expertise to the Board of Directors, skills that are important as we continue to implement our business strategy and acquire and integrate growth opportunities.

13

Southwestern Graduate School of Banking at SMU in 2013. Mr. Dueser adds financial services experience, especially lending, oil and gas expertise, and asset-liability management, to the Board of Directors, as well as a deep understanding of the Company’s business and operations. Mr. Dueser also brings risk and operations management and strategic planning expertise to the Board of Directors, skills that are important as we continue to implement our business strategy and acquire and integrate growth opportunities.

First Financial Bankshares, Inc. - 14 - 2023 Proxy Statement

14

First Financial Bankshares, Inc. - 15 - 2023 Proxy Statement

First Financial Bankshares, Inc. - 16 - 2023 Proxy Statement

15

Summary of Board Diversity

The following matrix, as required by Nasdaq listing rules, demonstrates our ongoing commitment to diversity:

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

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU

VOTE “FOR” THE ELECTION OF EACH OF THESE NOMINEES.

16

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, 2022, and to serve until the next annual meeting in April 2023. 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"FOR" the ratificationelection 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.all eleven director nominees.

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, 2022.

17

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 21 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, - 17 - 2023 Proxy Statement

Beneficial Ownership Summary

The names and principal occupations of our current directors and nominees, together with the compensation paid to the Company’s named executive officers,length of service as disclosed pursuant to Item 402 of Regulation S-K in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion.

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.

18

EXECUTIVE OFFICERS

Set forth in the following table are our named executive officers for 2021, the number of years they have served in their current position, their principal occupation,a director and the number of our common shares beneficially owned by each of them as ofon March 1, 2022.2023, are set forth in the following tables. Except as otherwise indicated, the named executive officerbeneficial owner has sole voting and investment power with respect to the shares he holds.held by him or her. The address for each individual is 400 Pine Street, Suite 310, Abilene, Texas 79601.

*Less than 1%

**A wholly-owned subsidiary See “Executive Officers” on pages 30-31

First Financial Bankshares, Inc. - 18 - 2023 Proxy Statement

19

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 2021:

EXECUTIVE SUMMARY

2021 Selected Business Highlights

Total Shareholder Return (“TSR”). The graph below shows our TSR, showing the actual return of our stock price with dividends reinvested, expressed as a cumulative return to our shareholders over the past decade. As illustrated, a $100 investment in First Financial Bankshares, Inc. (“FFIN”) common stock on December 31, 2011, would be valued at $729 as of December 31, 2021, which significantly outperformed the financial services industry over the period, as measured2022, by the S&P 500 Financials Index, S&P U.S. BMI Bank Index, and the KBW NASDAQ Regional Bank Index (“KRX”) as well as the broader S&P 500 Index

21

Financial Highlights. To provide a backdrop for executive pay decisions for 2021, the following key operating metrics and financial highlights provide an overview for our operating results:

22

Strategic/Non-Financial Highlights. To provide additional information on other strategic accomplishments and focus for 2021, we have provided the following:

23

In summary, the Compensation Committee’s key pay decisions for Named Executive Officers (“NEOs”) in 2021 included:

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 factoreach entity or person who is assigned a quantitative weighting. Because a substantial majority (97.1% of votes cast)known to beneficially own 5% or more of our shareholders approved the compensation program described in our proxy statement in 2021, 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.

What We Do

24

What We Don’t Do

The Compensation Committee’s philosophy is to provide a compensation package that attracts and retains executive talent, provides rewards for superior performance, and discourages underperformance. It is also the Compensation Committee’s practice to provide a balanced mix of short- and long-term compensation and cash and equity-based compensation that the committee believes appropriate to mitigate excessive risk-taking and align the short- and long-term interests of the Company’s executives with that of its shareholders and encourage executives to participate and perform as equity owners of the Company.

We believe that to attract and retain the quality of executive talent necessary to achieve our long-term strategic business goals; we must offer a competitive compensation package to our executives. The Compensation Committee seeks to attract executive talent by offering competitive base salaries, annual performance incentive opportunities, and long-term awards under the Company’s long-term incentive programs (including profit sharing, employee stock ownership plan, restricted stock units (“RSUs”) and performance stock units (“PSUs”), and stock options). The Compensation Committee reviews the range of total compensation in the market for various positions. Executive compensation is based on factors including the competitive market for talent, responsibilities, skills, experience, and performance. We consider the executive’s scope of responsibilities, skills and experience, overall Company performance, and the Board of Directors’ evaluation of the executive’s individual performance. Based on our business strategy and the results we expect from our executives, we attempt to blend their compensation pay between short- and long-term pay as well as the mix of cash and equity compensation to promote our short- and long-term business objectives. We believe the design of our compensation programs and the amounts paid have been and continue to be appropriate and reasonable. We continually review our programs to ensure they are aligned with our business objectives and shareholder interests.

