QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following are some questions that you may have regarding the Agreement and Plan of Reorganization, or the reorganization agreement, dated as of November 21, 2013, by and between Independent Bank Group, Inc., or Independent, and BOH Holdings, Inc., or BOH Holdings, and the special meetings, and brief answers to those questions. Independent and BOH Holdings advise you to read carefully the remainder of this joint proxy statement/prospectus because the information contained in this section does not provide all of the information that might be important to you with respect to the merger and the special meetings. Additional important information is also referred to under the caption “Where You Can Find More Information” beginning on page 302.

Independent shareholders: Independent is sending these materials to its shareholders to help them decide how to vote their shares of Independent common stock with respect to the reorganization agreement and other matters to be considered at the Independent special meeting and to solicit their proxies in respect of the Independent special meeting.

This document constitutes both a proxy statement of BOH Holdings and Independent and a prospectus of Independent. It is a joint proxy statement because the boards of directors of BOH Holdings and Independent are soliciting proxies using this document from their respective shareholders. It is a prospectus because Independent is offering shares of its common stock to BOH Holdings shareholders as part of the merger consideration to be provided to holders of BOH Holdings common stock in the merger.

Proposal One: to approve the reorganization agreement, pursuant to which BOH Holdings will merge with and into Independent, with Independent being the surviving entity following the merger, which transaction is referred to herein as the merger and is further described in the section entitled “The Merger” beginning on page 83; and

Proposal Two: to approve the adjournment of the BOH Holdings special meeting to a later date or dates, if the board of directors of BOH Holdings determines it is necessary to permit solicitation of additional proxies if there are not sufficient votes at the time of the BOH Holdings special meeting to constitute a quorum or to approve the reorganization agreement.

No other business may be conducted at the BOH Holdings special meeting.

Proposal One: to approve the reorganization agreement, pursuant to which BOH Holdings will merge with and into Independent, with Independent being the surviving entity following the merger, as is further described in the section entitled “The Merger” beginning on page 83;

Proposal Two: to approve the issuance of shares of Independent common stock to BOH Holdings shareholders in connection with the merger, which is further described in the section entitled “The Merger” beginning on page 83;

Proposal Three: to elect each of the following three director nominees designated pursuant to the reorganization agreement, or BOH Holdings nominees, whose directorships will only become effective upon consummation of the merger, and whose business experience and qualifications are further described in the section entitled “Management —Election of BOH Holdings Nominees to Fill New Director Seats” beginning on page 255, to fill the vacant seats, or the “new director seats,” created when the Independent board expanded its board from ten (10) to thirteen (13) members:

Proposal Four: to approve the adjournment of the Independent special meeting to a later date or dates, if the board of directors of Independent determines it is necessary to permit solicitation of additional proxies if there are not sufficient votes at the time of the Independent special meeting to constitute a quorum or to approve the first three proposals listed above.

No other business may be conducted at the Independent special meeting.

Pursuant to the terms of the reorganization agreement, the tangible book value of BOH Holdings will be determined from BOH Holdings’ financial statements prepared in accordance with generally accepted accounting principles, consistently applied, adjusted as provided for below. The amount of the BOH Holdings Series C preferred stock is excluded from the calculation. Any unrealized gains or losses in investment securities are also excluded from the calculation of tangible book value.

As of December 31, 2013, the tangible book value of BOH Holdings (calculated in accordance with GAAP) was approximately $72.5 million, and will be increased or decreased, as the case may be, by the amount of net income or net loss, respectively, of BOH Holdings through the closing date. Net income is currently estimated to be between $3.1 million and $3.9 million from December 31, 2013 to April 15, 2014.

The table set forth below shows the range of estimates for the amounts that will affect the calculation of the BOH Holdings tangible book value, assuming the closing of the merger on April 15, 2014:

If BOH Holdings achieves the estimates in the range set forth above, BOH Holdings tangible book value as of the closing date would be greater than $70 million, and thus there would be no reduction, and the amount of aggregate cash merger consideration distributed among the holders of BOH Holdings common stock would be $34 million.

These amounts are only estimates and are based upon several assumptions, many of which are beyond the control of BOH Holdings and Bank of Houston. Accordingly, the actual amount of BOH Holdings’ tangible book value may vary from these estimated amounts. BOH Holdings will not re-solicit proxies from holders of its common stock or its Series D preferred stock in the event that BOH Holdings tangible book value is below $70 million on the effective date of the merger and the aggregate cash merger consideration of $34 million is adjusted downward as it has no right to do so under the reorganization agreement. For more information regarding how the BOH Holdings tangible book value will be calculated and how BOH Holdings has estimated what that amount will be on or about April 15, 2014, the anticipated effective date of the merger, please see “The Merger—Potential Downward Adjustment to the Amount of Cash Consideration Received in the Merger” beginning on page 84.

For further explanation of how the BOH Holdings’ tangible book value will be calculated, the effect on the purchase price if tangible book value is less than $70 million on the effective date of the merger, the calculation of the number of shares of BOH Holdings common stock that will be issued and outstanding on the effective date of the merger, and other estimates, please refer to “The Merger—Terms of the Merger” beginning on page 83 of this joint proxy statement/prospectus.

Independent shareholders: The Independent special meeting is scheduled to take place at 3:30 p.m. Central Time, on Monday, April 14, 2014 at the branch office of Independent Bank, 1600 Redbud Boulevard, Suite 100, McKinney, Texas 75069.

Independent shareholders: The holders of record of Independent common stock as of 5:00 p.m. on February 18, 2014, which is the date that Independent’s board of directors has fixed as the record date for the Independent special meeting, are entitled to vote at the Independent special meeting.

Independent shareholders: Approval of the reorganization agreement by Independent shareholders requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Independent common stock or at least 8,395,332 shares of Independent common stock.

Independent shareholders: To adjourn the Independent special meeting, the affirmative vote of a majority of votes cast on such proposal at the meeting is required.

Proposal One: FOR the approval of the reorganization agreement and the merger; and

Proposal Two: FOR the adjournment of the BOH Holdings special meeting to a later date or dates if the board of directors of BOH Holdings determines it is necessary to permit solicitation of additional proxies if there are not sufficient votes at the time of the BOH Holdings special meeting to constitute a quorum or to approve the reorganization agreement.

Proposal One: FOR the approval of the reorganization agreement and the merger;

Proposal Two: FOR the issuance of 3,616,060 shares of Independent common stock to BOH Holdings shareholders in connection with the merger;

Proposal Three: FOR the election of each of James D. Stein, Donald L. Poarch and J. Webb Jennings, III to fill the new director seats on the Independent board, with the election of such directors being subject to the completion of the merger; and

Proposal Four: FOR the adjournment of the Independent special meeting to a later date or dates, if the board of directors of Independent determines it is necessary to permit solicitation of additional proxies if there are not sufficient votes at the time of the Independent special meeting to constitute a quorum or to approve the first three proposals listed above.

Independent shareholders: No. The shareholders of Independent are not entitled to appraisal rights or dissenters’ rights in connection with the merger under Texas law or under the governing documents of Independent.

Independent shareholders: The record date for the Independent special meeting is earlier than the expected date of completion of the merger. Therefore, if you transfer your shares of Independent common stock after the applicable record date, but prior to the merger’s completion, you will retain the right to vote at the Independent special meeting.

