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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/23 First Financial Bankshares Inc. 10-K 12/31/22 116:49M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 12.92M
2: EX-4 Ex-4.2 HTML 47K
3: EX-21 Ex-21.1 HTML 40K
4: EX-23 Ex-23.1 HTML 35K
5: EX-31 Ex-31.1 HTML 39K
6: EX-31 Ex-31.2 HTML 39K
7: EX-32 Ex-32.1 HTML 37K
8: EX-32 Ex-32.2 HTML 37K
14: R1 Document and Entity Information HTML 103K
15: R2 Consolidated Balance Sheets HTML 128K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
17: R4 Consolidated Statements of Earnings HTML 148K
18: R5 Consolidated Statements of Comprehensive Earnings HTML 73K
19: R6 Consolidated Statements of Shareholders' Equity HTML 134K
20: R7 Consolidated Statements of Shareholders' Equity HTML 35K
(Parenthetical)
21: R8 Consolidated Statements of Cash Flows HTML 138K
22: R9 Summary of Significant Accounting Policies HTML 204K
23: R10 Securities HTML 339K
24: R11 Loans and Allowance for Credit Losses HTML 4.26M
25: R12 Loans Held for Sale HTML 40K
26: R13 Derivative Financial Instruments HTML 74K
27: R14 Bank Premises and Equipment HTML 90K
28: R15 Deposits and Borrowings HTML 81K
29: R16 Line of Credit HTML 46K
30: R17 Income Taxes HTML 169K
31: R18 Fair Value Disclosures HTML 388K
32: R19 Commitments and Contingencies HTML 40K
33: R20 Financial Instruments with Off-Balance-Sheet Risk HTML 54K
34: R21 Concentration of Credit Risk HTML 36K
35: R22 Employee Benefit Plans HTML 63K
36: R23 Dividends from Subsidiaries HTML 36K
37: R24 Regulatory Matters HTML 292K
38: R25 Stock Based Compensation HTML 352K
39: R26 Condensed Financial Information - Parent Company HTML 315K
40: R27 Acquisitions HTML 75K
41: R28 Summary of Significant Accounting Policies HTML 256K
(Policies)
42: R29 Summary of Significant Accounting Policies HTML 100K
(Tables)
43: R30 Securities (Tables) HTML 326K
44: R31 Loans and Allowance for Credit Losses (Tables) HTML 4.25M
45: R32 Derivative Financial Instruments (Tables) HTML 69K
46: R33 Bank Premises and Equipment (Tables) HTML 82K
47: R34 Deposits and Borrowings (Tables) HTML 72K
48: R35 Income Taxes (Tables) HTML 159K
49: R36 Fair Value Disclosures (Tables) HTML 369K
50: R37 Financial Instruments with Off-Balance-Sheet Risk HTML 48K
(Tables)
51: R38 Regulatory Matters (Tables) HTML 276K
52: R39 Stock Based Compensation (Tables) HTML 314K
53: R40 Condensed Financial Information - Parent Company HTML 318K
(Tables)
54: R41 Acquisitions (Tables) HTML 68K
55: R42 Summary of Significant Accounting Policies - HTML 107K
Additional Information (Detail)
56: R43 Summary of Significant Accounting Policies - HTML 67K
Computation of Basic EPS to Dilutive EPS (Detail)
57: R44 Securities - Summary of Available-for-Sale HTML 60K
Securities (Detail)
58: R45 Securities - Additional Information (Detail) HTML 61K
59: R46 Securities - Amortized Cost and Estimated Fair HTML 61K
Value of Available-for-Sale Securities (Detail)
60: R47 Securities - Continuous Unrealized-Loss Position HTML 73K
of Available-for-Sale Securities (Detail)
61: R48 Loans And Allowance For Credit Losses - Loans HTML 92K
Held-for-Investment by Portfolio Segment (Detail)
62: R49 Loans And Allowance For Credit Losses - Additional HTML 72K
Information (Detail)
63: R50 Loans And Allowance For Credit Losses - HTML 45K
Non-Accrual Loans, Loans Still Accruing and Past
Due 90 Days or More and Restructured Loans
(Detail)
64: R51 Loans And Allowance For Credit Losses- Non-Accrual HTML 40K
Loans, Loans Still Accruing and Past Due 90 Days
or More and Restructured Loans (Parenthetical)
(Detail)
65: R52 Loans And Allowance For Credit Losses - Schedule HTML 62K
of Non-Accrual Loans (Detail)
66: R53 Loan And Allowance For Credit Losses - Changes in HTML 78K
Allowance for Loan Losses (Detail)
67: R54 Loans And Allowance For Credit Losses - Schedule HTML 123K
of loans that are individually evaluated for
credit losses (Detail)
68: R55 Loan And Allowance For Credit Losses - Schedule of HTML 73K
Allowance for Loan Losses by Portfolio Segment
(Detail)
