SUMMARY

This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference important business and financial information about IBTX and TCBI into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 201 of this joint proxy statement/prospectus.

The Parties to the Merger (pages 78 and 79)

Independent Bank Group, Inc.

7777 Henneman

Way McKinney, Texas 75070

(972) 562-9004

Independent Bank Group, Inc. is a registered bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), headquartered in McKinney, Texas. IBTX was organized as a Texas corporation on September 20, 2002. Through IBTX’s wholly owned subsidiary, Independent Bank, a Texas state chartered bank, IBTX provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. IBTX operates through its branch banking offices in the Dallas/North Texas area, including McKinney, Dallas, Fort Worth, and Sherman/Denison, the Austin/Central Texas area, including Austin and Waco, the Houston Texas metropolitan area and along Colorado’s Front Range area, including Denver, Boulder, Colorado Springs, Greeley and Fort Collins. As of September 30, 2019, IBTX had consolidated total assets of approximately $15.0 billion, total loans of approximately $11.5 billion, total deposits of approximately $11.7 billion and total stockholders’ equity of approximately $2.3 billion.

IBTX’s principal office is located at 7777 Henneman Way, McKinney, Texas 75070, and its telephone number at that location is (972) 562-9004.

IBTX’s common stock is traded on the NASDAQ under the symbol “IBTX”.

Texas Capital Bancshares, Inc.

2000 McKinney Avenue, Suite 700

Dallas, Texas 75201

(214) 932-6600

Texas Capital Bancshares, Inc. is a leading provider of financial services in Texas, with its headquarters located in Dallas, Texas. TCBI is a bank holding company under the Bank Holding Company Act of 1956, as amended, and a financial holding company under the Gramm-Leach-Bliley Act. As of September 30, 2019, TCBI had total consolidated assets of approximately $33.5 billion, total loans of approximately $24.7 billion, total deposits of approximately $27.4 billion and shareholders’ equity of approximately $2.7 billion.

TCBI conducts its business operations primarily through its bank subsidiary, Texas Capital Bank, National Association (“Texas Capital Bank”), a national banking association under the National Bank Act, and other

non-bank subsidiaries. TCBI was incorporated in the State of Delaware in 1996 and commenced banking operations in December 1998. TCBI serves the needs of commercial businesses and successful professionals and entrepreneurs located in Texas and operates several lines of business serving a regional or national clientele of commercial borrowers. TCBI is primarily a secured lender, with the majority of its loans held for investment, excluding mortgage finance loans and other national lines of business, made to businesses headquartered or with operations in Texas. TCBI’s national lines of business provide specialized lending products to businesses throughout the United States.

TCBI’s principal office is located at 2000 McKinney Avenue Suite 700, Dallas, Texas 75201, and its telephone number at that location is (214) 932-6600.

TCBI’s common stock is traded on the NASDAQ under the symbol “TCBI”.

The Merger and the Merger Agreement (pages 80 and 149)

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

Subject to the terms and conditions of the merger agreement, at the completion of the merger, TCBI will merge with and into IBTX, with IBTX as the surviving corporation in a merger of equals. Following the completion of the merger, Texas Capital Bank, a wholly-owned bank subsidiary of TCBI, will merge with and into Independent Bank, a wholly-owned bank subsidiary of IBTX, with Independent Bank as the surviving bank. Following the merger, TCBI common stock and TCBI series A preferred stock will be delisted from the NASDAQ and deregistered under the Exchange Act and will cease to be publicly traded.

Merger Consideration (page 150)

In the merger, holders of TCBI common stock will receive 1.0311 shares of IBTX common stock for each share of TCBI common stock they hold immediately prior to the effective time. IBTX will not issue any fractional shares of IBTX common stock in the merger. Holders of IBTX common stock who would otherwise be entitled to a fraction of a share of IBTX common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the IBTX closing share value.