If you are a record holder, you may vote by proxy or you may attend the BOH Holdings special meeting and vote in person. If you are a record holder on the record date for the BOH Holdings special meeting and want to vote your shares by proxy, simply indicate on the proxy card(s) applicable to your shares of BOH Holdings common stock and/or your BOH Holdings Series D preferred stock how you want to vote and sign, date and mail your proxy card(s) in the enclosed envelope as soon as possible, but in any event no later than immediately prior to the vote at the BOH Holdings special meeting.

Your proxy card must be received by BOH Holdings by no later than the time the polls close for voting at the BOH Holdings special meeting for your vote to be counted at the BOH Holdings special meeting.

Voting your shares by proxy will enable your shares of BOH Holdings common stock and/or your shares of BOH Holdings Series D preferred stock to be represented and voted at the BOH Holdings special meeting if you do not attend the special meeting and vote your shares in person.

Independent shareholders: After you have thoroughly read and considered the information contained in this joint proxy statement/prospectus, you simply need to vote your shares of Independent common stock at the Independent special meeting. The process for voting your shares depends on how your shares are

held. Generally you may hold shares as the “record holder” (that is, in your own name) or in “street name” (that is, through a nominee, such as a broker or a bank). If you hold shares in “street name,” you are considered the beneficial owner of those shares.

If you are a record holder on the record date for the Independent special meeting, you may vote by proxy or you may attend the Independent special meeting and vote in person. If you are a record holder and want to vote you shares by proxy, you have three ways to vote:

Independent shareholders: The shares to which such proxy card relates will be voted FOR approval of the reorganization agreement and the merger transactions contemplated therein, FOR approval of the issuance of shares of Independent common stock to BOH Holdings shareholders in connection with the merger, FOR election of each of the BOH Holdings nominees to fill the new director seats, and FOR any adjournments of the meeting that the board of directors of Independent deems necessary.

Independent shareholders: Yes. All Independent shareholders are invited to attend the Independent special meeting. Shareholders of record on the record date for the Independent special meeting can vote in person at the Independent special meeting.

If your shares of Independent or BOH Holdings are held in “street name,” then you are not the shareholder of record. In order for you to vote the shares that you beneficially own and that are held in “street name” in person at the special meeting, you must bring a legal proxy from the broker, bank or other nominee that was the record holder of your shares held in “street name” as of 5:00 p.m. on February 18, 2014, confirming that you were the beneficial owner of those shares as of 5:00 p.m. on February 18, 2014, stating the number of shares of which you were the beneficial owner that were held for your benefit at that time by that broker, bank or other nominee and appointing you as the record holder’s proxy to vote the shares covered by that proxy at the special meeting.

If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.

Independent shareholders: Yes. Regardless of the method used to cast a vote, if an Independent shareholder is a holder of record, he or she may change his or her vote by:

If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.

Independent shareholders: If you are a record holder of Independent common stock and you abstain from voting or fail to instruct your broker to vote your shares and the broker submits a proxy, referred to as a broker nonvote, then the abstention or broker nonvote of shares of Independent common stock will be counted towards a quorum at the Independent special meeting, but such shares will have the same effect as a vote against the proposal to approve the reorganization agreement. Abstentions and broker nonvotes will have no effect on the proposals to issue shares of Independent common stock to BOH Holdings shareholders in connection with the merger, elect the BOH Holdings nominees to fill the new director seats, or adjourn the Independent special meeting, if necessary.

Independent shareholders: If you have additional questions about the merger, you should contact Jan Webb, Executive Vice President and Secretary, Independent Bank Group, Inc., 1600 Redbud Boulevard, Suite 400, McKinney, Texas 75069, telephone (972) 562-9004.

SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. Independent and BOH Holdings urge you to carefully read this entire document and the other information that is referred to in this joint proxy statement/prospectus. These documents will give you a more complete description of the items for consideration at the special meeting. For more information about Independent, see “Where You Can Find More Information” on page 302. Independent has included page references in this summary to direct you to other places in this joint proxy statement/prospectus where you can find a more complete description of the topics that Independent has summarized.

The Companies

Independent Bank Group, Inc.

1600 Redbud Boulevard, Suite 400

McKinney, Texas 75069-3257

(972) 562-9004

Independent, a Texas corporation, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, or the BHC Act. Through Independent Bank, its wholly owned subsidiary bank, which is a Texas state bank, Independent provides a wide range of relationship driven, commercial banking products and services. Independent currently operates a total of 30 full-service banking centers in 26 communities, with 22 in the Dallas/Fort Worth metropolitan area, including McKinney, Dallas, Plano and Denton, and eight in the greater Austin, Texas area, including Austin and Waco. As of September 30, 2013, on a consolidated basis, Independent had total assets of $2.0 billion, total loans of $1.5 billion, total deposits of $1.5 billion and shareholders’ equity of $219 million.

During fourth quarter of 2013, Independent consummated the acquisition of Collin Bank, a Texas chartered bank. On January 1, 2014, Independent consummated the acquisition of Live Oak Financial Corp. and its subsidiary, Live Oak State Bank, also a Texas chartered bank. A description of these acquisitions is found under the section entitled “Business of Independent—Recent Acquisitions” on page 153.

BOH Holdings, Inc.

750 Bering Drive, Suite 100

Houston, TX 77057

(713) 789-6100

BOH Holdings, Inc., a Texas corporation, is a bank holding company registered under the BHC Act. Bank of Houston, a Texas banking association and wholly owned subsidiary of BOH Holdings, is a full service commercial bank with five offices located in Houston, Texas, and one in Kingwood, Texas. As of September 30, 2013, BOH Holdings had total assets of $924.6 million, total deposits of $747.3 million, total net loans of $704.6 million and total shareholders’ equity of $94.3 million.

Proposed Merger

The reorganization agreement is attached to this joint proxy statement/prospectus as Appendix A. Please read the entire reorganization agreement. It is the legal document that governs the merger.

Terms of the Merger (page 83)

The reorganization agreement provides for Independent to acquire all of the issued and outstanding securities of BOH Holdings through the merger of BOH Holdings with and into Independent, with Independent

being the surviving corporation following the merger. If the shareholders of BOH Holdings and Independent approve the reorganization agreement at the special meetings, and if the required regulatory approvals are obtained and the other conditions to the parties’ obligations to effect the merger are satisfied or are waived by the party entitled to do so, Independent and BOH Holdings anticipate that the merger will be completed on April 15, 2014, although delays could occur.

Independent is currently the sole shareholder of Independent Bank, a Texas banking association, and BOH Holdings is currently the sole shareholder of the Bank of Houston, a Texas banking association. Upon the completion of the merger, both Independent Bank and the Bank of Houston will be wholly owned subsidiaries of Independent. Pursuant to the reorganization agreement, immediately following the completion of the merger, Bank of Houston will merge with and into Independent Bank, with Independent Bank being the surviving bank following the bank merger.

The merger will be accounted for as an acquisition of BOH Holdings and Bank of Houston by Independent and Independent Bank under the acquisition method of accounting in accordance with the Financial Accounting Standard Board’s Accounting Standard Codification Topic 805, “Business Combinations.”

Treatment of Shares of BOH Holdings Common Stock (page 83)

As a result of the merger, holders of BOH Holdings common stock (including shares of BOH Holdings Series D preferred stock that are converted into BOH Holdings common stock immediately prior to the consummation of the merger) will be entitled to receive whole shares of Independent common stock and cash, with cash paid in lieu of a fractional share, and will no longer be owners of BOH Holdings common stock. As a result of the merger, certificates of BOH Holdings common stock will represent only the right to receive the merger consideration pursuant to the reorganization agreement. BOH Holdings will cease to exist following the completion of the merger.

