8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

July 23, 2015

Independent Bank Group, Inc.

(Exact Name of Registrant as Specified in Charter)

________________________

Texas	001-35854	13-4219346
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Redbud Boulevard, Suite 400

McKinney, TX 75069-3257

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 562-9004

Not Applicable

(Former name or former address, if changed since last report)

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 230.425)

☐ 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 240.13e-4(c))

Item 1.01.    Entry Into a Material Definitive Agreement.

On July 23, 2015, Independent Bank Group, Inc. (“Independent”) entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) with Grand Bank, a Texas state banking association (“Grand Bank”), pursuant to which Grand Bank would merge with and into Independent Bank, a Texas state banking association and wholly owned subsidiary of Independent, with Independent Bank continuing as the surviving bank (the “Merger”).

Under the terms of the Reorganization Agreement, Independent would pay aggregate merger consideration valued at $80.1 million to the Grand Bank shareholders. The merger consideration will consist of $24.1 million cash and 1,279,532 shares of Independent common stock determined by the average of Independent’s daily volume weighted average stock price of $43.77 calculated over the ten-day period ended July 20, 2015. The number of shares to be issued will be adjusted if the volume weighted average share price of Independent common stock for the ten trading day period ending on the third day prior to closing is 10% less or 10% more than $43.77. The amount of cash to be paid to the shareholders of Grand Bank will be reduced on a dollar-for-dollar basis if the tangible book value of Grand Bank is less than $40 million at closing.

Independent anticipates that the Merger will be consummated during the fourth quarter of 2015 (although delays could occur), subject to (i) the effectiveness of Independent’s Registration Statement on Form S-4 registering the offer and sale of the shares of Independent common stock to be issued in the Merger, which registration statement will be filed with the Securities and Exchange Commission, (ii) the receipt of regulatory approvals, (iii) approval of the Merger by Grand Bank’s shareholders, and (iv) the satisfaction of other customary closing conditions. The Merger has been approved by the Boards of Directors of Independent and Grand Bank.

Item 7.01.    Regulation FD Disclosure.

Independent issued a press release on July 23, 2015, to announce the proposed Merger, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Independent prepared a presentation, dated July 23, 2015, to describe certain matters regarding the Grand Bank acquisition, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K.

As provided in General Instruction B.2 to Form 8‑K, the information furnished in this Item 7.01 and in Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits. The following are exhibits to this Current Report on Form 8-K.

Exhibit No.	Description
99.1*	Press Release issued by Independent Bank Group, Inc., dated July 23, 2015.
99.2*	Presentation materials for the Grand Bank acquisition, dated July 23, 2015.

* Filed herewith.

Notes

Additional Information About the Proposed Merger and Where to Find It

Independent will be filing relevant documents concerning the transaction with the Securities and Exchange Commission, including a registration statement on Form S-4 that will include a proxy statement/prospectus. Interested persons will be able to obtain a free copy of the proxy statement/prospectus, as well as other reports and filings containing information about Independent, at the Securities and Exchange Commission’s internet site (http://www.sec.gov). When available, copies of the proxy statement/prospectus and other filings with the Securities and Exchange Commission can also be obtained, without charge, by requesting them from Independent by telephone at (972) 562-9004. You may also obtain documents filed with the SEC by Independent free of charge by requesting them in writing from Independent Bank Group, Inc., 1600 Redbud Boulevard, Suite 400, McKinney, Texas 75069.

Special Note Regarding the Reorganization Agreement

The Reorganization Agreement contains customary representations, warranties, covenants and other terms, provisions and conditions that Independent and Grand Bank made to each other as of specific dates. The assertions embodied in those terms, provisions and conditions were made solely for purposes of the Reorganization Agreement, and may be subject to important qualifications and limitations agreed to by parties to the Reorganization Agreement in connection with negotiating the terms contained in the Reorganization Agreement. Moreover, the parties to the Reorganization Agreement may be subject to a contractual standard of materiality in the Reorganization Agreement that may be different from what may be viewed as material to shareholders of Independent or Grand Bank or may have been used by the parties for the purpose of allocating risk between Independent, together with its direct and indirect subsidiaries, and Grand Bank rather than for the purpose of establishing matters as facts. For the foregoing reasons, no one should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information regarding Independent or Grand Bank at the time they were made or otherwise.

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.

Dated: July 23, 2015.

INDEPENDENT BANK GROUP, INC.