69: R56 Loan And Allowance For Credit Losses - Schedule of HTML 93K
Investment in Loans Related to Balance in
Allowance for Loan Losses on Basis of Company's
Impairment Methodology (Detail)
70: R57 Loans And Allowance For Credit Losses - Schedule HTML 180K
of Company's Internal Ratings of its Loans
Held-for-Investment, Including The Year of
Origination, by Portfolio Segments (Detail)
71: R58 Loans And Allowance For Credit Losses - Schedule HTML 181K
of Past Due Loans (Detail)
72: R59 Loans And Allowance For Credit Losses - Schedule HTML 70K
of Loans Modified and Considered Troubled Debt
Restructurings (Details)
73: R60 Loans And Allowance For Credit Losses - Schedule HTML 80K
of How Loans Were Modified as Troubled Debt
Restructured Loans (Details)
74: R61 Loans And Allowance For Credit Losses - Analysis HTML 40K
of Changes in Loans to Officers, Directors,
Principal Shareholders, or Associates of Such
Persons (Detail)
75: R62 Loans Held for Sale - Additional Information HTML 37K
(Detail)
76: R63 Derivative Financial Instruments - Summary of HTML 47K
Outstanding Notional Balances and Fair Values of
Outstanding Derivative Positions (Detail)
77: R64 Bank Premises and Equipment - Summary of Bank HTML 67K
Premises and Equipment (Details)
78: R65 Bank Premises and Equipment - Additional HTML 38K
Information (Details)
79: R66 Deposits and Borrowings - Additional Information HTML 45K
(Details)
80: R67 Deposits and Borrowings - Scheduled Maturities of HTML 48K
Time Deposits (Details)
81: R68 Deposits and Borrowings - Schedule of Borrowings HTML 43K
(Details)
82: R69 Line of Credit - Additional Information (Detail) HTML 51K
83: R70 Income Taxes - Additional Information (Detail) HTML 58K
84: R71 Income Taxes - Income Tax Expense (Detail) HTML 45K
85: R72 Income Taxes - Percentage of Pretax Earnings, HTML 43K
Differs from Statutory Federal Income Tax Rate
(Detail)
86: R73 Income Taxes - Schedule of Deferred Tax Assets and HTML 61K
Liabilities (Detail)
87: R74 Fair Value Disclosures - Additional Information HTML 55K
(Detail)
88: R75 Fair Value Disclosures - Financial Assets and HTML 88K
Financial Liabilities Measured at Fair Value on
Recurring Basis (Detail)
89: R76 Fair Value Disclosures - Summary of Loans HTML 38K
Held-for-Sale at Fair Value (Detail)
90: R77 Fair Value Disclosures - Schedule of Gain Loss on HTML 43K
Sale of Mortgage Loans (Detail)
91: R78 Fair Value Disclosures - Schedule of Estimated HTML 92K
Fair Values and Carrying Values of All Financial
Instruments (Detail)
92: R79 Commitments and Contingencies - Additional HTML 43K
Information (Detail)
93: R80 Financial Instruments with Off-Balance-Sheet Risk HTML 34K
- Additional Information (Detail)
94: R81 Financial Instruments with Off-Balance-Sheet Risk HTML 42K
- Schedule of Financial Instruments with
Off-Balance-sheet Risk (Detail)
95: R82 Employee Benefit Plans - Additional Information HTML 77K
(Details)
96: R83 Dividends from Subsidiaries - Additional HTML 35K
Information (Detail)
97: R84 Regulatory Matters - Additional Information HTML 55K
(Detail)
98: R85 Regulatory Matters - Schedule of Regulatory HTML 105K
Capital Ratios Under the Basel III Regulatory
Capital Framework (Detail)
99: R86 Stock Based Compensation - Additional Information HTML 117K
(Detail)
100: R87 Stock Based Compensation - Schedule of Changes in HTML 68K
Restricted Stock Units (Details)
101: R88 Stock Based Compensation - Summary of Vested and HTML 55K
Unvested Restricted Stock Outstanding (Detail)
102: R89 Stock Based Compensation - Schedule of Analysis of HTML 68K
Stock Option Activity (Detail)
103: R90 Stock Based Compensation - Schedule of Information HTML 67K
Concerning Outstanding and Vested Stock Options
(Detail)
104: R91 Condensed Financial Information - Parent Company - HTML 114K
Condensed Balance Sheets (Details)
105: R92 Condensed Financial Information - Parent Company - HTML 75K
Condensed Statements of Earnings (Details)
106: R93 Condensed Financial Information - Parent Company - HTML 99K
Condensed Statements of Cash Flows (Details)
107: R94 Cash Flow Information - Supplemental Information HTML 43K