If the shareholders of BOH Holdings and Independent approve the reorganization agreement and the merger is completed, all outstanding shares of BOH Holdings common stock will be converted into the right to receive an aggregate of 3,616,060 shares of Independent common stock and $34 million in cash, subject to downward adjustment based on the tangible book value of BOH Holdings as discussed below.

Estimated Number of Shares of BOH Holdings Common Stock Issued and Outstanding on the Closing Date (page 84)

The amount of per share merger consideration to be received by the BOH Holdings shareholders is dependent upon the number of shares of BOH Holdings common stock issued and outstanding immediately prior to the effective time of the merger. BOH Holdings currently estimates that before conversion of the BOH Holdings Series D preferred stock and the exercise of outstanding options, there will be approximately 7,652,454 shares of BOH Holdings common stock issued and outstanding; 138,132 shares of BOH Holdings Series D preferred stock; and 292,238 options to purchase BOH Holdings common stock. Upon the conversion of all outstanding shares of BOH Holdings Series D preferred stock into an equivalent number of shares of BOH Holdings common stock and the exercise of all outstanding options to purchase BOH Holdings common stock, BOH Holdings estimates that there will be between 7,986,196 (assuming all option holders exercise on a cashless basis) and 8,082,824 (assuming all option holders exercise for cash) shares of BOH Holdings common stock issued and outstanding immediately prior to the effective time of the merger. For more detail on these estimates, please see “The Merger—Estimated Number of Shares of BOH Holdings Common Stock Issued and Outstanding on the Closing Date” on page 84.

Potential Downward Adjustment to the Amount of Cash Consideration Received in the Merger (page 84)

The cash portion of the merger consideration ($34 million) will be adjusted downward if the tangible book value of BOH Holdings is less than $70 million on the effective date of the merger.

Pursuant to the terms of the reorganization agreement, the tangible book value of BOH Holdings will be determined from BOH Holdings’ financial statements prepared in accordance with generally accepted accounting principles, consistently applied (adjusted as provided for below). The amount of BOH Holdings Series C preferred stock is excluded from the calculation of tangible book value. Any unrealized gains or losses in investment securities are also excluded from the calculation of tangible book value.

As of December 31, 2013, the tangible book value of BOH Holdings (calculated in accordance with GAAP) was approximately $72.5 million, and will be increased or decreased, as the case may be, by the amount of net income or net loss, respectively, of BOH Holdings through the closing date. Management of BOH Holdings estimates that net income will be between $3.1 million and $3.9 million from December 31, 2013 to April 15, 2014. The table set forth below shows the range of BOH Holdings’ estimates for the amounts that will affect the calculation of the BOH Holdings tangible book value, assuming the closing of the merger on April 15, 2014:

These amounts are only estimates and are based upon several assumptions, many of which are beyond the control of BOH Holdings and Bank of Houston. Accordingly, the actual amount of BOH Holdings’ tangible book value may vary from these estimated amounts. For more information regarding how the BOH Holdings tangible book value will be calculated and how BOH Holdings has estimated what that amount will be on or about April 15, 2014, the anticipated closing date of the merger, please see “The Merger—Potential Downward Adjustment to the Amount of Cash Consideration Received in the Merger” beginning on page 84.

If, as of the closing date, BOH Holdings’ tangible book value is less than $70 million, the aggregate cash merger consideration to be paid to holders of BOH Holdings common stock will be reduced in accordance with the following formula:

Independent’s obligation to consummate the merger is conditioned upon BOH Holdings having a tangible book value of at least $65 million as of the closing date. Based on a BOH Holdings tangible book value of $65 million, the cash portion of the merger consideration would be $22 million. Should the BOH Holdings tangible book value be less than $65 million, then Independent may, in its sole discretion, refuse to close the transactions and consummate the merger or proceed with the transactions and consummate the merger, in which

case the cash merger consideration would be further reduced below $22 million. If BOH Holdings has a tangible book value of $55.833 million or less on the effective date of the merger, holders of BOH Holdings common stock will not receive any cash consideration, but only shares of Independent common stock.

Neither Independent nor BOH Holdings will resolicit proxies from their shareholders in the event that the BOH Holdings tangible book value is below $65 million and Independent elects to complete the merger. Please refer to the risk factor captioned “Neither Independent nor BOH Holdings intends to re-solicit proxies from their shareholders in the event that the BOH Holdings tangible book value is less than $65 million on the closing date,” on page 50.

Per Share Merger Consideration To Be Received (page 87)

Because of the possibility of a downward adjustment to the per share cash consideration and the uncertainty in the number of shares of BOH Holdings common stock that will be outstanding immediately prior to the effective time of the merger, BOH Holdings shareholders will not know the exact fraction of a share of Independent common stock or the exact amount of cash that BOH Holdings shareholders will receive for each share of BOH Holdings common stock (including shares of BOH Holdings common stock issued upon the automatic conversion of BOH Holdings Series D preferred stock and the shares of BOH Holdings common stock issued upon the automatic exercise of outstanding options to purchase BOH Holdings common stock) held by holders of BOH Holdings common stock in connection with the merger when BOH Holdings shareholders vote on the reorganization agreement.

The following tables set forth the potential range of values that holders of BOH Holdings common stock may receive upon the completion of the merger based on a number of variables and not taking into account any cash that may be issued in lieu of fractional shares:

The information regarding the value of the total merger consideration and the per share merger consideration to be received by the BOH Holdings shareholders in the merger is based on the price of Independent common stock of $54.00 per share as of the close of business on February 18, 2014. The value of the total merger consideration and the per share merger consideration will increase or decrease based upon fluctuations in the market price of Independent common stock occurring prior to closing.

Treatment of BOH Holdings Series D Preferred Stock (page 89)

On February 18, 2014, 112,042 shares of BOH Holdings Series D preferred stock were issued and outstanding under the BOH Holdings Employee Stock Purchase Plan. BOH Holdings expects that it could issue

up to an additional 26,090 shares of BOH Holdings Series D preferred stock prior to the effective time of the merger. Accordingly, BOH Holdings estimates that it will have no more than 138,132 shares of BOH Holdings Series D preferred stock outstanding and convertible into an equivalent number of shares of BOH Holdings common stock immediately prior to the effective time of the merger.

On February 18, 2014, in accordance with the reorganization agreement, and pursuant to the terms of the BOH Holdings Employee Stock Purchase Plan, the board of directors of BOH Holdings elected to terminate the BOH Holdings Employee Stock Purchase Plan effective April 1, 2014. At that time, all automatic payroll deductions will cease, and any accumulated payroll deductions by participants in the BOH Holdings Employee Stock Purchase Plan that have not been used to purchase shares of BOH Holdings Series D preferred stock will be returned to the participant. After April 1, 2014, no additional shares of BOH Holdings Series D preferred stock may be purchased under the plan or issued by BOH Holdings.

At least two business days prior to the effective time of the merger, all issued and outstanding shares of BOH Holdings Series D preferred stock will convert into an equivalent number of shares of BOH Holdings common stock. Each share of BOH Holdings common stock issued pursuant to this conversion will thereafter represent only the right to receive the merger consideration to be paid pursuant to the reorganization agreement.

