FIRST FINANCIAL BANKSHARES INC 10-Q

Item 5. Other Information. On July 27, 2021, the Board of Directors (the “Board”) of the Company adopted an amendment to Section 3.02 of the Amended and Restated Bylaws of the Company (the “Amendment”). The Amendment removed the age limitation for election to the Board, which is now included in the Corporate Governance Guidelines of the Company, and requires that persons eligible for election to the Board must be shareholders of the Company who are otherwise qualified and eligible for election under the other provisions of the Corporate Governance Guidelines. 75 Table of Contents Item 6. Exhibits. 2.1 — Agreement and Plan of Reorganization, dated October 12, 2017, by and among First Financial Bankshares, Inc., Kingwood Merger Sub, Inc., and Commercial Bancshares, Inc. (schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by reference from Exhibit 2.1 to Registrant’s Form 8-K filed October 12, 2017). 2.2 — Agreement and Plan of Reorganization, dated September 19, 2019, by and among First Financial Bankshares, Inc., Brazos Merger Sub, Inc., and TB&T Bancshares, Inc. (schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by reference from Exhibit 2.1 to Registrant’s Form 8-K filed September 20, 2019). 3.1 — Amended and Restated Certificate of Formation (incorporated by reference from Exhibit 3.1 of the Registrant’s Form 10-Q filed July 30, 2019). 3.2 — Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed April 3, 2020). 3.3 — Amendment to the Amended and Restated Bylaws of the Registrant, dated July 27, 2021.* 4.1 — Specimen certificate of First Financial Common Stock (incorporated by reference from Exhibit 3 of the Registrant’s Amendment No. 1 to Form 8-A filed on Form 8-A/A No. 1 on January 7, 1994). 4.2 — Description of Registrant’s Securities (incorporated by reference from Exhibit 4.2 of the Registrant’s Form 10-K filed February 22, 2021). 10.1 — 2002 Incentive Stock Option Plan (incorporated by reference from Exhibit 10.3 of the Registrant’s Form 10-Q filed May 4, 2010). ++ 10.2 — 2012 Incentive Stock Option Plan (incorporated by reference from Appendix A of the Registrant’s Definitive Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed March 1, 2012). ++ 10.3 — Loan agreement dated June 30, 2013, between First Financial Bankshares, Inc. and Frost Bank (incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K filed July 1, 2013). 10.4 — First Amendment to Loan Agreement, dated June 30, 2015, between First Financial Bankshares, Inc. and Frost Bank (incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K filed June 30, 2015). 10.5 — Second Amendment to Loan Agreement, dated June 30, 2017, between First Financial Bankshares, Inc. and Frost Bank (incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K filed June 30, 2017). 10.6 — Third Amendment to Loan Agreement, dated June 30, 2019, between First Financial Bankshares, Inc. and Frost Bank (incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K filed July 1, 2019). 10.7 — Fourth Amendment to Loan Agreement, dated June 30, 2021, between First Financial Bankshares, Inc. and Frost Bank (incorporated by reference from Exhibit 10.1 of the Registrants Form 8-K filed July 7, 2021). 10.8 — 2015 Restricted Stock Plan as Amended and Restated April 28, 2020 (incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K filed May 1, 2020). ++ 10.9 — Form of Executive Recognition Agreement (incorporated by reference from Exhibit 10.1 of the Registrant’s Form 8-K filed June 30, 2020). ++ 10.10 — 2021 Omnibus Stock and Incentive Plan as Amended (incorporated by reference from Exhibit 10 of the Registrant’s Form 8-K filed April 28, 2021).++ 31.1 — Rule 13a-14(a) / 15(d)-14(a) Certification of Chief Executive Officer of First Financial Bankshares, Inc.* 31.2 — Rule 13a-14(a) / 15(d)-14(a) Certification of Chief Financial Officer of First Financial Bankshares, Inc.* 32.1 — Section 1350 Certification of Chief Executive Officer of First Financial Bankshares, Inc.+ 76 Table of Contents 32.2 — Section 1350 Certification of Chief Financial Officer of First Financial Bankshares, Inc.+ 101.INS — XBRL Instance Document.- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.* 101.SCH — XBRL Taxonomy Extension Schema Document.* 101.CAL — XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF — XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB — XBRL Taxonomy Extension Label Linkbase Document.* * Filed herewith + Furnished herewith. This Exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. ++ Management contract or compensatory plan on arrangement. 77 Table of Contents 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 thereunto duly authorized. FIRST FINANCIAL BANKSHARES, INC. Date: August 2, 2021 By: /s/ F. Scott Dueser F. Scott Dueser Chairman of the Board, President and Chief Executive Officer Date: August 2, 2021 By: /s/ James R. Gordon James R. Gordon Executive Vice President and Chief Financial Officer, Secretary and Treasurer 78