IBTX common stock is listed on the NASDAQ under the symbol “IBTX”, and TCBI common stock is listed on the NASDAQ under the symbol “TCBI”. The following table shows the closing sale prices of IBTX common stock and TCBI common stock as reported on the NASDAQ on December 6, 2019, the last full trading day before the public announcement of the merger agreement, and on [     ], 2020, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of TCBI common stock, which was calculated by multiplying the closing price of IBTX common stock on those dates by the exchange ratio of 1.0311.

For more information on the exchange ratio, see the section entitled “The Merger—Terms of the Merger” beginning on page 80 and the section entitled “The Merger Agreement—Merger Consideration” beginning on page 150.

Treatment of TCBI Series A Preferred Stock (page 147)

In the merger, each share of TCBI series A preferred stock issued and outstanding immediately prior to the effective time will be converted into the right to receive one (1) share of IBTX series B preferred stock. The IBTX series B preferred stock will have substantially the same terms as the TCBI series A preferred stock (taking into account that TCBI will not be the surviving entity in the merger and any adjustment to the right of optional redemption by IBTX that is reasonably necessary to obtain Tier 1 Capital treatment from the Federal Reserve Board for such preferred stock). The TCBI series A preferred stock is currently listed on the NASDAQ under the symbol “TCBIP”. The IBTX series B preferred stock is expected to be listed on the NASDAQ upon completion of the merger.

For further information, see the section entitled “The Merger—Treatment of TCBI Series A Preferred Stock” beginning on page 147 and the section entitled “Description of IBTX Series B Preferred Stock” beginning on page 174.

Treatment of TCBI Equity Awards (page 151)

TCBI Stock Appreciation Rights

At the effective time, each outstanding and unexercised TCBI stock appreciation right will, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive the merger consideration in respect of each net share covered by such TCBI stock appreciation right, less applicable tax withholding.

TCBI Restricted Stock Awards

At the effective time, except as otherwise agreed by IBTX and TCBI, each outstanding TCBI restricted stock award will, automatically and without any required action on the part of the holder thereof, immediately and fully vest and be converted into the right to receive the merger consideration, less applicable tax withholding.

TCBI RSUs

At the effective time, except as otherwise agreed by IBTX and TCBI, each outstanding TCBI RSU will, automatically and without any required action on the part of the holder thereof, immediately and fully vest and be converted into the right to receive the merger consideration in respect of the number of shares of TCBI common stock subject to such TCBI RSU immediately prior to the effective time, less applicable tax withholding, provided that any cash-settled TCBI RSU shall be converted into the right to receive an amount in cash equal to the per share cash equivalent consideration in respect of the number of shares of TCBI common stock subject to such TCBI RSU immediately prior to the effective time, less applicable tax withholding.

TCBI PSUs

At the effective time, except as otherwise agreed by IBTX and TCBI, each outstanding TCBI PSU will, automatically and without any required action on the part of the holder thereof, immediately vest and be converted into the right to receive the merger consideration in respect of the number of shares of TCBI common stock subject to such TCBI PSU immediately prior to the effective time determined based on the greater of (i) the

level of actual performance achieved prior to the effective time as reasonably determined by the human resources committee of the board of directors of TCBI using the information available through the latest practicable date prior to the effective time and otherwise consistent with past practice, and (ii) target level performance, less applicable tax withholding, provided that any cash-settled TCBI PSU shall be converted into the right to receive an amount in cash equal to the per share cash equivalent consideration in respect of the number of shares of TCBI common stock subject to such TCBI PSU immediately prior to the effective time (based on the level of achievement of the applicable performance goals set forth above), less applicable tax withholding.

The consideration in respect of each TCBI equity award set forth above will be delivered as soon as reasonably practicable following the closing date of the merger and in no event later than ten (10) business days following the closing date of the merger, provided that, with respect to any TCBI RSU or TCBI PSU that constitutes “deferred compensation” subject to Section 409A of the Code, settlement of such award shall be made on the earliest permissible date that such delivery would not trigger a tax or penalty under Section 409A of the Code.