By:	/s/ David R. Brooks
Name:	David R. Brooks
Title:	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Press Release issued by Independent Bank Group, Inc., dated July 23, 2015.
99.2*	Presentation materials for the Grand Bank acquisition, dated July 23, 2015.

* Filed herewith.

EX-99.1

Exhibit 99.1

Press Release

For Immediate Release

Independent Bank Group, Inc. to

Acquire Grand Bank, Dallas

McKINNEY, Texas, July 23, 2015/GlobeNewswire -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today announced that Independent Bank Group has entered into a definitive agreement to acquire Grand Bank, Dallas, Texas.

Grand Bank operates two full service banking locations in North Dallas and the Park Cities areas of the Dallas metropolitan area. As of June 30, 2015, Grand Bank, reported total assets of $608.6 million, total deposits of $507.1 million, and total equity capital of $41.6 million. With this acquisition, Independent Bank Group would have total assets of approximately $4.9 billion.

Independent Bank Group Chairman and Chief Executive Officer David R. Brooks stated, “We are pleased to announce our first acquisition in 2015. Grand Bank has a demonstrated history of growth, a strong credit culture, a conservative management team, and an attractive deposit base. Grand Bank also has a strong track record of providing exceptional service to its private banking and entrepreneurial owner managed business clientele which, together with locations in the North Dallas and Preston Center areas of Dallas, will enhance our ability to serve this market segment.” Brooks continued, “We are delighted to welcome Grand Bank’s clients, shareholders, and employees to Independent Bank.”

Lee Dinkel, President and Chief Executive Officer of Grand Bank, commented, “We are excited to join an organization that shares our philosophical approach of conservative underwriting and exceptional client service. Our clients will continue to enjoy the benefits of local decision-making, while gaining access to an expanded product set and the convenience of a larger branch network. Independent Bank Group is the ideal partner for the long-term value of our shareholders, and we believe our franchise will meaningfully contribute to the combined institution.”

Under the terms of the definitive agreement, Independent Bank Group will pay aggregate merger consideration valued at $80.1 million. The merger consideration will consist of $24.1 million cash and 1,279,532 shares of Independent Bank Group common stock determined by the average of Independent Bank Group’s daily 10-day volume weighted average stock price of $43.77 as of July 20, 2015. The shares issued will be adjusted if the volume weighted average share price of Independent Bank Group common stock for the ten trading day period ending on the third day prior to closing is 10% less or 10% more than $43.77. The amount of cash to be paid will be reduced on a dollar for dollar basis if the tangible book value of Grand Bank is less than $40 million at closing.

The merger has been approved by the Boards of Directors of both companies and is expected to close during the fourth quarter of 2015, although delays may occur. The transaction is subject to certain conditions, including the approval by Grand Bank shareholders and customary regulatory approvals.

In connection with the proposed acquisition of Grand Bank, Independent Bank Group will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of Independent Bank Group’s common stock to be issued to the shareholders of Grand Bank. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of Grand Bank seeking their approval of the proposed transaction.

Independent Bank Group was advised in this transaction by Stephens Inc. as financial advisor and Haynie Rake Repass & Klimko, P.C. as legal counsel. Grand Bank received a fairness opinion from Hovde Group and was advised by Larry Temple as legal counsel.

In addition to the information contained within this announcement, an Investor Presentation has been furnished to the Securities and Exchange Commission on Form 8-K (www.sec.gov) and posted on Independent Bank Group’s website (www.ibtx.com) containing additional information regarding this transaction.

About Independent Bank Group

Independent Bank Group, through its wholly owned subsidiary, Independent Bank, provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Independent Bank Group operates 40 banking offices in three market regions in the Dallas/Ft. Worth, Austin, and Houston, Texas areas.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTIONS BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT INDEPENDENT BANK GROUP AND GRAND BANK, AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the Securities and Exchange Commission at www.sec.gov or from Independent Bank Group at its website, www.ibtx.com. Documents filed with the SEC by Independent Bank Group will be available free of charge by directing a request by telephone or mail to Independent Bank Group, Inc., 1600 Redbud Blvd., Suite 400, McKinney, Texas 75069, 972-562-9004.

