Executive Stock Deferral
First Financial Bankshares Executives Convert Vested Stock Units to Deferred Shares Under Retirement Plan
Key Points
Ruzicka’s August 2026 RSU vestings totaled 1,406 shares converted to DSUs: 880 RSUs vested on August 14 and were deferred into 880 DSUs, and 526 RSUs vested on August 16 and were deferred into 526 DSUs, with no cash exchanged. After the second vesting, his direct common stock holdings declined from 11,106 to 10,580 shares. The Form 4 for these transactions was signed by Michelle S. Hickox as attorney-in-fact for Ruzicka.
Michelle S. Hickox’s own RSU vestings total 2,337 on August 14 and 1,354 on August 16, each converted one-for-one into deferred stock units, increasing her direct DSUs to 12,343 after the first vesting and 13,697 after the second. Her direct common stock holdings fell from 9,524 to 8,170, while her indirect IRA holdings remained at 14,600; the filings categorize the dispositions as D (disposed) and acquisitions as A (acquired), and note the SERP was amended/restated on July 26, 2022.
Scott Dueser’s August 14, 2026 activity includes DSUs credited in exchange for vested RSUs, with common shares granted at $0.00 to trusts associated with Dueser and an indirect disposition to the issuer tied to the RSU-to-deferred-unit exchange; the filing also lists shares held in two family limited partnerships for which Dueser disclaims beneficial ownership.
Across these filings, the transactions are described under First Financial Bankshares’ Supplemental Executive Retirement Plan (SERP), highlighting that RSUs are redirected to DSUs with no cash changing hands, and that the SERP terms include historical amendments (SERP amended and restated effective July 26, 2022) that govern these deferrals.
Several top executives at First Financial Bankshares (NASDAQ: FFIN) quietly converted vested stock awards into a special retirement account in August 2026 — with no cash changing hands. According to Kalkine Media, CFO Michelle Hickox and EVP John James Ruzicka Jr. both redirected their restricted stock units (RSUs) into deferred stock units (DSUs) under the company's Supplemental Executive Retirement Plan, known as a SERP.
The moves are a form of deferred compensation. Instead of receiving common shares right away, the executives hold DSUs — units that will convert to stock later, under SERP rules. No shares were sold. No money changed hands. But the filings do reduce how many common shares each executive officially holds today.
Ruzicka Defers 1,406 RSUs Across Two August Vestings
Ruzicka had two RSU vesting events in quick succession. On August 14, 2026, 880 RSUs vested and were immediately deferred into 880 DSUs. Two days later, on August 16, another 526 RSUs vested and became 526 DSUs. The conversion was one-for-one in both cases, according to Kalkine Media.
After the second vesting, Ruzicka's direct common stock holdings dropped from 11,106 shares to 10,580 shares. That decline reflects the RSUs moving into the SERP rather than settling as regular stock. Notably, CFO Hickox signed the Form 4 filing as attorney-in-fact on Ruzicka's behalf.
Hickox Converts Nearly 3,700 RSUs, Cuts Common Stock Holdings
Hickox ran through a similar process but at larger scale. She deferred 2,337 RSUs on August 14 and another 1,354 RSUs on August 16, according to Kalkine Media. Each conversion was one-for-one into DSUs. After both events, her total DSU balance climbed to 13,697 units.
Her direct common stock holdings fell from 9,524 shares to 8,170 shares. Her indirect IRA holdings stayed flat at 14,600 shares. The filings label each RSU disposal as a 'D' (disposed) transaction and each DSU credit as an 'A' (acquired) transaction — standard Form 4 coding for this type of exchange.
Scott Dueser and the SERP's Broader Role at FFIN
FFIN Chairman and CEO Scott Dueser also recorded DSU activity on August 14, 2026. His filing shows DSUs credited in exchange for vested RSUs, along with common shares granted at $0.00 to family-linked trusts. Dueser's filing also lists shares held in two family limited partnerships, though he disclaims beneficial ownership of those, according to Kalkine Media.
All of these transactions fall under the same SERP framework. The plan was amended and restated effective July 26, 2022. That updated version governs how RSUs can be rerouted into DSUs at vesting. The SERP is designed to let senior executives defer compensation — and the related tax hit — until a later date.
What RSU-to-DSU Conversions Mean for Future Share Ownership
These conversions do not eliminate the executives' economic interest in FFIN stock. DSUs still track the value of common shares. But they push actual share delivery — and full ownership — into the future. That matters for dilution. The shares tied to these DSUs are not yet in circulation as common stock.
Collectively, Hickox and Ruzicka alone deferred roughly 3,743 RSUs into DSUs in just two days. Add Dueser's activity, and FFIN's August 2026 filings show a clear pattern: senior leaders are using the SERP as intended — to delay equity payouts rather than collect shares immediately. No cash moved in any of these transactions.
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