Treatment of TCBI ESPP (page 152)

The TCBI board of directors (or appropriate committee thereof) will take all necessary actions to ensure that (i) the “offering period” in effect as of the date of the merger agreement under the TCBI ESPP will be the last purchase period under the TCBI ESPP, (ii) no new purchase period will commence after the date of the merger agreement and prior to the effective time, (iii) participation in the TCBI ESPP will be limited to those employees who were participants on the date of the merger agreement, (iv) current participants may not increase their payroll deduction election or purchase elections from those in effect on the date of the merger agreement and (v) effective as of the effective time, the TCBI ESPP will terminate.

Material U.S. Federal Income Tax Consequences of the Merger (page 167)

The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that IBTX and TCBI each receive a legal opinion to the effect that the merger will so qualify. Assuming the receipt and accuracy of these opinions, holders of TCBI common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their TCBI common stock for IBTX common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of IBTX common stock.

You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.

IBTX’s Reasons for the Merger; Recommendation of IBTX’s Board of Directors (page 105)

The IBTX board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of IBTX and its shareholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The IBTX board of directors unanimously recommends that holders of IBTX common stock vote “FOR” the approval of the merger agreement and “FOR” the other proposals presented at the IBTX special meeting. For a more detailed discussion of the IBTX board of directors’ recommendation, see the section entitled “The Merger—IBTX’s Reasons for the Merger; Recommendation of IBTX’s Board of Directors” beginning on page 105.

TCBI’s Reasons for the Merger; Recommendation of TCBI’s Board of Directors (page 86)

The TCBI board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of TCBI and its shareholders and has unanimously approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement. The TCBI board of directors unanimously recommends that holders of TCBI common stock vote “FOR” the approval of the merger agreement and “FOR” the other proposals presented at the TCBI special meeting. For a more detailed discussion of the TCBI board of directors’ recommendation, see the section entitled “The Merger—TCBI’s Reasons for the Merger; Recommendation of TCBI’s Board of Directors” beginning on page 86.

Opinions of IBTX’s Financial Advisors (page 108)

Keefe, Bruyette & Woods, Inc. In connection with the merger, Keefe, Bruyette & Woods, Inc. (“KBW”) delivered a written opinion, dated December 8, 2019, to the IBTX board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to IBTX of the exchange ratio in the proposed merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex D to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the IBTX board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of IBTX to engage in the merger or enter into the merger agreement or constitute a recommendation to the IBTX board of directors in connection with the merger, and it does not constitute a recommendation to any holder of IBTX common stock or any shareholder or stockholder of any other entity as to how to vote in connection with the merger or any other matter.

Piper Sandler & Co. At the December 8, 2019 meeting at which IBTX’s board of directors considered the merger and the merger agreement, Piper Sandler & Co. (“Piper Sandler”) delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on December 8, 2019, to the effect that, as of such date, the exchange ratio was fair to IBTX from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex E to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of IBTX common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger. Piper Sandler’s opinion was directed to the board of directors of IBTX in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of IBTX as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the adoption of the merger agreement and approval of the merger.

Opinions of TCBI’s Financial Advisors (page 88)

Opinion of Jefferies LLC. TCBI has engaged Jefferies LLC, referred to as Jefferies, as a financial advisor to TCBI in connection with the merger (together with the bank merger, referred to as the mergers). As part of this engagement, Jefferies delivered a written opinion, dated December 8, 2019, to the TCBI board of directors as to the fairness, from a financial point of view and as of such date, of the exchange ratio provided for pursuant to the merger agreement. The full text of Jefferies’ opinion, which describes various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex F to this joint proxy statement/prospectus and is incorporated herein by reference. Jefferies’ opinion was provided for the use and benefit of the TCBI board of directors (in its capacity as such) in its evaluation of the exchange ratio from a financial point of view and did not address any other aspect of the

mergers or any other matter. Jefferies’ opinion did not address the relative merits of the mergers or other transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to TCBI, nor did it address the underlying business decision by TCBI to engage in the mergers. Jefferies’ opinion did not constitute a recommendation as to how the TCBI board of directors, and does not constitute a recommendation as to how any securityholder, should vote or act with respect to the mergers or any other matter. The summary of Jefferies’ opinion set forth herein is qualified in its entirety by reference to the full text of Jefferies’ opinion.