Treatment of BOH Holdings Options (page 89)

Pursuant to the terms of the BOH Holdings Amended and Restated 2008 BOHI Equity Incentive Plan each outstanding option to acquire shares of BOH Holdings common stock not fully vested and immediately exercisable will automatically vest and become fully exercisable upon the approval of reorganization agreement by the BOH Holdings’ shareholders at the BOH Holdings special meeting. The BOH Holdings board of directors shall set a date (which must be at least one business day before the effective time of the merger) before which all BOH Holdings options shall automatically be exercised without any action on the part of the holder thereof on a for-cash or cashless basis, as determined by the option holder, and BOH Holdings shall issue shares of BOH Holdings common stock pursuant to such automatic exercise. Following the date of this automatic exercise, all BOH Holdings options will terminate and the holder thereof will have no further rights to acquire shares of BOH Holdings common stock pursuant to a BOH Holdings option. As of February 18, 2014, there were 292,238 outstanding and unvested options to purchase shares of BOH Holdings common stock, which will vest upon approval of the reorganization agreement at the BOH Holdings special meeting. No additional options may be issued between February 18, 2014 and the effective date of the merger. Each share of BOH Holdings common stock issued pursuant to the exercise of such options will thereafter represent only the right to receive the merger consideration to be paid pursuant to the reorganization agreement.

Treatment of BOH Holdings Series C Preferred Stock (page 90)

BOH Holdings has 23,938.35 outstanding shares of a class of preferred stock designated as Senior Noncumulative Perpetual preferred stock, Series C, or the BOH Holdings Series C preferred stock, issued to the U.S. Treasury in connection with BOH Holdings’ participation in the U.S. Treasury’s Small Business Lending Fund, or SBLF. Under the terms of the reorganization agreement, Independent may elect either to (i) exchange shares of a new issue of Independent preferred stock, or the Independent preferred stock, for the BOH Holdings Series C preferred stock, or (ii) require BOH Holdings to redeem all of the outstanding BOH Holdings Series C preferred stock prior to the consummation of the merger. If Independent elects the exchange, Independent will exchange each share of the BOH Holdings Series C preferred stock for a share of Independent preferred stock that would provide the same rights, preferences, privileges and voting powers, and be subject to the same limitations and restrictions, as BOH Holdings Series C preferred stock, taken as a whole, existing immediately prior to the consummation of the merger to the extent agreed to by the U.S. Treasury. If Independent elects to

require BOH Holdings to redeem the BOH Holdings Series C preferred stock, then such redemption would occur in connection with the completion of the merger. The cost to BOH Holdings to redeem all of the outstanding shares of the BOH Holdings Series C preferred stock as of December 31, 2013, would have been approximately $23.9 million, and the costs and expenses related to such redemption would not be included in the calculation of the BOH Holdings tangible book value for purposes of the reorganization agreement. Therefore, the redemption would not factor into the determination whether there would be a reduction in the amount of the cash portion of the merger consideration Independent would be obligated to pay to BOH Holdings shareholders pursuant to the merger.

The exchange of the BOH Holdings Series C preferred stock for Independent preferred stock is subject to prior review and acceptance by the U.S. Treasury. Independent is discussing the exchange process with the U.S. Treasury and is currently planning to exchange shares of Independent preferred stock for the BOH Holdings Series C preferred stock. For more information, please refer to “The Merger—Treatment of BOH Holdings Series C Preferred Stock,” beginning on page 90.

Material U.S. Federal Income Tax Consequences (page 134)

The merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, as amended, or the Code, for U.S. federal income tax purposes, and the closing is conditioned upon the receipt by Independent of an opinion from Andrews Kurth LLP, special counsel to Independent, and the receipt by BOH Holdings of an opinion from Bracewell & Giuliani LLP, counsel to BOH Holdings, to the effect that the merger so qualifies. This summary of U.S. federal income tax consequences assumes that the merger will be consummated as described in the reorganization agreement and this joint proxy statement/prospectus and that Independent and BOH Holdings will not waive the opinion condition described in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger—Tax Opinions.” If the merger qualifies as such a reorganization, the material U.S. federal income tax consequences of the merger to U.S. holders of BOH Holdings common stock will generally be as follows: holders of BOH Holdings common stock generally will recognize gain (but not loss) with respect to their BOH Holdings common stock equal to the lesser of cash received (excluding any cash received in lieu of a fractional share of Independent common stock) or gain realized in the merger. The amount of gain realized will equal the amount by which the cash plus the fair market value of the Independent common stock, at the effective time of the merger, exceeds the adjusted tax basis in the BOH Holdings common stock to be surrendered in exchange therefor.

For further information, please refer to “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.” The U.S. federal income tax consequences described above may not apply to all holders of BOH Holdings common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Fairness Opinion of Financial Advisor of BOH Holdings (page 104)

Sandler O’Neill + Partners, L.P., or Sandler O’Neill, has delivered a written opinion to the board of directors of BOH Holdings that, as of the date of the reorganization agreement, based upon and subject to certain matters stated in the opinion, the merger consideration is fair to the shareholders of BOH Holdings from a financial point of view. This opinion is attached to this joint proxy statement/prospectus as Appendix B. The opinion of Sandler O’Neill is not a recommendation to any BOH Holdings shareholder as to how to vote on the proposal to approve the reorganization agreement. You should read this opinion completely to understand the procedures followed, matters considered and limitations on the reviews undertaken by Sandler O’Neill in providing its opinion.

Fairness Opinion of Financial Advisor of Independent (page 96)

Sterne, Agee & Leach, Inc., or Sterne Agee, has delivered a written opinion to the board of directors of Independent that, as of the date of the reorganization agreement, based upon and subject to certain matters stated in the opinion, the consideration to be paid in the merger by Independent is fair, from a financial point of view, to Independent. This opinion is attached to this joint proxy statement/prospectus as Appendix C. The opinion of Sterne Agee is not a recommendation to any Independent shareholder as to how to vote on the proposals to approve the reorganization agreement or the issuance of Independent common stock to the shareholders of BOH Holdings in the merger. You should read this opinion completely to understand the procedures followed, matters considered and limitations on the reviews undertaken by Sterne Agee in providing its opinion.

Independent Plans to Continue Payment of Quarterly Dividends (page 284)

Independent paid a cash dividend of $0.06 per share to its shareholders in the third and fourth quarters of 2013 and the first quarter of 2014. Independent intends to continue paying quarterly cash dividends following the merger.

If Independent does not require BOH Holdings to redeem the BOH Holdings Series C preferred stock, then Independent would be Obligated to Pay Dividends on the Independent Preferred Stock Issued as a result of the Merger (page 90).

If Independent elects not to require BOH Holdings to redeem the BOH Holdings Series C preferred stock prior to the consummation of the merger, then Independent will be obligated to exchange each share of BOH Holdings Series C preferred stock for a share of Independent preferred stock that would provide the same rights, preferences, privileges and voting powers, and be subject to the same limitations and restrictions as BOH Holdings Series C preferred stock, taken as a whole, existing immediately prior to the consummation of the merger to the extent agreed to by the U.S. Treasury, the sole holder of the shares BOH Holdings Series C preferred stock. In that event, Independent would be required to pay quarterly dividends on the Independent preferred stock at a rate equal to 1.0% of the aggregate liquidation amount of the Independent preferred stock, which would be $23.9 million. Independent is discussing the exchange process with the U.S. Treasury and is currently planning to exchange new shares of Independent preferred stock for the BOH Holdings Series C preferred stock. For more information, please see “The Merger— Treatment of BOH Holdings Series C Preferred Stock,” beginning on page 90.

