QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are some questions that you may have regarding the Agreement and Plan of Reorganization, or the reorganization agreement, dated as of June 2, 2014, by and between Independent Bank Group, Inc., or Independent, and Houston City Bancshares, Inc., or Houston City Bancshares, and the special meeting, and brief answers to those questions. Independent and Houston City Bancshares advise you to read carefully the remainder of this 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 meeting. Additional important information is also referred to under the caption “Where You Can Find More Information” beginning on page 104.

No other business may be conducted at the special meeting.

If the average sales price is less than 90% of $47.1770, or $42.4593, Independent may in its sole discretion elect to: (a) increase the per share cash consideration from $30.44 to an amount up to $43.48, subject to the tangible book value adjustment; and (b) reduce the per share stock consideration to a number of shares of Independent common stock equal to the quotient of (x) the difference between $86.96 and the increased amount of the per share cash consideration; divided by (y) the average sales price.

The amount of aggregate cash consideration will be reduced if Houston City Bancshares’ tangible book value, as calculated pursuant to the reorganization agreement, is less than $24,000,000 as of the closing date. If, as of the closing date, Houston City Bancshares’ tangible book value is less than $24,000,000, the aggregate cash consideration will be reduced by an amount equal to $24,000,000 minus Houston City Bancshares’ tangible book value as of the closing date. In the event of such reduction, the per share cash consideration would be reduced by an amount equal to the quotient of (i) the amount of such reduction, divided by (ii) the number of Houston City Bancshares shares outstanding on the closing date.

If the tangible book value, which was $27.33 million at June 30, 2014, is $7.2 million or less on the closing date, and if the transaction still received bank regulatory approval and was consummated, holders of Houston City Bancshares common stock would not receive any cash consideration, but only $56.52 of shares of Independent common stock. See “Proposal to Approve the Reorganization Agreement—Terms of the Merger” for details of the potential adjustment and an estimate of the tangible book value of Houston City Bancshares on the closing date.

If the Houston City Bancshares’ tangible book value is greater than $24,000,000 on the fifth business day prior to the closing date, or the calculation date, then on the day prior to the closing date, Houston City Bancshares may distribute to its shareholders an amount equal to the difference between the actual amount of tangible book value on the calculation date minus $24,000,000.

Houston City Bancshares’ tangible book value as calculated pursuant to the reorganization agreement was approximately $27.33 million as of June 30, 2014. Tangible book value will increase or decrease by the amount of net income or net loss, respectively, of Houston City Bancshares through the closing date. However, all costs and expenses of Houston City Bancshares and Houston Community Bank related to the merger will be included as a deduction in the calculation of tangible book value. For more detail about how Houston City Bancshares’ tangible book value will be calculated pursuant to the reorganization agreement, see the section entitled “Proposal to Approve the Reorganization Agreement—Terms of the Merger” beginning on page 42.

Houston City Bancshares’ tangible book value, as calculated pursuant to the reorganization agreement, was approximately $27.33 million as of June 30, 2014.

Tangible book value will increase or decrease by the amount of net income or net loss, respectively, of Houston City Bancshares through the closing date. However, all costs and expenses of Houston City Bancshares and Houston Community Bank related to the merger will be included as a deduction in the calculation of tangible book value. For more detail about how Houston City Bancshares’ tangible book value will be calculated pursuant to the reorganization agreement, see the section entitled “Proposal to Approve the Reorganization Agreement—Terms of the Merger” beginning on page 42. Management of Houston City Bancshares estimates net income (before costs and expenses of the merger) of approximately $1.52 million from July 1, 2014, through October 31, 2014 (the estimated closing date), and aggregate merger-related deductions to tangible book value of approximately $1.92 million. If these assumptions are correct, the amount of Houston City Bancshares’ tangible book value, as calculated pursuant to the reorganization agreement, would be approximately $26.93 million on the closing date. This amount is only an estimate and is based upon several assumptions, many of which are beyond the control of Houston City Bancshares. Accordingly, the actual amount of Houston City Bancshares’ tangible book value may vary from this estimated amount.

