UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

________________________

FORM 8-K

~~CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~________________________

~~Date~~CURRENT ~~of Report (Date of earliest event reported): July 31, 2024 (July 29, 2024)~~REPORT

~~Independent~~PURSUANT ~~Bank~~TO ~~Group,~~SECTION ~~Inc. (Exact~~13 ~~Name~~or of15(d) ~~Registrant~~OF ~~as Specified in its Charter)~~THE

Texas	001-35854	13-4219346
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

SECURITIES EXCHANGE ACT OF 1934

~~7777 Henneman Way McKinney, TX 75070-1711 (Address of principal executive offices) (Zip Code)~~________________________

~~(972)~~Date ~~562-9004 (Registrant’s~~of ~~telephone~~Report ~~number,~~(Date ~~including~~of ~~area~~earliest ~~code~~event reported):

~~Not~~August ~~Applicable (Former name or former address~~14, if2024 ~~changed since last report)~~

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.)

7777 Henneman Way

McKinney, TX 75070-1711

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)		Name of each exchange on which registered
Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock, par value, $0.01	IBTX		NASDAQ Global Select Market
Common Stock, par value, $0.01 per share		IBTX		NASDAQ Global Select Market

Indicate by ~~check~~checkmark ~~mark~~ whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§17 CFR 230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2 ~~of this chapter~~).:

Emerging growth company ☐

If an emerging growth company, indicate by ~~check~~checkmark ~~mark~~ if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.~~01. Entry~~07 Submission ~~Into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~July~~August 3114, 2024, Independent Bank Group, Inc. (~~the~~ “~~Company~~IBTX”) ~~completed~~held ~~the~~a ~~issuance~~special ~~and~~meeting ~~sale (the “Offering”)~~ of ~~$175,000,000~~ ~~aggregate~~shareholders ~~principal amount of its 8.375% Fixed-to-Floating Rate Subordinated Notes due 2034~~ (the “~~Notes~~IBTX Special Meeting”). ~~The~~to ~~Offering~~consider ~~was~~certain ~~completed~~proposals ~~pursuant~~related to the ~~prospectus,~~Agreement ~~filed~~and ~~with~~Plan ~~the~~of ~~Securities~~Merger, ~~and~~dated ~~Exchange Commission~~ as ~~part~~ of ~~the Company’s~~May ~~Registration~~17, ~~Statement~~2024 ~~on Form S-3~~ (~~File Number: 333-272553) (~~the “~~Registration~~Merger ~~Statement~~Agreement”), ~~dated June 9, 2023, as supplemented~~ by ~~a preliminary prospectus supplement dated July 29, 2024~~ and abetween ~~final~~IBTX ~~prospectus supplement dated July 29, 2024,~~ and ~~free~~SouthState ~~writing~~Corporation ~~prospectuses dated July 29, 2024. In connection with the Offering, the Company entered into an Underwriting Agreement, dated as of July 29, 2024~~ (~~the~~ “~~Underwriting Agreement~~SouthState”), ~~with~~pursuant ~~Keefe~~to which, ~~Bruyette~~on &the ~~Woods,~~terms ~~Inc.~~ and ~~U.S. Bancorp~~subject ~~Investments,~~to ~~Inc.~~the ~~The~~conditions ~~Notes~~set ~~were~~forth ~~sold~~therein, SouthState atwill anacquire ~~underwriting~~IBTX ~~discount of 1.50%, resulting~~ in ~~net~~an ~~proceeds~~all-stock oftransaction ~~approximately~~by ~~$172,375,000~~means ~~before deducting expenses~~ of ~~the~~a ~~Offering.~~merger ~~The Company will use part~~ of ~~the~~IBTX ~~net~~with ~~proceeds~~and ~~from~~into ~~the~~SouthState ~~Offering to repay the Company’s 5.875% subordinated notes due August 1, 2024~~ (the “~~2024 Notes~~Merger”)~~, and intends to use the remaining net proceeds from the Offering for general corporate purposes~~.

