FIRST FINANCIAL BANKSHARES INC

This proxy statement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this proxy statement, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project,” "could," "may," or "would," and similar expressions, as they relate to us or our management, identify forward-looking statements. These forward-looking statements are based on information currently available to our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to those listed in Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and the following:

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general economic conditions, including our local, state and national real estate markets and employment trends;

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the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”);

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effect of severe weather conditions, including hurricanes, tornadoes, flooding and droughts;

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volatility and disruption in national and international financial and commodity markets;

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government intervention in the U.S. financial system including the effects of recent legislative, tax, accounting and regulatory actions and reforms, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Jumpstart Our Business Startups Act, the Consumer Financial Protection Bureau (“CFPB”), the Inflation Reduction Act of 2022, the capital ratios of Basel III as adopted by the federal banking authorities and the Tax Cuts and Jobs Act;

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political or social unrest and economic instability;

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the ability of the federal government to address the national economy;

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changes in our competitive environment from other financial institutions and financial service providers;

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the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board (“PCAOB”), the Financial Accounting Standards Board (“FASB”) and other accounting standard setters;

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effect of a pandemic, epidemic, or highly contagious disease, including the coronavirus (“COVID”), on our Company, the communities where we have our branches, the state of Texas and the United States, related to the economy and overall financial stability, including disruptions to supply channels and labor availability;

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government and regulatory responses to a pandemic, epidemic, or highly contagious disease, including COVID;

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the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply;

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the costs, effects and results of regulatory examinations, investigations or reviews and the ability to obtain required regulatory approvals;

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changes in the demand for loans, including loans originated for sale in the secondary market;

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fluctuations in the value of collateral securing our loan portfolio and in the level of the allowance for credit losses;

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the accuracy of our estimates of future credit losses;

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the accuracy of our estimates and assumptions regarding the performance of our securities portfolio, including securities with a current unrealized loss;

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inflation, interest rate, market and monetary fluctuations;

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soundness of other financial institutions with which we have transactions;

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changes in consumer spending, borrowing and savings habits;

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changes in commodity prices (e.g., oil and gas, cattle, and wind energy);

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our ability to attract deposits, maintain and/or increase market share;

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changes in our liquidity position; including a result of a reduction in the amount of sources of liquidity we currently have;

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fluctuations in the market value and liquidity of the investment securities we have classified as held-for-sale ("HFS"), including the effects of changes in market interest rates;

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changes in the reliability of our vendors, internal control system or information systems;

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cyber-attacks on our technology information systems, including fraud from our customers and external third-party vendors;

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acquisitions and integration of acquired businesses;

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the possible impairment of goodwill and other intangibles associated with our acquisitions;

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consequences of continued bank mergers and acquisitions in our market area, resulting in fewer but much larger and stronger competitors;

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expansion of operations, including branch openings, new product offerings and expansion into new markets;

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changes in our compensation and benefit plans;

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acts of God or of war or terrorism;

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the impact of changes to the global climate and its effect on our operations and customers;

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potential risk of environmental liability associated with lending activities;

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the rise of Artificial Intelligence as a commonly used resource; and

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our success at managing the risk involved in the foregoing items.

In addition, financial markets and global supply chains may continue to be adversely affected by the current or anticipated impact of military conflict, including the current Russian invasion of Ukraine, the Israel-Palestine conflict and other world events, terrorism or other geopolitical events.

Such forward-looking statements reflect the current views of our management with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategies and liquidity. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this paragraph. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise (except as required by law).

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