Ownership of Independent After the Merger (page 49)

Pursuant to the reorganization agreement, Independent will issue 3,616,060 shares of its common stock to BOH Holdings shareholders in connection with the merger. Based on 12,592,935 shares of Independent common stock outstanding as of February 18, 2014, if Independent issues the 3,616,060 shares of Independent common stock to the shareholders of BOH Holdings in connection with the proposed acquisition by Independent of BOH Holdings, the former BOH Holdings shareholders would own approximately 22% of the outstanding shares of Independent common stock. That ownership percentage will be reduced by any future issuances of shares of Independent common stock.

Market Prices of Independent Common Stock (page 283)

Shares of Independent common stock were quoted on the NASDAQ Stock Market, Inc. Global Market or the NASDAQ Global Market through December 31, 2013, and are now quoted on the NASDAQ Global Select Market, under the symbol “IBTX.” On November 21, 2013, the last trading day before the merger was announced, Independent common stock closed at $41.06 per share. On February 18, 2014, Independent common stock closed at $54.00 per share. The market price of Independent common stock will fluctuate prior to the

merger. You should obtain the most recent closing price for Independent common stock on the NASDAQ Global Select Market prior to deciding how to vote. Shares of BOH Holdings are not traded on any national securities exchange or on an established public trading market and no quotations of any market price exists for BOH Holdings shares.

BOH Holdings Special Meeting (page 78)

The special meeting of shareholders of BOH Holdings will be held on April 14, 2014, at 2:00 p.m. Central Time, at the offices of Bank of Houston, 750 Bering Drive, Suite 100, Houston, Texas 77057. At the BOH Holdings special meeting, holders of (i) shares of BOH Holdings common stock and (ii) shares of BOH Holdings Series D preferred stock, each voting as a separate class, will be asked to consider and vote on the following:

Independent Special Meeting (page 72)

The special meeting of shareholders of Independent will be held on April 14, 2014, at 3:30 p.m, Central Time, at the branch office of Independent Bank, 1600 Redbud Boulevard, Suite 100, McKinney, Texas 75069. At the Independent special meeting, you will be asked to consider and vote on the following:

BOH Holdings Record Date Set at February 18, 2014; Two-Thirds Shareholder Vote Required to Approve the Reorganization Agreement (page 79 and 80)

You may vote at the special meeting of BOH Holdings shareholders if you owned BOH Holdings common stock or BOH Holdings Series D preferred stock as of 5:00 p.m. on February 18, 2014. You can cast one vote for each share of BOH Holdings common stock and/or one vote for each share of BOH Holdings Series D preferred stock, as the case may be, that you owned of record at that time. As of February 18, 2014, there were 7,652,454 shares of BOH Holdings common stock and 112,042 shares of BOH Holdings Series D preferred stock outstanding.

Approval of the reorganization agreement requires the affirmative vote of both (i) the holders of at least two-thirds of the shares of BOH Holdings common stock outstanding and entitled to vote as of 5:00 p.m. on the record date and (ii) of holders of at least two-thirds of the shares of BOH Holdings Series D preferred stock outstanding and entitled to vote as of 5:00 p.m. on the record date, each voting as a separate class. If you fail to vote, it will have the effect of a vote against the reorganization agreement. The affirmative vote of a majority of the votes cast by both (i) the holders of BOH Holdings common stock and (ii) the holders of the BOH Holdings Series D preferred stock, each voting as a separate class, at the BOH Holdings special meeting is required to approve the adjournment of the BOH Holdings special meeting.

You may vote your shares of BOH Holdings common stock and/or BOH Holdings Series D preferred stock by attending the special meeting and voting in person or by completing and mailing the enclosed proxy card. If you are the record holder of your shares, you can revoke your proxy at any time before the vote is taken at the BOH Holdings special meeting by sending a written notice revoking the proxy or submitting a later-dated proxy to the Secretary of BOH Holdings, which must be received no later than immediately prior to the vote at the BOH Holdings special meeting, or by voting in person at the BOH Holdings special meeting. If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted. See “The BOH Holdings Special Meeting—Voting of Proxies by Holders of Record,” “—Attending the Meeting; Voting in Person” and “—Revocation of Proxies.”

Independent Record Date Set at February 18, 2014; Two-Thirds Shareholder Vote Required to Approve the Reorganization Agreement (page 73 and 75)

You may vote at the special meeting of Independent shareholders if you owned Independent common stock of record as of 5:00 p.m. on February 18, 2014. You can cast one vote for each share of Independent common stock you owned of record at that time. As of February 18, 2014, there were 12,592,935 shares of Independent common stock outstanding.

Approval of the reorganization agreement requires the affirmative vote of the holders of at least two-thirds of the shares of Independent common stock outstanding and entitled to vote as of 5:00 p.m. on the Independent record date. If you fail to vote, it will have the effect of a vote against the reorganization agreement. Approval of the issuance of the 3,616,060 shares of Independent common stock to be issued to holders of BOH Holdings common stock as consideration in the merger requires the affirmative vote of a majority of votes cast by holders of Independent common stock at the Independent special meeting. Election of the BOH Holdings nominees to fill the three new director seats requires an affirmative vote of at least a plurality of all votes cast at the Independent special meeting. The affirmative vote of a majority of the votes cast on this proposal at the Independent special meeting is required to approve the adjournment of the Independent special meeting.

You may vote your shares of Independent common stock by attending the special meeting and voting in person, by completing and mailing the enclosed proxy card or by following the instructions to vote via the Internet or by telephone as indicated on the proxy card and elsewhere in this joint proxy statement/prospectus. If you are the record holder of your shares, you can revoke your proxy at any time before the vote is taken at the Independent special meeting by sending a written notice revoking the proxy or submitting a later-dated proxy to the Secretary of Independent, which must be received no later than immediately prior to the vote at the Independent special meeting, or by voting in person at the Independent special meeting. If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted. See “The Independent Special Meeting—Voting of Proxies by Holders of Record,” “—Attending the Meeting; Voting in Person” and “—Revocation of Proxies.”

BOH Holdings’ Reasons for the Merger and Recommendations of BOH Holdings’ Board (page 93)

Based on the reasons discussed elsewhere in this joint proxy statement/prospectus, including the fairness opinion of Sandler O’Neill, the board of directors of BOH Holdings believes that the merger is fair, from a financial point of view to and in the best interests of the shareholders of BOH Holdings, and unanimously recommends that you vote FOR the proposal to approve the reorganization agreement. For a discussion of the circumstances surrounding the merger and the factors considered by BOH Holdings’ board of directors in approving the reorganization agreement, see page 93.

Certain Shareholders of BOH Holdings are Expected to Vote Their Shares For Approval of the Reorganization Agreement (page 79)

The directors and certain officers of BOH Holdings have entered into an agreement to vote the shares of BOH Holdings common stock that they control in favor of approval of the reorganization agreement and the merger and in the manner most favorable to the consummation of the merger and the transactions contemplated by the reorganization agreement; provided, however, that the BOH Holdings shareholders who entered into the voting agreement would be permitted to vote to accept a superior proposal, if any, under the terms of the reorganization agreement. As of the BOH Holdings record date, 2,039,453 shares of BOH Holdings common stock, or approximately 27% of the outstanding shares of BOH Holdings common stock, and 32,441 shares of BOH Holdings Series D preferred stock or approximately 29% of the outstanding shares of BOH Holdings Series D preferred stock, in each case, entitled to vote at the BOH Holdings special meeting, were bound by the voting agreement.