~~The~~As ~~Notes~~of ~~were~~July ~~issued~~11, ~~under~~2024, the ~~Indenture,~~record ~~dated~~date asfor ofstockholders ~~June~~entitled 25to notice of, ~~2014~~and ~~(the~~to ~~“Base~~vote ~~Indenture”)~~at, ~~between~~ the ~~Company~~IBTX ~~and Computershare~~Special ~~Trust Company~~Meeting, ~~National~~there ~~Association~~were 41,381,165 asshares ~~successor~~of incommon ~~interest~~stock toof ~~Wells Fargo Bank~~IBTX, ~~National~~par ~~Association,~~value as$0.01 ~~trustee~~per ~~(the~~share (“~~Trustee~~IBTX Common Stock”), asissued ~~supplemented~~and byoutstanding. ~~the~~The ~~Fourth~~holders ~~Supplemental~~of ~~Indenture~~35,275,251 ~~dated~~shares as of ~~July~~IBTX ~~31,~~common ~~2024~~stock ~~(the~~were ~~“Fourth Supplemental~~present ~~Indenture”~~online ~~and~~or ~~the~~represented ~~Base~~by ~~Indenture~~proxy asat ~~supplemented~~the ~~thereby,~~IBTX ~~the~~Special ~~“Indenture”)~~Meeting, ~~between~~constituting ~~the~~a ~~Company and the Trustee~~quorum.

~~From~~The ~~and~~following ~~including~~are the ~~date~~final results of ~~issuance~~the ~~to,~~vote ~~but~~on ~~excluding, August 15, 2029 or~~ the ~~date~~proposals ofconsidered ~~earlier~~and ~~redemption,~~voted ~~the Notes~~upon ~~will bear interest~~ at athe ~~fixed~~IBTX ~~rate~~Special ~~of 8~~Meeting.~~375%~~ For ~~per~~more ~~year,~~information ~~payable semi-annually in arrears~~ on ~~February~~each ~~15 and August 15~~ of ~~each~~these ~~year~~proposals, ~~commencing~~see ~~on February 15, 2025. Thereafter, from and including August 15, 2029, to, but excluding,~~ the ~~maturity~~ ~~date,~~definitive ~~August~~proxy ~~15,~~statement ~~2034,~~filed orby ~~the~~IBTX ~~date~~with ~~of earlier redemption,~~ the ~~Notes will bear interest at a floating rate per year equal to a Benchmark rate, which is expected to be Three-Month Term SOFR (each as defined in the Indenture), plus 460~~U.~~5 basis~~S. ~~points,~~Securities ~~payable quarterly in arrears on February 15, May 15, August 15~~ and ~~November~~Exchange 15Commission ~~of each year, commencing~~ on ~~November~~July 1516, ~~2029~~2024. ~~Notwithstanding the foregoing, if the Benchmark rate is less than zero, then the Benchmark rate shall be deemed to be zero.~~

~~The~~Proposal ~~Notes~~1 ~~are~~– ~~the~~IBTX ~~Company’s~~Merger unsecured, subordinated obligations and (i) rank junior in right of payment and upon liquidation to any of the Company’s existing and future Senior Indebtedness (as defined in the Indenture), whether secured or unsecured; (ii) rank equal in right of payment and upon liquidation with any of the Company’s existing and future subordinated indebtedness the terms of which provide that such indebtedness ranks equally with promissory notes, bonds, debentures and other evidences of indebtedness of types that include the Notes, including the 2024 Notes and 4Proposal.~~00% fixed-to-floating~~ A ~~rate~~proposal subordinated notes due September 15, 2030; (iii) rank senior in right of payment and upon liquidation with the Company’s existing junior subordinated debentures underlying outstanding trust preferred securities and any indebtedness the terms of which provide that such indebtedness ranks junior to ~~promissory~~approve ~~notes, bonds, debentures and other types of indebtedness that include~~ the ~~Notes;~~Merger ~~and~~Agreement ~~(iv) are structurally subordinated to all of the existing~~ and ~~future indebtedness, deposits and other liabilities of Independent Bank and~~ the ~~Company’s~~transactions ~~other~~contemplated ~~current and future subsidiaries~~thereby, including, ~~without limitation, Independent Bank’s liabilities to depositors in connection with~~ the ~~deposits in Independent Bank, its liabilities to general creditors and its liabilities arising during the ordinary course or otherwise~~Merger.

The Notes may be redeemed at the Company’s option under certain circumstances, as described in the Indenture.