on Cash Flows and Noncash Transactions (Detail)
108: R95 Acquisitions - Additional Information (Detail) HTML 46K
109: R96 Acquisitions - Schedule of Amounts Recorded on HTML 37K
Consolidated Balance Sheet on Acquisition Date
(Detail)
110: R97 Acquisitions - Schedule of Amounts Recorded on HTML 37K
Consolidated Balance Sheet on Acquisition Date
(Detail) (Parenthentical)
111: R98 Acquisitions - Schedule of Preliminary Estimated HTML 63K
Fair Value Amounts Assigned to Major Asset and
Liability Categories at Acquisition Date (Detail)
114: XML IDEA XML File -- Filing Summary XML 221K
112: XML XBRL Instance -- ffin-20221231_htm XML 15.38M
113: EXCEL IDEA Workbook of Financial Reports XLSX 276K
13: EX-101.CAL XBRL Calculations -- ffin-20221231_cal XML 309K
10: EX-101.DEF XBRL Definitions -- ffin-20221231_def XML 1.27M
12: EX-101.LAB XBRL Labels -- ffin-20221231_lab XML 2.18M
9: EX-101.PRE XBRL Presentations -- ffin-20221231_pre XML 1.82M
11: EX-101.SCH XBRL Schema -- ffin-20221231 XSD 281K
115: JSON XBRL Instance as JSON Data -- MetaLinks 676± 1.16M
116: ZIP XBRL Zipped Folder -- 0000950170-23-003864-xbrl Zip 1.56M
| EX-4 |
Exhibit 4.2
DESCRIPTION OF REGISTRANT’S SECURITIES
As of December 31, 2022, First Financial Bankshares, Inc. (the “Company,” “we,” or “our”) had one class of securities, our common stock, par value $0.01 per share (“common stock”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
DESCRIPTION OF COMMON STOCK
General
We are incorporated in the State of Texas. The rights of our shareholders are generally governed by Texas law and our Amended and Restated Certificate of Formation (the “certificate of formation”) and our Amended and Restated Bylaws, as amended (the “bylaws”). The terms of our common stock are therefore subject to Texas law, including the Texas Business Organizations Code (the “TBOC”), the common and constitutional law of Texas and federal law governing bank holding companies.
The following description of our common stock is a summary and is subject to, and is qualified in its entirety by reference to, the provisions of our certificate of formation and our bylaws. For more detailed information about the rights of our common stock, you should refer to our certificate of formation and bylaws and the applicable provisions of Texas law, including the TBOC, for additional information.
Authorized Capital Stock
We are authorized to issue 200,000,000 shares of common stock, par value $0.01 per share. All outstanding shares of our common stock are fully paid and non-assessable.
Voting Rights
Holders of our common stock are entitled to one vote per share in the election of directors and on all other matters submitted to a vote at a meeting of shareholders. No shareholder has the right of cumulative voting.
If a quorum exists, action on any matter, including the election of directors, shall be approved by the affirmative vote of a majority of the votes cast, unless our certificate of formation, bylaws or the TBOC require a greater number of affirmative votes. In the event that the number of director nominees exceeds the number of directors to be elected, the directors (not exceeding the authorized number of directors as fixed by the board of directors in accordance with our certificate of formation or bylaws) shall be elected by a plurality of the voting power of the shares entitled to vote who are present, in person or by proxy, at any such meeting and entitled to vote on the election of directors. Our bylaws provided that a majority of the votes cast means that the number of shares voted “for” a proposal, including the election of directors, must exceed the number of shares voted “against,” or “withheld” for, that proposal, and an abstention shall not constitute a vote cast.
No Preemptive or Similar Rights
Our common stock has no preemptive or conversion rights and is not entitled to the benefits of any redemption or sinking fund provision.
Dividend Rights
Holders of our common stock are entitled to dividends when, as and if declared by our board of directors out of funds legally available for dividends.
Liquidation Rights
In the event of our liquidation, the holders of our common stock will be entitled to share ratably in any distribution of our assets after payment of all debts and other liabilities.
Certain Business Combination Restrictions
We are subject to the affiliated business combinations provisions of Chapter 21, Subchapter M of the TBOC (Sections 21.601 through 21.610), which provide that a Texas corporation may not engage in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “affiliated shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an affiliated shareholder unless: (1) the business combination or purchase or acquisition of shares made by the affiliated shareholder was approved by the board of directors of the corporation before the affiliated shareholder became an affiliated shareholder; or (2) the business combination was approved by the affirmative vote of the holders of at least two-thirds of the outstanding voting shares of the corporation not beneficially owned by the affiliated shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the affiliated shareholder became an affiliated shareholder.
Certain Provisions of Our Certificate of Formation and Bylaws
Advance Notice for Shareholder Proposals and Director Nominations
Our bylaws contain provisions requiring that advance notice be delivered to the Company of any business to be brought by a shareholder before an annual meeting of shareholders and provide for certain procedures to be followed by shareholders in nominating candidates for election as directors. Generally, the advance notice provisions require that shareholder proposals be provided to us between 90 and 120 days prior to the first anniversary of the preceding year’s annual meeting and director nominations be provided to us between 120 and 150 days prior to the first anniversary of the preceding year’s annual meeting in order to be properly brought before a shareholder meeting. The notice must set forth specific information regarding the shareholder submitting the proposal or nomination and the proposal or director nominee, as described in our bylaws, and must otherwise comply with the terms of our bylaws. These requirements are in addition to those set forth in the regulations adopted by the SEC under the Exchange Act.
Special Meetings of Shareholders
Our bylaws provide that special meetings of our shareholders may be called for any purpose or purposes by (a) the Chairman of our board of directors joined by at least three members of the board of directors, or (b) a majority of our board of directors, and shall be called by the Chairman of the board of directors or Secretary at the request in writing of shareholders owning not less than twenty percent (20%) of our issued and outstanding shares entitled to vote at such meeting. Such request for a special meeting shall state the purpose or purposes of the proposed meeting, which purpose or purposes shall be stated in the notice of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. At a special meeting requested by our shareholders, only the Company and the shareholders who participated in the written meeting request may propose any item for consideration or nominate directors for election at such meeting.
Potential Anti-Takeover Effect
Certain provisions of our certificate of formation and bylaws could make the acquisition of control of our company and/or the removal of our existing management more difficult, including those that provide as follows:
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cumulative voting in the election of our board of directors, which would otherwise allow less than a majority of shareholders to elect director candidates, is expressly denied under our certificate of formation and bylaws; |
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our bylaws limit the ability of shareholders to call a special meeting except in compliance with the procedures described above, which require shareholders owning not less than twenty percent (20%) of our issued and outstanding shares entitled to vote at such meeting to request a special meeting; |
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subject to certain limitations set forth in our bylaws, our board of directors fixes the size of the board of directors, may create new directorships and may appoint new directors to serve in such newly-created positions until the next election of one or more directors by our shareholders; |
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our bylaws may be altered, amended or repealed and new bylaws may be adopted by our board of directors, subject to repeal or change by action of the shareholders, at any meeting of the board of directors at which a quorum is present, provided notice of the proposed alteration, amendment, or repeal is contained in the notice of the meeting, unless (a) our certificate of formation or the TBOC wholly or partly reserves the power exclusively to our shareholders; or (b) in amending, repealing, or adopting a bylaw, the shareholders expressly provide that the board of directors may not amend, repeal, or readopt that bylaw; and |
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we have advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors. |
These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of the Company to first negotiate with our board of directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and that these benefits outweigh the disadvantages of discouraging the proposals. Negotiating with the proponent could result in an improvement of the terms of the proposal.
Stock Exchange Listing
Our common stock is traded on the Nasdaq Global Select Market under the symbol “FFIN”.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company at 1 State Street, 30th Floor, New York, NY 10004-1561.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/23/23 | None on these Dates | ||
| Filed on: | 2/22/23 | |||
| For Period end: | 12/31/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/06/23 First Financial Bankshares Inc. 10-Q 9/30/23 70:45M Donnelley … Solutions/FA 8/02/23 First Financial Bankshares Inc. 10-Q 6/30/23 70:51M Donnelley … Solutions/FA 5/03/23 First Financial Bankshares Inc. 10-Q 3/31/23 70:47M Donnelley … Solutions/FA |