IBTX Independent Bank Group Inc

As filed with the Securities and Exchange Commission on November 30, 2023

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INDEPENDENT BANK GROUP, INC.

(Exact name of registrant as specified in its charter)

Independent Financial 401(k) Profit Sharing Plan

(Full title of the plan)

Mr. David R. Brooks

Chairman and Chief Executive Officer

Independent Bank Group, Inc.

7777 Henneman Way

McKinney, Texas 75070

(972) 562-9004

(Name and address of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

EXPLANATORY NOTE

Independent Bank Group, Inc. (the “Company” or “Independent”) is filing this Registration Statement on Form S-8 to register 300,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the Independent Financial 401(k) Profit Sharing Plan (the “Plan”). Participants in the Plan may direct that certain portions of their salary deferrals and Company matching contributions be allocated to the purchase of Common Stock. These shares of Common Stock will be purchased by the Company, as the Plan’s administrator, on the open market for the benefit of and for credit to the accounts of participants in the Plan who elect to use the designated portion of their salary deferrals and Company matching contributions credited to their Plan accounts to purchase shares of the Common Stock. The Company is also registering hereby an indeterminate amount of interests in the Plan.

The prospectus relating to the Registration Statement does not contain all of the information included in the Registration Statement, certain items of which are contained in schedules and exhibits to the Registration Statement, as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC” or the “Commission”). Statements contained in the prospectus as to the contents of any agreement, instrument or other document referred to herein are not necessarily complete. With respect to each such agreement, instrument or other document filed as an exhibit to the Registration Statement, we refer you to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by this reference.

TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I, and the Explanatory Note to Part I of Form S-8 will be delivered to each of the participants in the Plan eligible to acquire shares of Common Stock pursuant to the Plan in accordance with Form S-8 and Rule 428 under the Securities Act of 1933, as amended (“Securities Act”), and those documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a Prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) Prospectus) and other documents required to be delivered to employees of the Company eligible to participate in the Plan pursuant to Rule 428(b) are available without charge by contacting:

Paul Langdale,

Executive Vice President, Chief Financial Officer

Independent Bank Group, Inc.

7777 Henneman Way, McKinney, Texas 75070

(972) 562-9004

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the registrant (Commission File No. 001-35854) with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), are incorporated in this registration statement by reference:

(a) our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 21, 2023, and, with respect to Part III thereof, as updated by the information contained in our definitive Proxy Statement on  Schedule 14A, filed with the SEC on April 7, 2023;

(b) our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 filed with the SEC on April  25, 2023, July  25, 2023 and October 24, 2023, respectively;

(c) our Current Reports on Form 8-K, filed with the SEC on January  24, 2023, February  27, 2023, February  28, 2023, April  25, 2023, May  22, 2023, July  25, 2023 and October 24, 2023; and

(d) The description of the Company’s Common Stock contained in the Registration Statement on Form 8-A (File No. 001-35854) filed on April 2, 2013, including any amendments or reports filed for the purpose of updating such description and specifically including Exhibit 4.14 to the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, or any document forming any part of the Section 10(a) prospectus to be delivered to participants in connection herewith, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article VI of Independent’s Amended and Restated Certificate of Formation, as amended (“Certificate of Formation”) and Article VI of Independent’s Sixth Amended and Restated Bylaws (“Bylaws”) provide that Independent shall indemnify any person made a party to or involved in any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director or officer of Independent or is or was serving at the request of Independent as a director or officer of another foreign or domestic association, corporation, partnership, joint venture, trust or other entity, or employee benefit plan (whether such action, suit or proceeding is based in whole or in part on the sole or contributory gross or ordinary negligence of such person or otherwise).

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Article VII of Independent’s Certificate of Formation provides that a director of Independent shall not be liable to Independent or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, subject to certain limitations.

In Article VI of Independent’s Certificate of Formation and Article VI of Independent’s Bylaws, Independent makes mandatory for directors and officers the indemnification provided for in Section 8.101 of the Texas Business Organizations Code (“TBOC”), which provides that, subject to certain limitations, a corporation may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 of the TBOC if it is determined in accordance with Section 8.103 of the TBOC that:

(1) the person:

(A) acted in good faith;

(B) reasonably believed:

(i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the corporation’s best interests; and

(ii) in any other case, that the person’s conduct was not opposed to the corporation’s best interests; and

(C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful.

(2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and

(3) indemnification should be paid.