Risks and Uncertainties

Risks and uncertainties of the transaction include but are not limited to whether Independent Bank Group can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the trading price of Independent Bank Group common stock; the possibility that credit quality could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Independent Bank Group’s securities portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; economic conditions, including current rate fluctuations and interest rate fluctuations; and weather. These and various other factors are discussed in Independent Bank Group’s Annual Report on Form 10-K for the year ended December 31, 2014 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and other reports and statements that Independent Bank Group has filed with the SEC.

Contacts:

Analysts/Investors:

Torry Berntsen President and Chief Operating Officer (972) 562-9004 tberntsen@ibtx.com Michelle Hickox Executive Vice President and Chief Financial Officer (972) 562-9004 mhickox@ibtx.com

Media:

Robb Temple

Chief Administrative Officer

(972) 562-9004

rtemple@ibtx.com

Source: Independent Bank Group, Inc.

EX-99.2

Acquisition of July 23, 2015 Exhibit 99.2

Safe Harbor Statement 2 From time to time, our comments and releases may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements can be identified by words such as “believes,” “anticipates,” “expects,” “forecast,” “guidance,” “intends,” “targeted,” “continue,” “remain,” “should,” “may,” “plans,” “estimates,” “will,” “will continue,” “will remain,” variations on such words or phrases, or similar references to future occurrences or events in future periods; however, such words are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, and other financial items; (ii) statements of plans, objectives, and expectations of Independent Bank Group or its management or Board of Directors; (iii) statements of future economic performance; (iv) statements of assumptions underlying such statements; and (v) statements regarding the transaction, including statements related to accretion to earnings, effect on tangible book value and earnback period, cost savings, return on investment on uninvested funds, and similar statements. Forward-looking statements are based on Independent Bank Group’s current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Independent Bank Group’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: (1) local, regional, national, and international economic conditions and the impact they may have on us and our customers and our assessment of that impact; (2) volatility and disruption in national and international financial markets; (3) government intervention in the U.S. financial system, whether through changes in the discount rate or money supply or otherwise; (4) changes in the level of non- performing assets and charge-offs; (5) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (6) adverse conditions in the securities markets that lead to impairment in the value of securities in our investment portfolio; (7) inflation, deflation, changes in market interest rates, developments in the securities market, and monetary fluctuations; (8) the timely development and acceptance of new products and services and perceived overall value of these products and services by customers; (9) changes in consumer spending, borrowings, and savings habits; (10) technological changes; (11) the ability to increase market share and control expenses; (12) changes in the competitive environment among banks, bank holding companies, and other financial service providers; (13) 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; (14) 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, the Financial Accounting Standards Board, and other accounting standard setters; (15) the costs and effects of legal and regulatory developments including the resolution of legal proceedings; and (16) our success at managing the risks involved in the foregoing items and (17) the other factors that are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and other reports and statements made by the Company with the SEC. Any forward-looking statement made by the Company in this release speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Strategically Compelling Transaction • Franchise extension in the core of Dallas – Well positioned, mature branch locations connecting IBTX’s North Dallas market with its downtown Dallas presence – Adds branch coverage in areas with attractive demographics and vibrant economic activity • Grand Bank’s attractive deposit base – Over 40% non-interest bearing deposits – 97% core deposits – Low cost of deposits – 0.14% • Decreases loan to deposit ratio to ~92% • Financially compelling – Opportunity to reallocate Grand Bank’s balance sheet to increase profitability – Immediately accretive to EPS, ~6% in 2016, ~20% IRR, and ~2.4 year TBV earnback 3 Pro Forma North Texas Franchise IBTX Grand Bank Source: Grand Bank

Overview of Grand Bank 4 • Attractive franchise founded in 2002 • Impressive low-cost deposit base • Two mature locations in core of Dallas market with attractive demographics and strong economic growth • Talented and well-connected management and employees • High-quality clients with an opportunity to further develop these relationships with IBTX • Pristine asset quality Source: Grand Bank 1) Data as of and for the quarter ending June 30, 2015 Financial Summary(1) Balance Sheet Data Total Assets $ 608,617 Total Loans 251,609 Total Deposits 507,101 Tangible Common Equity 41,598 Tang Common Equity / Tang Assets 6.83 % Loans / Deposits 49.6 Deposit Data Non-Interest Bearing 41.7 % Core Deposits 97.5 Cost of Deposits 0.14 5 Year Deposit Growth CAGR 12.1 Asset Quality NPAs / Loans & OREO 0.00 % Reserves / Loans 1.02 NCOs / Avg. Loans 0.00 Texas Ratio 0.00 $ in thousands