Independent’s Reasons for the Merger and Recommendations of Independent’s Board (page 95)

Based on the reasons discussed elsewhere in this joint proxy statement/prospectus, including the fairness opinion of Sterne Agee, the board of directors of Independent believes that the merger is fair to and in the best interests of Independent, and unanimously recommends that you vote FOR the proposal to approve the reorganization agreement. For a discussion of the circumstances surrounding the merger and the factors considered by Independent’s board of directors in approving the reorganization agreement, see page 95.

Effective Time of the Merger (page 116)

The merger will become effective at the date and time specified in the certificate of merger to be filed with the Texas Secretary of State. If BOH Holdings and Independent shareholders approve the reorganization agreement at the special meetings, and if all necessary regulatory approvals are obtained and the other conditions to the parties’ respective obligations to effect the merger are satisfied or are waived by the party entitled to do so, Independent anticipates that the merger will be completed on April 15, 2014, although delays could occur.

BOH Holdings and Independent cannot assure you that the necessary shareholder and regulatory approvals will be obtained or that the other conditions to completion of the merger can or will be satisfied. See “Risk Factors—Risks Related to the Merger—The merger may not be completed.”

Exchange of BOH Holdings Stock Certificates (page 114)

After the effective time of the merger, you will receive a letter and instructions from Wells Fargo Shareowner Services, acting as Independent’s exchange and transfer agent, or the exchange agent, describing the procedures for surrendering your stock certificates representing shares of BOH Holdings common stock in exchange for shares of Independent common stock and cash. The shares of Independent common stock issuable

in exchange for the shares of BOH Holdings common stock will be issued solely in uncertificated book-entry form and a holder’s shares of Independent common stock will be reflected in the shareholder’s account established in the Direct Registration System by Independent’s stock transfer agent. As soon as practicable after the effective time of the merger, with the intent to be within ten days of the effective time of the merger, Independent will cause the exchange agent to mail to each record holder of BOH Holdings common stock the letter and instructions for exchange. Please do not send BOH Holdings or Independent any of your BOH Holdings stock certificates until you receive these instructions. BOH Holdings stock certificates delivered to the exchange agent without a properly completed letter of transmittal will be rejected and returned for corrective action.

Conditions to Completion of the Merger (page 121)

The completion of the merger depends on a number of conditions being satisfied. These include, among others:

In addition to the conditions listed above, BOH Holdings’ obligations to complete the merger is subject to the satisfaction of the following conditions:

In addition to the conditions listed above, Independent’s obligation to complete the merger is subject to the satisfaction of the following conditions:

Additionally, the completion of the merger depends on the execution and/or effectiveness of the following agreements, which agreements will not become effective until the effective time of the merger:

Any condition to the completion of the merger other than the required shareholder and regulatory approval and the absence of an order prohibiting the merger, may be waived in writing by the party to the reorganization agreement entitled to the benefit of such condition. A party to the reorganization agreement could choose to complete the merger even though a condition has not been satisfied, as long as permitted by law. Independent cannot be certain when or if the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Regulatory Approvals Required for the Merger (page 139)

The acquisition of BOH Holdings by Independent requires the approval of the Board of Governors of the Federal Reserve System, or Federal Reserve. In addition, the bank merger requires the approval of the Federal Deposit Insurance Corporation, or the FDIC, and the Texas Department of Banking, or TDB. On January 6, 2014, Independent, Independent Bank, BOH Holdings and Bank of Houston filed applications with the Federal Reserve, the FDIC and the TDB to obtain approval of the merger and the bank merger. Independent expects to obtain all necessary regulatory approvals, although Independent cannot be certain if or when Independent will obtain them.

Amendment or Waiver of the Reorganization Agreement (page 129)

Independent and BOH Holdings may amend the reorganization agreement and each party may waive its right to require the other party to adhere to any term or satisfy any condition of the reorganization agreement in accordance with the terms of the reorganization agreement. However, the merger consideration to be received by the shareholders of BOH Holdings pursuant to the terms of the reorganization agreement may not be decreased after shareholder approval of the reorganization agreement without the further approval each of the BOH Holdings and Independent shareholders.

No Solicitation (page 120)

Pursuant to the reorganization agreement, BOH Holdings agreed that it will not, and that it will cause Bank of Houston and their respective employees, directors, officers, financial advisors or agents of BOH Holdings and Bank of Houston not to, propose to, solicit, knowingly encourage, initiate or participate in any negotiations or discussions with any third party with respect to any proposal that could reasonably be expected to lead to an acquisition proposal as described in the reorganization agreement, disclose to any third party any information concerning the business, properties, books or records of it in connection with any acquisition proposal, or cooperate with any third party to make any acquisition proposal. Promptly upon receipt of any unsolicited offer, BOH Holdings will communicate to Independent the terms of any proposal or request for information and the identity of the parties involved.

Provided that BOH Holdings has complied with the foregoing restrictions, if after the date of the reorganization agreement but prior to the closing of the merger, BOH Holdings receives a bona fide, unsolicited written acquisition proposal, it may engage in negotiations and discussions with, and furnish any information and other access to, any person making such acquisition proposal if, and only if, BOH Holdings’ board of directors determines in good faith, after consultation with outside legal and financial advisors, that such acquisition proposal is, or is reasonably, capable of becoming an offer superior to the merger with Independent and the failure of BOH Holdings’ board of directors to furnish such information or access or enter into such discussions or negotiations would reasonably be expected to be a violation of its fiduciary duties to the shareholders of BOH Holdings and BOH Holdings obtains an appropriately executed confidentiality agreement from such third party.

Termination of the Reorganization Agreement (page 129)

Independent and BOH Holdings can mutually agree at any time to terminate the reorganization agreement without completing the merger. In addition, either Independent or BOH Holdings may decide, without the consent of the other, to terminate the reorganization agreement if:

BOH Holdings may terminate the reorganization agreement, without the consent of Independent, if:

In addition, Independent may terminate the reorganization agreement, without the consent of BOH Holdings, if:

Termination Fee and Expense Reimbursements (page 130)

To compensate Independent for entering into the reorganization agreement, taking actions to consummate the transactions contemplated by the reorganization agreement and incurring the related costs and expenses and other losses and expense, including foregoing the pursuit of other opportunities, the reorganization agreement provides that BOH Holdings has agreed to pay to Independent a termination fee of $5 million, which shall be Independent’s sole remedy, if the reorganization agreement is terminated:

Except with respect to termination fees and expenses, as discussed above, in the event of the termination of the reorganization agreement without breach by any party, the reorganization agreement will be void and have no effect, without liability on the part of any party or the directors, officers or shareholders of any party, except as specifically contemplated in the reorganization agreement.

Some of the Directors and Officers of BOH Holdings Have Financial Interests in the Merger that Differ from Your Interests (page 131)

Some of the directors and officers of BOH Holdings have interests in the merger that differ from, or are in addition to, their interests as shareholders of BOH Holdings. These interests include:

Comparison of Rights of Shareholders of BOH Holdings and Independent (page 292)

BOH Holdings is a Texas corporation that is a registered bank holding company, and the rights of shareholders of BOH Holdings are governed by Texas law and BOH Holdings’ certificate of formation and bylaws. Independent is a Texas corporation that is a registered bank holding company, and the rights of Independent’s shareholders are governed by Texas law and Independent’s certificate of formation and bylaws. Upon completion of the merger, shareholders of BOH Holdings common stock and, by virtue of their conversion into BOH Holdings common stock prior to the merger, BOH Holdings Series D preferred stock will become shareholders of Independent and their rights as shareholders of Independent will be governed by Independent’s

certificate of formation and bylaws, in addition to Texas law. Independent’s certificate of formation and bylaws will not be amended in the merger, but could be later restated, amended or, with respect to the bylaws, repealed.