Opinion of Goldman Sachs & Co. LLC. At a meeting of the TCBI board of directors, Goldman Sachs & Co. LLC (“Goldman Sachs”) rendered to the TCBI board of directors its oral opinion, subsequently confirmed in Goldman Sachs’ written opinion dated as of December 9, 2019, to the effect that, as of the date of Goldman Sachs’ written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders (other than IBTX and its affiliates) of outstanding shares of TCBI common stock. The full text of the written opinion of Goldman Sachs, dated December 9, 2019, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with the opinion, is attached as Annex G to this joint proxy statement/prospectus. The summary of the Goldman Sachs opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the TCBI board of directors in connection with its consideration of the proposed merger and the opinion does not constitute a recommendation as to how any holder of shares of TCBI common stock should vote with respect to the proposed merger or any other matter. For more information, see “The Merger—Opinions of TCBI’s Financial Advisors—Opinion of Goldman Sachs & Co. LLC” beginning on page 96 and Annex G.

Appraisal or Dissenters’ Rights in the Merger (page 147)

Holders of IBTX common stock are not entitled to appraisal or dissenters’ rights under the TBOC and holders of TCBI common stock are not entitled to appraisal or dissenters’ rights under the DGCL. For more information, see the section entitled “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 147.

Interests of IBTX’s Directors and Executive Officers in the Merger (page 128)

In considering the recommendation of the IBTX board of directors to vote for the IBTX merger proposal, holders of IBTX common stock should be aware that the directors and executive officers of IBTX may have interests in the merger that are different from, or in addition to, the interests of holders of IBTX common stock generally and that may create potential conflicts of interest. The IBTX board of directors was aware of these interests and considered them, among other matters, in making its recommendation that IBTX shareholders vote to approve the IBTX merger proposal.

These interests include:

The IBTX board of directors was aware of and considered these respective interests when deciding to adopt and approve the merger agreement. For more information, see the section entitled “The Merger—Interests of IBTX’s Directors and Executive Officers in the Merger” beginning on page 128.

Interests of TCBI’s Directors and Executive Officers in the Merger (page 134)

In considering the recommendation of the TCBI board of directors to vote for the TCBI merger proposal, holders of TCBI common stock should be aware that the directors and executive officers of TCBI may have interests in the merger that are different from, or in addition to, the interests of holders of TCBI common stock generally and that may create potential conflicts of interest. The TCBI board of directors was aware of these interests and considered them, among other matters, in making its recommendation that TCBI shareholders vote to approve the TCBI merger proposal.

These interests include:

The TCBI board of directors was aware of and considered these respective interests when deciding to adopt the merger agreement. For more information, see the section entitled “The Merger—Interests of TCBI’s Directors and Executive Officers in the Merger” beginning on page 134.

Governance of the Combined Company After the Merger (page 142)

Certificate Amendment

In connection with the merger, IBTX’s certificate of formation will be amended to increase the number of authorized shares of IBTX common stock from one hundred million shares to two hundred million shares and the number of authorized shares of IBTX preferred stock from ten million shares to twenty million shares. A copy of the IBTX certificate amendment is attached to this joint proxy statement/prospectus as Annex C.

The certificate of formation of IBTX as in effect immediately prior to the effective time, as amended as described above, will be the certificate of formation of the combined company, until thereafter amended in accordance with applicable law.

Bylaws

Prior to closing, the IBTX board of directors will take all actions necessary to cause the bylaws of IBTX to be amended as set forth in Exhibit B to the merger agreement (such amendment, the “IBTX bylaw amendment”), and as so amended, effective upon the completion of the merger, the bylaws of IBTX will be the bylaws of the combined company, until thereafter amended as provided therein or in accordance with applicable law. The bylaws of IBTX as amended pursuant to the merger agreement implement certain governance matters for the combined company following completion of the merger.