Immediate Increase to Profitability • Grand Bank’s balance sheet has been managed to limit the impact from an increase in interest rates by match-funding fixed-rate loans with borrowings through the Federal Home Loan Bank, despite having excess deposits and a low loan to deposit ratio • Historically, Grand Bank has maintained a large amount of uninvested cash • IBTX will reallocate Grand Bank’s balance sheet in a more traditional manner – Meaningful increase to earnings by repaying Grand Bank’s outstanding borrowings and investing excess cash into securities – Balance sheet reallocation is projected to increase Grand Bank’s after-tax return on assets from ~0.50% to ~1.00%, before cost savings are taken into effect • Although not factored into our financial impact, IBTX expects additional increase in earnings from the redeployment of securities into higher yielding loans over time 5

Transaction Summary 6 Aggregate Deal Value $80.1 million Consideration Mix 70% stock/ 30% cash Consideration Structure $24.1 million cash and 1,279,532 shares of IBTX stock based on IBTX share price of $43.77(1) Approval Requirements Grand Bank shareholders as well as customary regulatory approvals Anticipated Closing Fourth quarter 2015 1) Based upon the average of the daily volume weighted average price per IBTX share for the 10 consecutive trading days ending on and including the third trading day preceding the date of the Definitive Agreement

Transaction Multiples 7 1) Includes balance sheet reallocation projections 2) Core deposits calculated as total deposits less CDs > $100,000 Note: Grand Bank’s earnings assume a 33% tax rate Note: Grand Bank financial data as of June 30, 2015 Grand Bank Transaction Deal Value = $80.1 million Multiples Price / Tangible Book Value 1.93x Price / LTM Net Income 31.8x Price / Est. 2016 Net Income(1) 13.4x Core Deposit Premium(2) 7.8%

Financial Impact 8 EPS Accretion ~6% accretive in 2016(1) Tang. Book Value Earnback Period ~2.4 years Cost Savings ~30% Internal Rate of Return ~20% Pro Forma Capital Ratios at Close(2): TCE/TA 6.5% Tier 1 Capital Ratio 9.0% Total Risk-based Capital Ratio 11.3% 1) Excludes one-time transaction costs 2) Assumes close in 4th quarter of 2015

Zip Code Demographics Proj. Med. HH Total 5 Year Median Inc. Change Deposits Deposit Growth Household ('15 -'20) Location ($000) CAGR (%) Income ($) (%) 1 Addison 323,613 8.2% 66,585 1.8% 2 Preston Center 107,054 22.1% 111,158 2.7% Total/Weighted Avg. 430,667 10.8% 77,665 2.0% Core Dallas Presence 9 Two Premier Branch Locations Dallas-Fort Worth MSA Source: SNL Financial Note: Deposit data as of June 30, 2014 per FDIC filings 2014 Rank Institution (ST) 2014 Branches 2014 Deposits ($M) 2014 Market Share (%) 1 Bank of America Corp. (NC) 152 57,681 28.29 2 JPMorgan Chase & Co. (NY) 255 46,573 22.84 3 Wells Fargo & Co. (CA) 189 18,508 9.08 4 BBVA 102 9,256 4.54 5 Texas Capital Bancshares Inc. (TX) 7 7,537 3.70 6 Cullen/Frost Bankers Inc. (TX) 35 5,575 2.73 7 Comerica Inc. (TX) 54 5,339 2.62 8 LegacyTexas Finl Group Inc (TX) 48 3,957 1.94 9 Hilltop Holdings Inc. (TX) 20 3,830 1.88 10 BOK Financial Corp. (OK) 23 3,524 1.73 11 BB&T Corp. (NC) 57 2,742 1.34 12 Capital One Financial Corp. (VA) 43 2,487 1.22 13 A.N.B. Holding Co. Ltd. (TX) 25 2,091 1.03 Pro Forma 19 1,652 0.81 14 Inwood Bancshares Inc. (TX) 15 1,441 0.71 15 Prosperity Bancshares Inc. (TX) 36 1,412 0.69 16 Carlile Bancshares Inc. (TX) 22 1,375 0.67 17 Independent Bk Group Inc. (TX) 17 1,222 0.60 18 First Financial Bankshares (TX) 27 1,200 0.59 19 First Texas BHC Inc. (TX) 16 1,160 0.57 20 Regions Financial Corp. (AL) 19 1,096 0.54 35 Grand Bank (TX) 2 431 0.21 Top 10 Institutions 885 161,779 79.4 Total For Institutions In Market ,715 203,922 100.0 IBTX Grand Bank 1 2