If Independent does not require BOH Holdings to redeem the BOH Holdings Series C preferred stock prior to the merger, Independent will exchange each share of the BOH Holdings Series C preferred stock for a share of Independent preferred stock that would provide the same rights, preferences, privileges and voting powers, and be subject to the same limitations and restrictions as BOH Holdings Series C preferred stock, taken as a whole, existing immediately prior to the consummation of the merger to the extent agreed to by the U.S. Treasury. The exchange of the BOH Holdings Series C preferred stock for Independent preferred stock is subject to prior review and acceptance by the U.S. Treasury. Independent is discussing the exchange process with the U.S. Treasury and is currently planning to exchange new shares of Independent preferred stock for the BOH Holdings Series C preferred stock. For more information, please see “The Merger—Treatment of BOH Holdings Series C preferred Stock,” beginning on page 90.

Dissenters’ Rights of BOH Holdings Shareholders (page 139)

As a holder of BOH Holdings common stock and/or BOH Holdings Series D preferred stock, you have the right under Texas law to dissent from the merger and have the appraised fair value of your shares of BOH Holdings common stock or BOH Holdings Series D preferred stock as of the date immediately preceding the effective date of the merger paid to you in cash. The appraised fair value may be more or less than the value of the shares of Independent common stock and cash that shareholders of BOH Holdings will receive for their BOH Holdings shares in the merger.

Persons having beneficial interests in BOH Holdings common stock or BOH Holdings Series D preferred stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to take the actions required under Texas law to exercise their dissenter’s rights.

In order to dissent, you must carefully follow the requirements of the TBOC, including providing BOH Holdings, prior to the BOH Holdings special meeting, with a written objection to the merger that states that you will exercise your right to dissent if the BOH Holdings shareholders approve the reorganization agreement and the merger is completed. These steps for perfecting your right of dissent are summarized under the caption “—Dissenters’ Rights of BOH Holdings Shareholders” on page 139. The provisions of the TBOC pertaining to dissenters’ rights are attached to this joint proxy statement/prospectus as Appendix D and the summaries of those provisions in this joint proxy statement/prospectus should be read in conjunction with, and are qualified in their entirety by, those provisions of the TBOC.

If you intend to exercise dissenters’ rights, you should read the provisions of the TBOC governing dissenters’ rights carefully and consult with your own legal counsel. You should also remember that if you return a signed proxy card, but fail to provide instructions as to how your shares of BOH Holdings common stock and/or BOH Holdings Series D preferred stock are to be voted, you will be considered to have voted in favor of the reorganization agreement. In that event, you will not be able to assert dissenters’ rights.

If the BOH Holdings shareholders approve the reorganization agreement, a holder of BOH Holdings common stock or BOH Holdings Series D preferred stock who delivers to the president and the secretary of BOH Holdings a written objection to the merger prior to the BOH Holdings special meeting that states that such holder will exercise his or her right to dissent if the reorganization agreement is approved and the merger is completed and includes an address for notice of the effectiveness of the merger, who votes his or her shares of BOH Holdings common stock and/or BOH Holdings Series D preferred stock against approval of the reorganization agreement at the BOH Holdings special meeting, who, not later than the 20^th day after Independent sends such holder notice that

the merger was completed, delivers to the president and secretary of Independent a written demand for payment of the fair value of his or her shares of BOH Holdings common stock or BOH Holdings Series D preferred stock that states the number and class of shares of BOH Holdings common stock or BOH Holdings Series D preferred stock such holder owns, his or her estimate of the fair value of such shares and an address to which a notice relating to the dissent and appraisal procedures may be sent, and who, not later than the 20^th day after he or she makes that demand for payment, submits to Independent the certificates representing his or her shares of BOH Holdings common stock and/or BOH Holdings Series D preferred stock will be entitled under the TBOC to receive the appraised fair value of his or her shares of BOH Holdings common stock and/or BOH Holdings Series D preferred stock, as of the date immediately prior to the effective time of the merger, in cash under the TBOC.

Nomination of Directors (page 255)

Independent’s board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms. Independent’s board of directors currently has ten (10) members serving on the board, with three vacant seats as a result of the expansion of the Independent board of directors from ten (10) to thirteen (13) members. The expansion of the Independent board, the nomination of the BOH Holdings director nominees named in this joint proxy statement/prospectus to each fill one of the Class I, Class II and Class III positions on the Independent board of directors, whose directorships will only become effective upon consummation of the merger, and the submission of these nominees to the Independent shareholders for election are all obligations of Independent under the terms of the reorganization agreement. See “Management—Election of BOH Holdings Nominees to Fill New Director Seats” beginning on page 255.

Recent Acquisitions (page 153)

On July 19, 2013, Independent entered into a definitive agreement to acquire Collin Bank, Plano, Texas, a Texas state chartered bank with total assets of $173 million, total deposits of $121 million and total equity capital of $26 million as of September 30, 2013. Collin Bank was a full service commercial bank with one office located on the Dallas North Tollway in Plano. This acquisition closed on November 30, 2013 and Collin Bank was then merged with and into Independent Bank. Under the terms of the definitive agreement, Independent paid $18.4 million in cash and issued 247,731 shares of Independent common stock, resulting in an aggregate transaction value of $30.3 million.

On August 22, 2013, Independent entered into a definitive agreement to acquire Live Oak Financial Corp. and its subsidiary, Live Oak State Bank, Dallas, Texas, a Texas state chartered bank with total assets of $127 million, total deposits of $106 million and total equity capital of $14 million as of September 30, 2013. Live Oak State Bank was a full service commercial bank with one office located in the Swiss Avenue/Lakewood area east of downtown Dallas. This acquisition closed effective as of January 1, 2014. Under the terms of the agreement, Independent paid aggregate cash consideration of $10.0 million and issued 235,594 registered shares of Independent common stock, resulting in an aggregate transaction value of approximately $21.7 million.

Recent Developments

On February 11, 2014, Independent announced its results of operations for the fourth quarter and year ended December 31, 2013. Independent had net income of $4.3 million, or $0.35 per diluted share, for the quarter and of $19.8 million (pro forma after-tax net income of $16.2 million), or $1.77 per diluted share (pro forma after-tax earnings of $1.44 per diluted share), for the year. Its net interest income was $20.0 million for the quarter and $74.9 million for 2013, its net interest margin was 4.23% for the quarter and 4.30% for 2013 and its yield on interest-earning assets was 4.84% for the quarter and 5.01% for the year. The non-interest operating expenses of Independent were $15.8 million for the quarter and $57.7 million for the year. Independent had a provision for loan losses of $0.9 million for the quarter and $3.8 million for the year. Its allowance for loan

losses totaled $14.0 million, and total non-performing assets were $10.1 million at December 31, 2013. Independent’s nonperforming assets to total assets ratio was 0.47% at the end of 2013 following the sale of the Adriatica and other real properties in 2013’s fourth quarter. At December 31, 2013, Independent had total loans held for investment, net of allowance for loan losses, of $1.7 billion, total assets of $2.2 billion, total deposits of $1.7 billion, total interest-bearing deposits of $1.4 billion, and total liabilities of $1.9 billion. At December 31, 2013, its Tier 1 common equity was $214.7 million, its Tier 1 common equity to risk-weighted assets ratio was 12.64% and its book value was $18.96 per share. The amounts discussed above do not include the results of operations or assets or liabilities of Live Oak Financial Corp., the acquisition of which was closed on January 1, 2014.