Board of Directors

The board of directors of the combined company and the combined bank as of the effective time will have thirteen (13) members, consisting of:

The IBTX bylaw amendment provides that from and after the effective time and until the third anniversary of the effective time, the number of directors that comprises the entire board of directors of the combined company and the combined bank will be thirteen (13) and no vacancy on the board of directors of the combined company or the combined bank created by the cessation of service of a director will be filled by the applicable board of directors, and the applicable board of directors will not nominate any individual to fill such vacancy unless (1) such individual would be an independent director of the combined company or the combined bank, as applicable (unless such predecessor director was not an independent director), (2) in the case of a vacancy created by the cessation of service of a continuing IBTX director, not less than a majority of the continuing IBTX directors then in office have approved the appointment or nomination (as applicable) to fill such vacancy, in which case the continuing TCBI directors will vote to approve the appointment or nomination (as applicable) of such individual, and (3) in the case of a vacancy created by the cessation of service of a continuing TCBI

director, not less than a majority of the continuing TCBI directors then in office have approved the appointment or nomination (as applicable) to fill such vacancy, in which case the continuing IBTX directors will vote to approve the appointment or nomination (as applicable) of such individual; provided that any such appointment or nomination pursuant to (2) or (3) will be made in accordance with applicable law and the rules of the NASDAQ (or other national securities exchange on which the combined company’s securities are listed). The “continuing IBTX directors” and the “continuing TCBI directors” means, respectively, the directors of IBTX and TCBI who were selected to be directors of the combined company and the combined bank by IBTX or TCBI, as the case may be, as of the effective time, pursuant to the merger agreement, and any directors of the combined company or the combined bank, as applicable, who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of a continuing IBTX director or continuing TCBI director, respectively, pursuant to the IBTX bylaw amendment as described above.

As of the date of this joint proxy statement/prospectus, IBTX currently has ten (10) members on its board of directors, following the resignation of Mark Gormley on January 20, 2020. Mr. Gormley’s resignation was not the result of a disagreement between IBTX or its management and Mr. Gormley relating to IBTX’s operations, policies or practices.

From and after the effective time and until the third anniversary of the effective time, any amendment, modification or repeal of the bylaw provisions implementing the arrangements described above and below or the adoption of any inconsistent bylaw provision (and any proposal or recommendation of such amendment, modification or repeal, or any corresponding modification, amendment, repeal or inconsistent provision of the combined company’s other constituent documents, by the board of directors of the combined company for approval by the shareholders of the combined company) will require the affirmative vote of at least seventy-five percent (75%) of the full board of directors of the combined company.

Effective as of the effective time, the six (6) continuing IBTX directors, on the one hand, and the seven (7) continuing TCBI directors, on the other hand, will be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the board of directors of the combined company such that each class of the board of directors will consist of two (2) continuing IBTX directors and at least two (2) continuing TCBI directors, provided that Mr. Brooks and Mr. Helm shall each be in the same class of the board of directors of the combined company.

Committees of the Board of Directors of the Combined Company

The IBTX bylaw amendment provides that from and after the effective time and until the third anniversary of the effective time, (1) the board of directors of the combined company will have four standing committees: an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and a Risk Committee; (2) the chairperson of each of the Audit Committee and the Risk Committee shall be designated from among the continuing TCBI directors, the chairperson of each of the Compensation Committee and the Corporate Governance and Nominating Committee shall be designated from among the continuing IBTX directors; and (3) the membership of the committees will be, as practicably as possible, evenly split between the continuing IBTX directors and the continuing TCBI directors.

Chairman, President and Chief Executive Officer, Lead Independent Director and Special Advisor

Effective as of the effective time, Mr. Brooks will continue to serve as Chairman, President and Chief Executive Officer of the combined company and the combined bank, Mr. Helm will serve as lead independent director of the board of the directors of the combined company and C. Keith Cargill will serve as Special Advisor to the Chairman, President and Chief Executive Officer of the combined company and the combined bank.