Item 1—FOR the approval of the reorganization agreement and the merger; and

Item 2—FOR the adjournment of the special meeting if the board of directors of Houston City Bancshares determines it is necessary to permit further solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to constitute a quorum or to approve the reorganization agreement.

If you are a record holder, you may vote by proxy or you may attend the special meeting and vote in person. If you are a record holder on the record date for the special meeting and want to vote your shares by proxy, simply indicate on the proxy card(s) applicable to your shares of Houston City Bancshares common stock how you want to vote and sign, date and mail your proxy card(s) in the enclosed pre-addressed postage-paid envelope as soon as possible, but in any event by such time that your proxy card may be received prior to the vote at the special meeting.

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

Voting your shares by proxy will enable your shares of Houston City Bancshares common stock to be represented and voted at the special meeting if you do not attend the special meeting and vote your shares in person.

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.

SUMMARY

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. Independent urges you to carefully read this entire document and the other information that Independent refers to in this document. 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 104. Independent has included page references in this summary to direct you to other places in this 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 35 full-service banking centers in three regions in Texas, Dallas/North Texas, Austin/Central Texas, and Houston. As of March 31, 2014, on a consolidated basis, Independent had total assets of $2.4 billion, total loans of $1.9 billion, total deposits of $1.9 billion and shareholders’ equity of $253 million.

Houston City Bancshares, Inc.

11390 Veterans Memorial Drive

Houston, Texas 77067

(281) 537-7200

Houston City Bancshares, a Texas corporation, is a bank holding company registered under the BHC Act. Houston Community Bank, a national bank, is an indirect, wholly owned subsidiary bank of Houston City Bancshares. Houston Community Bank is a full service commercial bank with six branches located in the Houston, Texas metropolitan area. As of March 31, 2014, Houston City Bancshares had, on a consolidated bases, total assets of $323 million, total deposits of $296 million, total net loans of $199.6 million and total shareholders’ equity of $26.6 million.

Proposed Merger

Independent has attached the reorganization agreement to this document as Appendix A. Please read the entire reorganization agreement, including the related agreement and plan of merger, attached thereto as Exhibit A. They are the legal documents that govern the merger.

Independent proposes to merge IBGHCB Acquisition Corporation, or IBGHCB, a wholly owned subsidiary of Independent, with and into Houston City Bancshares. Houston City Bancshares will be the surviving entity in the initial merger. Immediately following completion of the initial merger, Houston City Bancshares will merge with and into Independent, with Independent continuing as the surviving entity. Houston City Bancshares will cease to exist after the subsequent merger occurs. Immediately following the subsequent merger of Houston City Bancshares with and into Independent, Houston Community Bank will be merged with and into Independent Bank, with Independent Bank being the surviving bank. Houston Community Bank will cease to exist after the bank merger occurs. The existing locations of Houston Community Bank will become banking centers of

Independent Bank. Independent expects to complete the merger in the fourth quarter of 2014, although delays could occur. The merger will be accounted for as an acquisition of Houston City Bancshares and Houston Community Bank by Independent and Independent Bank under the acquisition method of accounting in accordance with Financial Accounting Standard Board’s Accounting Standard Codification Topic 805, “Business Combinations.”

Terms of the Merger (page 42)

If Houston City Bancshares shareholders approve the reorganization agreement and the merger is completed, holders of Houston City Bancshares common stock would receive a cash amount equal to $30.44, or the per share cash consideration, subject to a potential downward adjustment based upon the tangible book value of Houston City Bancshares on the closing date, and a number of shares of Independent common stock, or the per share stock consideration, equal to the quotient of (i) $56.52, divided by (ii) the average, determined to one-one hundredth of one cent, of the volume weighted sale price per share of Independent common stock on NASDAQ Global Select Market System for the ten (10) consecutive trading days ending on and including the third trading day preceding the closing date, as reported by Bloomberg, or the average sales price. Based on the closing price of Independent common stock on July 31, 2014 of $48.01 and assuming that the tangible book value of Houston City Bancshares is at least $24,000,000 on the closing date, upon completion of the merger, holders of Houston City Bancshares common stock would receive approximately 1.1773 shares of Independent common stock plus $30.44 in cash for each share of Houston City Bancshares common stock that they own.