It is the Compensation Committee’s practice to provide incentives that promote both the short- and long-term financial objectives of the Company. To motivate our executives to achieve our strategic business goals, we offer the opportunity to earn the targeted level of pay through incentive compensation that correlates to the Company’s short- and long-term performance. These incentives are based on financial and investment metrics underlying Company performance, including earnings growth, return on assets, return on equity, net interest margin, credit quality metrics, and efficiency ratio. Annual bonuses reward achievement of short-term objectives based on the Company’s operational business plan that are established to encourage our executives to make decisions currently that promote shareholder value. Long-term incentive programs encourage executives to focus on the Company’s long-term strategic goals, which are catalysts to drive sustainable long-term shareholder value while accomplishing a high level of retention of our executives. Our compensation program also accounts for individual performance, which enables the Compensation Committee to differentiate among executives and emphasize the link between personal performance and compensation.

25

Key Elements of Executive Compensation7

common shares:

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 (“NEOs”). The Compensation Committee

The Compensation Committee makes all final compensation and equity award decisions regarding our executive officers, except for the Chief Executive Officer (“CEO”), whose compensation is determined by the independent members of the full Board of Directors, based upon recommendations of the Compensation Committee.

Role of Senior Management. Members of our management team attend regular 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 his 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 are allowed to vote on decisions regarding executive officer compensation.

Role of the Independent Consultant. The Compensation Committee has the sole authority to retain, terminate, obtain advice from, oversee, and compensate its outside advisors, including its compensation consultant. The Compensation Committee has the funding it needs for these purposes.

The Compensation Committee initially retained Pearl Meyer in 2020, which continued in 2021, 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.

None of the Company’s management team participated in the Compensation Committee’s decision to retain Pearl Meyer. Pearl Meyer reports directly to the Compensation Committee, and the Compensation Committee may replace Pearl Meyer or hire additional consultants at any time.

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 Peal Meyer in late 2021 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 consultantsolely on a periodic basis.

In 2021, Pearl Meyer prepared an executive compensation report with regard to the named executive officers. This analysis included a review of the competitiveness of the compensation levels, pay for performance analysis, and a retention analysis. Pearl Meyer utilized a group of publicly traded financial institutions (the “Peer Group”) disclosed below.

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

In 2021, the Compensation Committee requested Pearl Meyer to perform an annual compensation review against both the public peer group and the comparable-size banks. The peer group companies considered by the Compensation Committee are:

27

2021 EXECUTIVE COMPENSATION PROGRAM – DETAILED ANALYSIS

The following is a summary of the elements of compensation provided to our Chief Executive Officer and other named executive officers. Further details and disclosures of each of these elements can be found in the tabular disclosures that follow.

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 2021, effective March 1, 2021, based on its review of the competitive market data, the Compensation Committee increased the base salary for each named executive officer as follows:

Additionally, the Compensation Committee met in January 2022 and approved base salaries for 2022 for the named executive officers, effective March 1, 2022, as follows: Mr. Dueser - $1,125,000, Mr. Butler - $600,000, Mr. Gordon - $620,000, and Mr. Thaxton - $453,000.

Short-term Incentives (Cash Bonus)

For the fiscal year 2021, the annual and actual incentive targets in dollars and percentages for the named executive officers were as follows:

We offer a short-term incentive plan that provides senior management with an opportunity to receive a cash bonus based on a sliding scale upon accomplishment of pre-determined performance goals. For 2021, the range of target awards for the named executive officers of the Company was 35 percent of the executive’s base salary, up to a maximum of 80 percent, representing an increase from 35 percent and 50 percent, respectively, in the prior year. In 2021, the metrics set for the named executive officers were those believed to be generally controllable by the respective named executive officer and which the Compensation Committee believed would result in increased shareholder value if achieved.

28

For 2021, the metrics for Mr. Dueser’s and Mr. Gordon’s bonus goals and amounts earned, along with 75% of Mr. Butler’s overall bonus and Mr. Gragg’s bonus, were as follows: