FFIN First Financial Bankshares Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

 

	CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 22, 2023

 

 

First Financial Bankshares, Inc.

(Exact name of registrant as specified in its Charter)

 

 

Texas	0-07674	75-0944023
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
	400 Pine Street, Abilene, Texas 79601
	(Address of Principal Executive Offices and Zip Code)
	Registrant’s Telephone Number (325) 627-7155

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐		Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13 e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		FFIN		The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 7.01. REGULATION FD DISCLOSURE.

 

Attached as exhibit 99.1 to this Form 8-K is the press release, dated October 11, 2023, announcing that First Financial Bank, N.A. (the “Bank”) and First Financial Trust & Asset Management Company, National Association (the “Trust Company”), both wholly-owned subsidiaries of First Financial Bankshares, Inc. (“FFIN”), filed conversion applications with the Texas Department of Banking.

 

Item 8.01. Other Events.

 

On September 22, 2023, the Bank applied to the Texas Department of Banking to convert from a national association to a Texas state-chartered bank. If the application is approved and the conversion is completed, then the Texas Department of Banking will be the Bank’s primary state regulator. The Bank is currently a member of the Federal Reserve System, and the converted Bank intends to retain such membership following the conversion. As a result, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) will be the Bank’s primary federal regulator and the Federal Reserve will continue to be the Company’s primary federal regulator. The Bank has notified the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation, the Federal Home Loan Bank, and the Federal Reserve, of the proposed charter conversion.

 

On October 10, 2023, the Trust Company applied to the Texas Department of Banking to convert from a national association to a Texas state-chartered trust company. If the application is approved and the conversion is completed, then the Texas Department of Banking will be the Trust Company’s primary regulator. The Trust Company is currently regulated by the OCC. The Trust Company has notified the OCC of the proposed charter conversion.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press Release dated October 11, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

						FIRST FINANCIAL BANKSHARES, INC.
						(Registrant)
DATE: October 13, 2023				By:		/s/ F. Scott Dueser
						F. SCOTT DUESER
						Chairman, President and Chief Executive Officer

 

 

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Exhibit 99.1

 

For immediate release	For More Information: F. Scott Dueser, Chairman, President & CEO 325.627.7155

 

First Financial Bank, N.A. and First Financial Trust and Asset Management Company, N.A. have filed Applications to Convert to Texas Charters

 

ABILENE, Texas, October 11, 2023 /PRNewswire/ -- First Financial Bankshares, Inc. (NASDAQ: FFIN) (“First Financial” or the “Company”) announced that its subsidiaries, First Financial Bank, N.A. and First Financial Trust and Asset Management Company, N.A. (the “Trust Company”), have each filed applications with the Texas Department of Banking to convert to a Texas state banking association and a Texas chartered trust company, respectively. The Bank has been a national bank since its inception in 1890 and the Trust Company has been a national trust company since its inception in 2003. The Bank and the Trust Company filed their applications with the Texas Department of Banking on September 22, 2023, and October 10, 2023, respectively. The Bank and the Trust Company expect to complete the conversions, following receipt of the necessary regulatory approvals, during the fourth quarter of 2023.

 

“Customers will not notice any difference in the Bank or the Trust Company following the conversion. We will continue to put the customer First and to operate under our One Bank, Twelve Regions Concept,” said F. Scott Dueser, Chairman and CEO of First Financial. “We think the charter conversions, for simplification reasons, are in the best interest of operating the Company,” added Mr. Dueser. “We still have strong capital levels, plenty of liquidity and offer the same services and products. We expect the conversions will lead to better communication with our regulators. We also anticipate that, as a result of the conversions, we will have meaningful savings each year based on reduced examination fees,” concluded Mr. Dueser.

 

Upon completion of the conversion, the Bank will be regulated by the Texas Department of Banking and the Federal Reserve Bank of Dallas, rather than the Office of the Comptroller of the Currency (the “OCC”). Likewise, the Trust Company will be regulated by the Texas Department of Banking rather than the OCC. The Bank will retain its FDIC deposit insurance in connection with its conversion.

 

 

 

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About First Financial Bankshares, Inc.

 

Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that through its wholly-owned subsidiary, First Financial Bank, N.A., operates multiple banking regions with 80 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, Lumberton, 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, Spring, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. The Company also operates First Financial Trust and Asset Management Company, N.A., with nine locations and First Technology Services, Inc., a technology operating company. The Company is listed on The NASDAQ Global Select Market under the trading symbol FFIN. For more information about First Financial, please visit our website at http://www.ffin.com.

 

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v3.23.3

Document And Entity Information	Sep. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 22, 2023
Entity Registrant Name	First Financial Bankshares, Inc.
Entity Central Index Key	0000036029
Entity Emerging Growth Company	false
Entity File Number	0-07674
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	75-0944023
Entity Address, Address Line One	400 Pine Street
Entity Address, City or Town	Abilene
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79601
City Area Code	325
Local Phone Number	627-7155
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	FFIN
Security Exchange Name	NASDAQ

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