UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

________________________

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):

~~August~~October 1417, 2024

Independent Bank Group, Inc.

(Exact Name of Registrant as Specified in Charter)

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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)

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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 Exchange on Which Registered
Common Stock, par value, $0.01 per share	IBTX	NASDAQ Global Select Market

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

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

OnIn ~~August~~accordance ~~14,~~with ~~2024,~~Item 2.02 ~~Independent~~of ~~Bank~~Form 8-K ~~Group,~~of ~~Inc.~~the Securities and Exchange Commission (the “~~IBTX~~SEC”), ~~held~~Independent aBank ~~special~~Group, ~~meeting~~Inc., ofa ~~shareholders~~Texas corporation (the “~~IBTX Special Meeting~~Company”), tois ~~consider~~furnishing ~~certain proposals related~~ to the ~~Agreement~~SEC ~~and~~a ~~Plan~~press ofrelease ~~Merger,~~that ~~dated~~the asCompany ofissued ~~May~~on 17October 21, 2024 (the “~~Merger~~Press ~~Agreement~~Release”),. byThe ~~and~~Press ~~between~~Release ~~IBTX~~disclosed ~~and~~certain ~~SouthState~~information ~~Corporation~~regarding ~~(“SouthState”)~~the ~~pursuant~~Company’s toresults ~~which,~~of onoperations for the ~~terms~~three and ~~subject~~nine tomonths ~~the~~ended ~~conditions~~September 30, ~~set~~2024, ~~forth~~and ~~therein, SouthState~~the ~~will~~Company’s ~~acquire~~financial ~~IBTX~~condition inas anof ~~all-stock~~September 30, ~~transaction~~2024. byA ~~means~~copy of athe ~~merger~~text of ~~IBTX~~the ~~with~~Press ~~and~~Release ~~into~~is ~~SouthState~~attached ~~(the~~hereto ~~“Merger”)~~as Exhibit 99.1.

AsItem ~~of July 11, 2024, the record date for stockholders entitled to notice of, and to vote at, the IBTX Special Meeting, there were 41,381,165 shares of common stock of IBTX, par value $0~~8.01 ~~per share (“IBTX Common Stock”), issued and outstanding~~. Other ~~The holders of 35,275,251 shares of IBTX common stock were present online or represented by proxy at the IBTX Special Meeting, constituting a quorum~~Events.

~~The~~On ~~following~~October 21, ~~are~~2024, the ~~final~~Company ~~results~~also ofannounced in the ~~vote~~Press onRelease ~~the~~that ~~proposals~~its ~~considered~~Board ~~and~~of ~~voted~~Directors ~~upon~~declared ata ~~the~~quarterly ~~IBTX~~dividend ~~Special~~on ~~Meeting. For~~its ~~more~~common ~~information~~stock onin ~~each~~the amount of ~~these~~$0.38 ~~proposals,~~per ~~see~~share. ~~the~~The ~~definitive~~dividend ~~proxy~~will ~~statement~~be ~~filed~~payable byon ~~IBTX~~November 14, ~~with~~2024, ~~the~~to ~~U.S.~~shareholders ~~Securities~~of ~~and~~record ~~Exchange~~as ~~Commission~~of onthe ~~July~~close 16of business on October 31, 2024.

Proposal 1 – IBTX Merger Proposal. A proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

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

Proposal 2 – IBTX Compensation Proposal. A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to IBTX’s named executive officers that is based on or otherwise relates to the Merger. Approval of this proposal is not a condition to the completion of the Merger.

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

IBTX’s shareholders did not vote on the proposal to approve the adjournment of the Special Meeting to solicit additional proxies in favor of the Merger Proposal because such adjournment was not necessary.

Completion of the Merger remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description of Exhibit
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
Exhibit 99.1						Text of Press Release issued by Independent Bank Group, Inc., dated October 21, 2024, reporting Third Quarter Financial Results and declaring quarterly dividend on its common stock.
Exhibit 104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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~~October 22, 2024

INDEPENDENT BANK GROUP, INC.


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

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