Prior to the third anniversary of the effective time, the removal of Mr. Brooks from, or the failure to appoint or re-elect Mr. Brooks to, his position as Chairman or President and Chief Executive Officer of the combined company or the combined bank, the removal of Mr. Helm from, or the failure to appoint or re-elect Mr. Helm to, his position as lead independent director of the board of directors of the combined company or any determination not to nominate Mr. Brooks or Mr. Helm as a director of the combined company or the combined bank, in each case, shall each require the affirmative vote of at least seventy-five percent (75%) of the full board of directors of the combined company.

Headquarters and Name After the Merger

Effective as of and from the effective time, the corporate headquarters of the combined company and the combined bank will be located in McKinney, Texas. Effective as of and from the effective time, the name of the combined company will be “Independent Bank Group, Inc.”, the name of the combined bank will be “Texas Capital Bank”, the combined bank will be operated under the name “Independent Financial” in Colorado and the combined bank will be operated under the name “Texas Capital Bank” in Texas.

Regulatory Approvals (page 145)

Subject to the terms of the merger agreement, IBTX and TCBI have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. These approvals include, among others, the approval of the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Texas Department of Banking (the “TDOB”).

Although neither IBTX nor TCBI knows of any reason why it cannot obtain these regulatory approvals in a timely manner, IBTX and TCBI cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.

Expected Timing of the Merger

IBTX and TCBI expect the merger to close in mid-2020. However, neither IBTX nor TCBI can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. IBTX and TCBI must first obtain the approval of holders of IBTX common stock and holders of TCBI common stock for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

Conditions to Completion of the Merger (page 163)

As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

Termination of the Merger Agreement (page 163)

The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the requisite IBTX shareholder vote or the requisite TCBI shareholder vote, in the following circumstances:

Termination Fee (page 165)

If the merger agreement is terminated by either IBTX or TCBI under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation by TCBI or IBTX or their respective boards, TCBI or IBTX may be required to pay a termination fee to the other party equal to $115 million.

Voting Agreement (page 166)

Mr. Vincent J. Viola, who is the largest shareholder of IBTX and the father of Mr. Michael T. Viola, a director of IBTX, has entered into a voting agreement with TCBI, solely in his capacity as a shareholder of IBTX, pursuant to which he has agreed, among other things, to vote in favor of the IBTX merger proposal and the IBTX adjournment proposal, as well as certain other customary restrictions with respect to the voting of his shares of IBTX common stock. As of the record date for the IBTX special meeting, Mr. Vincent J. Viola owned and was entitled to vote approximately [    ] shares of IBTX common stock, representing approximately [    ] percent ([    ]%) of the shares of IBTX common stock outstanding on that date.

Accounting Treatment (page 144)

IBTX and TCBI each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The merger will be accounted for as a reverse acquisition using the acquisition method of accounting, with IBTX treated as the legal acquirer and TCBI treated as the accounting acquirer for financial reporting purposes.

The Rights of Holders of TCBI Common Stock Will Change as a Result of the Merger (page 182)

The rights of holders of TCBI common stock are governed by Delaware law and by the certificate of incorporation and bylaws of TCBI. In the merger, holders of TCBI common stock will become holders of common stock of the combined company, and their rights will be governed by Texas law and the certificate of formation of IBTX as amended by the IBTX certificate amendment and the bylaws of IBTX as amended by the IBTX bylaw amendment. Holders of TCBI common stock will have different rights once they become holders of common stock of the combined company due to differences between the TCBI governing documents and Delaware law, on the one hand, and the IBTX governing documents and Texas law, on the other hand. These differences are described in more detail under the section entitled “Comparison of Shareholders’ Rights” beginning on page 182.