Selected Financial Information of Independent

The following selected historical consolidated financial information of Independent as of and for the nine months ended September 30, 2013 and 2012 has been derived from Independent’s unaudited consolidated financial statements as of and for the nine months ended September 30, 2013 and 2012 appearing elsewhere in this joint proxy statement/prospectus, the following selected consolidated financial information of Independent as of and for the years ended December 31, 2012, 2011 and 2010 has been derived from Independent’s audited consolidated financial statements appearing elsewhere in this joint proxy statement/prospectus, and the selected consolidated financial information as of and for the year ended December 31, 2009, has been derived from Independent’s audited consolidated financial statements not appearing in this joint proxy statement/prospectus.

You should read the following financial information relating to Independent in conjunction with other information contained in this joint proxy statement/prospectus, including the information set forth under “Independent’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 154 and the consolidated financial statements of Independent and related accompanying notes included elsewhere in this joint proxy statement/prospectus. Independent’s historical results for any prior period are not necessarily indicative of results to be expected in any future period, and Independent’s historical results for the nine months ended September 30, 2013 are not necessarily indicative of its results to be expected for all of 2013. As described elsewhere in this joint proxy statement/prospectus, Independent has consummated several acquisitions in recent fiscal periods. The results and other financial information of those acquired operations are not included in the information below for the periods prior to their respective acquisition dates and, therefore, the results for these prior periods are not comparable in all respects and may not be predictive of Independent’s future results. In addition, the selected financial information in the table immediately below does not include, on any basis, the results or financial condition for any period or as of any date of BOH Holdings, Collin Bank, Live Oak Financial or of any other entity the acquisition of which may be consummated by Independent after September 30, 2013.

Selected Financial Information of BOH Holdings

The following selected historical consolidated financial information and capital ratios of BOH Holdings and Bank of Houston disclosed below as of and for the nine months ended September 30, 2013 and 2012 has been derived from BOH Holdings’ unaudited financial statements as of and for the nine months ended September 30, 2013 and 2012, appearing elsewhere in the joint proxy statement/prospectus, which BOH Holdings’ management believes reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations as of and for the periods ended on such dates. The following selected historical consolidated financial information of BOH Holdings and Bank of Houston as of and for the years ended December 31, 2012, 2011, 2010 and 2009 have been derived from internal management reports and from BOH Holdings’ audited consolidated financial statements appearing elsewhere in this joint proxy statement/prospectus. You should read the following financial information relating to BOH Holdings in conjunction with other information contained in this joint proxy statement/prospectus, including the information set forth under “BOH Holdings’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 214, and the consolidated financial statements of BOH Holdings and related accompanying notes included elsewhere in this joint proxy statement/prospectus. BOH Holdings’ historical results for any prior period are not necessarily indicative of results to be expected in any future period, and BOH Holdings’ historical results for the nine months ended September 30, 2013 are not necessarily indicative of its results to be expected for all of 2013.

Selected Unaudited Pro Forma Combined Financial Information

The merger will be accounted for as an acquisition of BOH Holdings and Bank of Houston by Independent and Independent Bank under the acquisition method of accounting in accordance with the Financial Accounting Standard Board’s Accounting Standard Codification Topic 805, “Business Combinations.” The unaudited pro forma combined financial statements of Independent, from which the selected pro forma combined financial information appearing below was derived, were prepared using the acquisition method of accounting. The following selected unaudited pro forma combined financial information is not necessarily indicative of the results that might have occurred had the merger and the acquisitions of Collin Bank and Live Oak Financial Corp. taken place on January 1, 2012 for statement of income purposes and on September 30, 2013 for balance sheet purposes, and is not intended to be a projection of future results. Historical results for any prior period are not necessarily indicative of results to be expected in any future period, and historical results for the nine months ended September 30, 2013, are not necessarily indicative of its results to be expected for all of 2013. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 47 and the factors discussed under the caption “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this joint proxy statement/prospectus.

As described in greater detail on page 153, Independent acquired Collin Bank by merger on November 30, 2013 for cash of $18.4 million and 247,731 shares of Independent common stock and acquired Live Oak Financial Corp. by merger on January 1, 2014 for cash of $10.0 million and 235,594 shares of Independent common stock. As a result of those mergers, the operations of Collin Bank and Live Oak Financial Corp., including its subsidiary, Live Oak State Bank, have been combined with and are now part of Independent’s operations. The shareholders of BOH Holdings and of Independent will vote on whether to approve the merger of BOH Holdings with and into Independent, whose operations now include the operations of Collin Bank and Live Oak Financial Corp. We have prepared the unaudited pro forma consolidated income statements appearing below to present on a pro forma basis the consolidated income statements of Independent assuming that the acquisitions of Collin Bank, Live Oak Financial Corp. and BOH Holdings were all consummated on January 1, 2012, and to provide information with respect to the pro forma consolidated results of operations that Independent would have had for those periods (i) had Independent acquired Collin Bank and Live Oak Financial Corp, on such date rather than on November 30, 2013 and January 1, 2014, respectively, and (ii) had the merger with BOH Holdings been consummated on such date. In preparing the pro forma consolidated income statements presented below, Independent has not included a separate income statement for each of Collin Bank or Live Oak Financial Corp. for the year ended December 31, 2012 and the nine months ended September 30, 2013 or related pro forma adjustments, because Independent believes the separate results of operations of Collin Bank and Live Oak Financial Corp. for those periods are not material information that is necessary for the shareholders of BOH Holdings or Independent to have in order to make an informed decision on how to vote with respect to the merger and would provide no meaningful, additional information to such shareholders. Independent believes such is the case because the acquisitions of Collin Bank and Live Oak Financial Corp. are not, from a financial reporting perspective, significant to Independent, individually or in the aggregate, and also because the operations of Collin Bank and Live Oak Financial Corp. have previously been combined with and are now a part of those of Independent, and, if the merger of Independent and BOH Holdings is consummated, the operations of BOH Holdings will be combined with and become part of Independent’s operations, including the part of Independent’s operations it previously acquired in the acquisitions of Collin Bank and Live Oak Financial Corp. Moreover, no variances from the pro forma consolidated results of operations as reflected in the pro forma consolidated income statements presented below can occur because Independent has completed the acquisitions of Collin Bank and Live Oak Financial Corp.

The following selected unaudited pro forma combined income statement data for the nine months ended September 30, 2013 and the year ended December 31, 2012 appearing below gives effect to (i) the merger as if the merger had been completed on January 1, 2012 and an aggregate of 3,616,060 shares of Independent common stock were issued in the merger, effective as of January 1, 2012 and (ii) the acquisitions of Collin Bank and Live Oak Financial Corp. as if such acquisitions had been completed on January 1, 2012, and an aggregate of 483,325 shares of Independent common stock were issued in such acquisitions effective as of January 1, 2012.

Pro Forma Consolidated Income Statement

(unaudited)