If the average sales price is less than 90% of $47.1770, or $42.4593, Independent may in its sole discretion elect to: (a) increase the per share cash consideration from $30.44 to an amount up to $43.48, subject to the tangible book value adjustment; and (b) reduce the per share stock consideration to a number of shares of Independent common stock equal to the quotient of (x) the difference between $86.96 and the increased amount of the per share cash consideration; divided by (y) the average sales price.

The amount of aggregate cash consideration will be reduced if Houston City Bancshares’ tangible book value, as calculated pursuant to the reorganization agreement, is less than $24,000,000 as of the closing date. If, as of the closing date, Houston City Bancshares’ tangible book value is less than $24,000,000, the aggregate cash consideration will be reduced by an amount equal to $24,000,000 minus Houston City Bancshares’ tangible book value as of the closing date. In the event of such reduction, the per share cash consideration would be reduced by an amount equal to the quotient of (i) the amount of such reduction, divided by (ii) the number of Houston City Bancshares shares outstanding on the closing date.

If the tangible book value, which was $27.33 million at June 30, 2014, is $7.2 million or less on the closing date, and if the transaction still received bank regulatory approval and was consummated, holders of Houston City Bancshares common stock would not receive any cash consideration, but only $56.52 of shares of Independent common stock. See “Proposal to Approve the Reorganization Agreement—Terms of the Merger” for details of the potential adjustment and an estimate of the tangible book value of Houston City Bancshares on the closing date.

If the Houston City Bancshares’ tangible book value is greater than $24,000,000 on the calculation date, then on the day prior to the closing date, Houston City Bancshares may distribute to its shareholders an amount equal to the difference between the actual amount of tangible book value on the calculation date minus $24,000,000.

Houston City Bancshares’ tangible book value as calculated pursuant to the reorganization agreement was approximately $27.33 million as of June 30, 2014. Tangible book value will increase or decrease by the amount of net income or net loss, respectively, of Houston City Bancshares through the closing date. However, all costs and expenses of Houston City Bancshares and Houston Community Bank related to the merger will be included

as a deduction in the calculation of tangible book value. For more detail about how Houston City Bancshares’ tangible book value will be calculated pursuant to the reorganization agreement, see the section entitled “Proposal to Approve the Reorganization Agreement—Terms of the Merger” beginning on page 42.

Fractional shares of Independent common stock will be paid in cash, without interest. The market price of Independent common stock will fluctuate from the date of this proxy statement/prospectus through the third trading date prior to the effective date of the merger, which is the date on which the per share stock consideration is determined for the merger. Because of the possibility of the tangible book value adjustment to the amount of the per share cash consideration and the fluctuation of the market price of Independent common stock that will comprise the per share stock consideration, you will not know the exact amount of cash or the exact number of shares of Independent common stock you will receive in connection with the merger when you vote on the reorganization agreement. However, the value of the stock consideration will be $56.52 worth of Independent common stock, with fractional shares being added to the initial $30.44 worth of cash consideration, assuming there are no tangible book value adjustment, as described above.

Material U.S. Federal Income Tax Consequences of the Independent Merger (page 75)

The Independent 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 Houston City Bancshares of an opinion from Harris Law Firm, PC, counsel to Houston City Bancshares, to the effect that the Independent merger so qualifies. This summary of U.S. federal income tax consequences assumes that the Independent merger will be consummated as described in the reorganization agreement and this proxy statement/prospectus and that Independent and Houston City Bancshares will not waive the opinion condition described in “Proposal to Approve the Reorganization Agreement—Material U.S. Federal Income Tax Consequences of the Independent Merger—Tax Opinions.” The Independent merger will be treated for U.S. federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code. If the Independent merger qualifies as such a reorganization, the material U.S. federal income tax consequences of the Independent merger to U.S. holders of Houston City Bancshares common stock will be as follows: holders of Houston City Bancshares common stock generally will recognize gain (but not loss) with respect to their Houston City Bancshares common stock. The gain a U.S. holder of Houston City Bancshares recognizes generally will be 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 Independent 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 Independent merger, exceeds the adjusted tax basis in the Houston City Bancshares common stock to be surrendered in exchange therefor.