Votes For	Votes Against	Abstentions
34,707,889	510,726	56,636

~~The~~Proposal ~~foregoing~~2 ~~summary~~– ofIBTX ~~the~~Compensation ~~terms~~Proposal. A ofproposal ~~the~~to ~~Underwriting Agreement~~approve, ~~the~~on ~~Indenture~~a ~~and~~non-binding, ~~the~~advisory ~~Notes~~basis, ~~does~~the ~~not~~compensation ~~purport~~that tomay be ~~complete~~ ~~and~~paid isor ~~subject~~become payable to, ~~and~~IBTX’s ~~qualified~~named inexecutive ~~its~~officers ~~entirety~~that ~~by,~~is ~~the~~based ~~full~~on ~~text~~or ofotherwise ~~(i)~~relates ~~the~~to ~~Underwriting Agreement, (ii)~~ the ~~Base~~Merger. Approval ~~Indenture,~~of ~~(iii)~~this ~~the~~proposal ~~Fourth~~is ~~Supplemental~~not ~~Indenture~~a ~~and~~condition ~~(iv)~~to the ~~form~~completion of the ~~Notes, each of which is attached hereto as an exhibit and is incorporated herein by reference~~Merger.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Votes For	Votes Against	Abstentions
8,104,801	26,975,059	195,391

~~The~~IBTX’s ~~information~~shareholders ~~set~~did ~~forth~~not vote on the proposal to approve the adjournment of the Special Meeting to solicit additional proxies in ~~Item~~favor ~~1.01~~of ~~above~~the isMerger ~~incorporated~~Proposal bybecause ~~reference~~such ~~into~~adjournment ~~this~~was ~~Item~~not 2necessary.~~03.~~

~~Item~~Completion ~~8.01. Other~~of ~~Events~~the Merger remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

Opinion of Chief Legal Officer

In connection with closing of the Offering, the Company is filing a legal opinion of its Executive Vice President, Chief Legal Officer regarding the legality of the Notes issued in the Offering, attached as Exhibit 5.1 to this Current Report, to incorporate such opinion by reference into the Registration Statement.

2024 Notes Repayment

The Company will use a portion of the proceeds of the Offering to repay all of the 2024 Notes, constituting the full outstanding principal amount of the 2024 Notes, plus accrued and unpaid interest thereon to, but excluding, August 1, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:


Exhibit No.						Description of Exhibit

Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Number	Description of Exhibit
1.1*	Underwriting Agreement, dated as of July 29, 2024, by and among Independent Bank Group, Inc., Keefe, Bruyette & Woods, Inc. and U.S. Bancorp Investments, Inc.
4.1**	Subordinated Debt Indenture, dated as of June 25, 2014, by and between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, as trustee
4.2*	Fourth Supplemental Indenture, dated as of July 31, 2024, between Independent Bank Group, Inc. and Computershare Trust Company, National Association, as successor in interest to Wells Fargo Bank, National Association, as trustee
4.3*	Form of 8.375% Fixed-to-Floating Rate Subordinated Notes due 2034 (included in Exhibit 4.2)
5.1*	Opinion of Ankita Puri, Executive Vice President and Chief Legal Officer of Independent Bank Group, Inc.
23.1*	Consent of Ankita Puri, Executive Vice President and Chief Legal Officer of Independent Bank Group, Inc. (included in Exhibit 5.1)

* Filed herewith.

** Incorporated herein by reference to Exhibit 4.6 to the Company’s Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-196627) as filed with the Commission on June 25, 2014.

Forward-Looking Statements This Current Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements include, without limitation, statements herein with respect to the repayment of the 2024 Notes and the use of proceeds from the Offering. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that the Company makes are based on its current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company’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. Many possible events or factors could affect the Company’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this filing or made by the Company in any report, filing, document or information incorporated by reference in this filing, speaks only as of the date on which it is made. The Company undertakes no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. The Company believes that these assumptions or bases have been chosen in good faith and that they are reasonable. However, the Company cautions you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, the Company cautions you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein.

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 August 14, 2024

INDEPENDENT BANK GROUP, INC.

Date: July 31, 2024	By:	/s/ David R. Brooks
		David R. Brooks
		Chairman of the Board and Chief Executive Officer


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

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