Listing of IBTX Common Stock and IBTX Series B Preferred Stock; Delisting and Deregistration of TCBI Common Stock and TCBI Series A Preferred Stock (page 147)

The shares of IBTX common stock and IBTX series B preferred stock to be issued in the merger will be listed for trading on the NASDAQ. Following the merger, shares of IBTX common stock will continue to be listed on the NASDAQ. In addition, following the merger, TCBI common stock and TCBI series A preferred stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

The IBTX Special Meeting (page 63)

The IBTX special meeting will be held at [    ] on [    ], 2020, at [    ], local time. At the IBTX special meeting, holders of IBTX common stock will be asked to vote on the following matters:

You may vote at the IBTX special meeting if you owned shares of IBTX common stock at the close of business on [    ], 2020. On that date, there were [    ] shares of IBTX common stock outstanding, approximately [    ] percent ([    ]%) of which were owned and entitled to be voted by IBTX directors and executive officers and their affiliates. In addition, Mr. Vincent J. Viola, who is the largest shareholder of IBTX and the father of Mr. Michael T. Viola, a director of IBTX, owned and was entitled to vote approximately [    ] shares of IBTX common stock as of the close of business on the record date for the IBTX special meeting. Mr. Vincent J. Viola has entered into a voting agreement with TCBI, solely in his capacity as a shareholder of IBTX, pursuant to which he has agreed, among other things, to vote in favor of the IBTX merger proposal and the IBTX adjournment proposal, as well as certain other customary restrictions with respect to the voting of his shares of IBTX common stock. We currently expect that IBTX’s directors and executive officers will vote their shares in favor of the merger agreement and the other proposals to be considered at the IBTX special meeting, although none of them has entered into any agreements obligating them to do so.

The IBTX merger proposal and the IBTX authorized share count proposal will each be approved if at least two-thirds of the holders of the outstanding shares of IBTX common stock entitled to vote on such proposal are voted in favor of such proposal. The IBTX compensation proposal and the IBTX adjournment proposal will each be approved if a majority of the votes cast by the holders of IBTX common stock entitled to vote on such proposal, present in person or represented by proxy at the IBTX special meeting, are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the IBTX special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the IBTX merger proposal or the IBTX authorized share count proposal, it will have the same effect as a vote “AGAINST” the IBTX merger proposal or the IBTX authorized share count proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the IBTX special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the IBTX compensation proposal or the IBTX adjournment proposal, you will not be deemed to have cast a vote with respect to the IBTX compensation proposal or the IBTX adjournment proposal and it will have no effect on the IBTX compensation proposal or the IBTX adjournment proposal.

The TCBI Special Meeting (page 71)

The TCBI special meeting will be held at [    ] on [    ], 2020, at [    ], local time. At the TCBI special meeting, holders of TCBI common stock will be asked to vote on the following matters:

You may vote at the TCBI special meeting if you owned shares of TCBI common stock at the close of business on [    ], 2020. On that date, there were [    ] shares of TCBI common stock outstanding, less than one percent (1%) of which were owned and entitled to be voted by TCBI directors and executive officers and their affiliates. We currently expect that TCBI’s directors and executive officers will vote their shares in favor of the merger agreement and the other proposals to be considered at the TCBI special meeting, although none of them has entered into any agreements obligating them to do so.

The TCBI merger proposal will be approved if a majority of the outstanding shares of TCBI common stock entitled to vote on such proposal are voted in favor of such proposal. The TCBI compensation proposal and the TCBI adjournment proposal will each be approved if the holders of a majority of the shares of TCBI common stock entitled to vote, represented in person or by proxy at the TCBI special meeting, are voted in favor of such proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the TCBI special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the TCBI merger proposal, it will have the same effect as a vote “AGAINST” the TCBI merger proposal. If you mark “ABSTAIN” on your proxy with respect to the TCBI compensation proposal or the TCBI adjournment proposal, it will have the same effect as a vote “AGAINST” the TCBI compensation proposal or the TCBI adjournment proposal, and if you fail to submit a proxy or vote in person at the TCBI special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the TCBI compensation proposal or the TCBI adjournment proposal, your shares will not be deemed to be represented at the TCBI special meeting and it will have no effect on the TCBI compensation proposal or the TCBI adjournment proposal.

Risk Factors (page 55)

In evaluating the merger agreement and the merger, including the issuance of shares of IBTX common stock in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 55 and in IBTX’s and TCBI’s respective Annual Reports on Form 10-K for the year ended December 31, 2018 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 201 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.