Pro Forma Deposit Composition 10 Independent Bank Group Grand Bank Pro Forma Cost of deposits: 0.33% Cost of deposits: 0.14% Cost of deposits: 0.31% Source: SNL Financial and Grand Bank Note: IBTX financial data as of March 31, 2015; Grand Bank financial data as of June 30, 2015 Deposits ($M) NIB Demand 807$ 23.8% NOW & Other Trans. 993 29.3% Savings & MMDA 725 21.4% Retail CDs 138 4.1% Jumbo CDs 723 21.4% Total 3,387$ 100.0% Deposits ($M) NIB Demand 211$ 41.7% NOW & Other Trans. 31 6.2% Savings & MMDA 248 48.9% Retail CDs 4 0.8% Jumbo CDs 12 2.5% Total 507$ 100.0% Deposits ($M) NIB Demand 1,018$ 26.1% NOW & Other Trans. 1,025 26.3% Savings & MMDA 973 25.0% Retail CDs 142 3.6% Jumbo CDs 736 18.9% Total 3,894$ 100.0% NIB Demand 23.8% NOW & Other Trans. 29.3% Savings & MMDA 21.4% Retail CDs 4.1% Jumbo CDs 21.4% NIB Demand 41.7% NOW & Other Trans. 6.2% Savings & MMDA 48.9% Retail CDs 0.8% Jumbo CDs 2.5% NIB Demand 26.1% NOW & Other Trans. 26.3% Savings & MMDA 25.0% Retail CDs 3.6% Jumbo CDs 18.9% Loans / Deposits: 97.7% Loans / Deposits: 49.6% Loans / Deposits: 91.5%

Pro Forma Loan Portfolio 11 Yield on loans: 4.93% Yield on loans: 4.64% Yield on loans: 4.91% Independent Bank Group Grand Bank Pro Forma Source: SNL Financial and Grand Bank Note: IBTX financial data as of March 31, 2015; Grand Bank financial data as of June 30, 2015 Loans ($M) Residential RE 523$ 15.8% Commercial RE & Multi 1,555 47.0% Construction & Land 450 13.6% C&I 697 21.1% Consumer & Other 85 2.6% Total 3,310$ 100.0% Loans ($M) Residential RE 49$ 19.5% Commercial RE & Multi 72 28.7% Construction & Land 63 25.1% C&I 63 25.1% Consumer & Other 4 1.6% Total 252$ 100.0% Loans ($M) Residential RE 572$ 16.1% Commercial RE & Multi 1,627 45.7% Construction & Land 513 14.4% C&I 760 21.3% Consumer & Other 89 2.5% Total 3,562$ 100.0% Resi. RE 19.5% Comm. RE & Multi 28.7% Const. & Land 25.1% C&I 25.1% Cons. & Other 1.6% Resi. RE 16.1% Comm. RE & Multi 45.7% Const. & Land 14.4% C&I 21.3% Cons. & Other 2.5% Resi. RE 15.8% Comm. RE & Multi 47.0% Const. & Land 13.6% C&I 21.1% Cons. & Other 2.6%

Summary 12 • Grand Bank’s attractive, low-cost deposit base will provide incremental core funding for IBTX’s continued growth • Opportunity to significantly increase Grand Bank’s profitability through balance sheet reallocation • Attractive franchise locations, with a strong customer base, connecting IBTX’s North Dallas market to its downtown Dallas presence • Financially rewarding with immediate EPS accretion, reasonable tangible book value earnback and 20% internal rate of return • IBTX will rank as the 11th largest Texas-based bank by assets and 9th largest by in-state deposits

Contact Information 13 Corporate Headquarters Analysts/Investors: Independent Bank Group, Inc. Torry Berntsen 1600 Redbud Blvd President and Chief Operating Officer Suite 400 (972) 562-9004 McKinney, TX 75069 tberntsen@ibtx.com (972) 562-9004 Telephone Michelle Hickox (972) 562-7734 Fax Executive Vice President and Chief Financial Officer www.ibtx.com (972) 562-9004 mhickox@ibtx.com Media: Robb Temple Chief Administrative Officer (972) 562-9004 rtemple@ibtx.com