For further information, please refer to “Proposal to Approve the Reorganization Agreement—Material U.S. Federal Income Tax Consequences of the Independent Merger.” The U.S. federal income tax consequences described above may not apply to all holders of Houston City Bancshares 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 Independent merger to you.

Fairness Opinion of Houston City Bancshares’ Financial Advisor (page 49)

Hovde Group, LLC, or Hovde Group, has delivered a written opinion to the board of directors of Houston City Bancshares 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 Houston City Bancshares from a financial point of view. This opinion is attached to this proxy statement/prospectus as Appendix B. The opinion of Hovde Group is not a recommendation to any Houston City Bancshares 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 Hovde Group in providing its opinion.

Independent Plans to Continue Payment of Quarterly Dividends (page 27)

Independent paid a cash dividend of $0.06 per share in the second quarter of 2014 to its shareholders and, subject to applicable statutory and regulatory restrictions, intends to pay a cash dividend to its shareholders in the third and fourth quarters of 2014 and continue paying quarterly cash dividends following the merger. See “Dividends.”

Ownership of Independent Common Stock After the Merger (page 80)

Based on the closing price of Independent common stock on July 31, 2014 of $48.01 per share, Independent would issue 649,861 shares of its common stock to Houston City Bancshares shareholders in connection with the merger. If the average sales price of Independent’s common stock is less than $42.4593, Independent may in its sole discretion elect to: (a) increase the per share cash consideration from $30.44 to an amount up to $43.48, subject to the tangible book value adjustment; and (b) reduce the per share stock consideration to a number of shares of Independent common stock equal to the quotient of (x) the difference between $86.96 and the increased amount of the per share cash consideration; divided by (y) the average sales price.

Based on 16,370,707 shares of Independent common stock outstanding and the closing price of $48.01 on July 31, 2014, immediately after the merger, the former Houston City Bancshares shareholders would own approximately 3.8% of the outstanding shares of Independent common stock assuming 649,861 shares of Independent common stock are issued in the merger. That ownership percentage would be reduced by any future issuances of shares of Independent common stock.

Market Prices of Independent Common Stock (page 89)

Shares of Independent common stock are quoted on the NASDAQ Global Select Market under the symbol “IBTX.” On June 2, 2014, the last trading day before the merger was announced, Independent common stock closed at $46.45 per share. On July 31, 2014, Independent common stock closed at $48.01 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 the common stock of Houston City Bancshares are not traded on any national securities exchange or on an established public trading market, and no quotations of any market price exists for the Houston City Bancshares shares of common stock.

Special Meeting (page 38)

The special meeting of shareholders of Houston City Bancshares will be held on September 10, 2014, at 2:00 p.m., Central Time, at the offices of Houston Community Bank, 11390 Veterans Memorial Drive, Houston, Texas 77067. At the special meeting, you will be asked to consider and vote on the following:

Record Date Set at August 5, 2014; Two-Thirds Shareholder Vote Required to Approve the Reorganization Agreement (page 39 and 40)

You may vote at the special meeting of Houston City Bancshares shareholders if you owned Houston City Bancshares common stock of record as of 5:00 p.m. on August 5, 2014. You can cast one vote for each share of Houston City Bancshares common stock you owned of record at that time. As of the record date, there were 551,993 shares of Houston City Bancshares common stock outstanding.

Approval of the reorganization agreement requires the affirmative vote of the holders of at least two-thirds of the shares of Houston City Bancshares common stock outstanding and entitled to vote as of 5:00 p.m. on the record date. If you fail to vote, it will have the effect of a vote against the reorganization agreement. The affirmative vote of the holders of a majority of the shares of Houston City Bancshares common stock cast at the special meeting is required to approve the adjournment of the special meeting.

You may vote your shares of Houston City Bancshares common 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 special meeting by sending a written notice revoking the proxy or submitting a later-dated proxy to the Secretary of Houston City Bancshares which must be received no later than immediately prior to the vote at the special meeting, or by voting in person at the special meeting. See “The Special Meeting” beginning on page 38.