Independent has entered into indemnification agreements with the members of its board of directors (each an “indemnitee”). Each indemnification agreement requires Independent to indemnify each indemnitee to the fullest extent permitted by the TBOC and any successor statute thereto when such successor statute becomes applicable to Independent. Independent will also, among other things, make the indemnitee whole for costs in any action to establish indemnitee’s right to indemnification, whether or not wholly successful.

Independent also maintains directors’ and officers’ liability insurance.

The Certificate of Formation and Bylaws of the registrant were previously filed with the SEC and are incorporated by reference into the registration statement.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

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Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McKinney, State of Texas, on November 30, 2023.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David R. Brooks, Daniel W. Brooks and Paul B. Langdale, and each of them, his or her true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacity, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any registration statement related to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McKinney, State of Texas, on November 30, 2023.

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Exhibit 5.1

November 30, 2023

Independent Bank Group, Inc.

7777 Henneman Way

McKinney, TX 75070

RE: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Independent Bank Group, Inc., a Texas corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof. The Registration Statement relates to the registration under the Securities Act of offers and sales of up to 300,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”) issuable or issued pursuant to the Company’s 401(k) Profit Sharing Plan (the “401(k) Plan”). We have been requested by the Company to render this opinion letter with respect to the legality of the Shares being registered under the Registration Statement.

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8, which incorporate the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion expressed below, we have acted as counsel for the Company and have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of (i) the Registration Statement and the exhibits thereto, (ii) the Amended and Restated Certificate of Formation of the Company, filed as Exhibit 4.1 to the Registration Statement as amended to date, (iii) the Sixth Amended and Restated Bylaws of the Company, filed as Exhibit 4.6 to the Registration Statement, (iv) the 401(k) Plan, and (v) such corporate records, agreements, documents and instruments of the Company, certificates of public officials, certificates of officers of the Company, resolutions of the Company’s board of directors (the “Board of Directors”) and committees thereof, and such other records, agreements, documents, certificates and instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have deemed relevant and necessary as a basis for the opinion expressed below. In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons who have executed any of the documents reviewed by us, and the conformity with the original documents of any copies thereof submitted to us for our examination. We have also assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the 401(k) Plan that would expand, modify or otherwise affect the terms of the 401(k) Plan or the respective rights or obligations of the participants thereunder. We have further assumed that the Registration Statement will be effective and will comply with all applicable laws at the time the Shares are offered or issued as contemplated by the Registration Statement and that all Shares will be sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement.

KATTEN MUCHIN ROSENMAN LLP

CENTURY CITY CHARLOTTE CHICAGO DALLAS LOS ANGELES

NEW YORK ORANGE COUNTY SHANGHAI WASHINGTON, DC

A limited liability partnership including professional corporations

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

Independent Bank Group, Inc.

November 30, 2023

Page 2

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that with respect to the Shares, when (i) the Registration Statement has been filed with the Commission and has become effective under the Securities Act, (ii) the Board of Directors or its authorized committee or delegee has taken all necessary corporate action to authorize and approve the issuances or sale of the Shares, (iii) the Shares have been issued or sold in accordance with the terms set forth in the 401(k) Plan and pursuant to the agreements that accompany the 401(k) Plan under which the right to acquire the Shares is granted, and (iv) the payment or other delivery of consideration for the Shares required pursuant to the terms of the 401(k) Plan has occurred, then upon issuance or sale and delivery of the Shares pursuant to the terms of the 401(k) Plan and in the manner contemplated by the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.

The foregoing opinion is limited solely to the general corporation law of the State of Texas and the applicable federal laws of the United States of America, and we do not express any opinion herein with respect to the laws of any other jurisdiction. The opinions expressed above are rendered as of the date hereof, and we assume no obligation to update or supplement any of those opinions if any applicable laws change after the date hereof. In addition, we express no opinions other than as expressly set forth herein, and no opinion may be inferred or implied beyond that expressly stated herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. We further consent to the incorporation by reference of this opinion letter and consent into any post-effective amendment to the Registration Statement filed pursuant to the Securities Act. In giving such consents, we do not thereby admit that we are a party whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion letter is to be used only in connection with the offer and sale of the Shares while the Registration Statement is effective.

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Independent Bank Group, Inc. of our reports dated February 21, 2023, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Independent Bank Group, Inc., appearing in the Annual Report on Form 10-K of Independent Bank Group, Inc. for the year ended December 31, 2022.

/s/ RSM US LLP

Dallas, Texas

November 30, 2023

Exhibit 107

Calculation of Filing Fee Table Form S-8

(Form Type)

Independent Bank Group, Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1 — Newly Registered Securities

1

Table 2: Fee Offset Claims and Sources

2