Recommendation of Houston City Bancshares Board and Its Reasons for the Merger (page 48)

Based on the reasons discussed elsewhere in this proxy statement/prospectus, including the fairness opinion of Hovde Group, the board of directors of Houston City Bancshares believes that the merger is fair to you and in your best interests, and unanimously recommends that you vote FOR the proposal to approve the reorganization agreement and the merger. For a discussion of the circumstances surrounding the merger and the factors considered by Houston City Bancshares’ board of directors in approving the reorganization agreement, see page 48.

Certain Shareholders of Houston City Bancshares are Expected to Vote Their Shares For Approval of the Reorganization Agreement (page 39; Exhibit A to Appendix A)

The directors of Houston City Bancshares have entered into an agreement to vote the shares of Houston City Bancshares common stock that they control in favor of approval of the reorganization agreement. As of the record date, 174,213 shares of Houston City Bancshares common stock, or approximately 31.56% of the outstanding shares of Houston City Bancshares common stock entitled to vote at the special meeting, were bound by the voting agreement.

Effective Time of the Merger (page 59)

The merger of IBGHCB with and into Houston City Bancshares will become effective at the date and time specified in the certificate of merger to be filed with the Texas Secretary of State. If Houston City Bancshares shareholders approve the reorganization agreement at the special meeting, 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 in the late fourth quarter of 2014, although delays could occur.

Houston City Bancshares 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—The merger may not be completed.”

Exchange of Houston City Bancshares Stock Certificates (page 59)

After the effective time of the merger, you will receive a letter and instructions from Wells Fargo Bank Shareowner Services, acting in its role as Independent’s exchange agent and stock transfer agent, or the exchange agent, describing the procedures for surrendering your stock certificates representing shares of Houston City Bancshares 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 Houston City Bancshares 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 of the Depositary Trust Company, or DTC, by Independent’s stock transfer agent. As soon as practical after the effective time of the merger, with the intent to be within ten days after the effective time of the merger, Independent will cause the exchange agent to mail to each record holder of Houston City Bancshares the transmittal letter and instructions to exchange their shares of common stock of Houston City Bancshares for the merger consideration. You must carefully review and complete these transmittal materials and return them as instructed along with your stock certificates for Houston City Bancshares common stock. Please do not send Houston City Bancshares or Independent any stock certificates for your shares of Houston City Bancshares common stock until you receive these instructions. Share 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 64)

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

Additionally, the completion of the merger depends on the execution of the following agreements, but those 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 approvals 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 80)

The acquisition of Houston City Bancshares 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. Independent must also file a notice of the merger with the U.S. Office of the Comptroller of the Currency, or OCC. On June 30, 2014, Independent, Independent Bank and Houston Community Bank filed applications with the Federal Reserve, the FDIC and the TDB to obtain approval of the transaction. Independent expects to obtain all necessary regulatory approvals, although Independent cannot be certain if or when Independent will obtain them.

Amendments or Waiver of the Reorganization Agreement (page 71)

Independent and Houston City Bancshares 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. However, the merger consideration to be received by the shareholders of Houston City Bancshares pursuant to the terms of the reorganization agreement may not be decreased after the approval of the reorganization agreement without the further approval of the Houston City Bancshares shareholders.

No Solicitation (page 63)

Pursuant to the reorganization agreement, Houston City Bancshares agreed that it will not, and that it will cause its employees, directors, officers, financial advisors or agents not to, and 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, 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, Houston City Bancshares will communicate to Independent the terms of any proposal or request for information and the identity of the parties involved.

Provided that Houston City Bancshares has complied with the foregoing restrictions, if after the date of the reorganization agreement and prior to obtaining shareholder approval of the merger, Houston City Bancshares 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, Houston City Bancshares’ 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 Houston City Bancshares’ 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 Houston City Bancshares; provided that it obtains an appropriately executed confidentiality agreement.

Termination of the Reorganization Agreement (page 72)

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

Houston City Bancshares may terminate the reorganization agreement, without the consent of Independent, if:

In addition, Independent may terminate the reorganization agreement, without the consent of Houston City Bancshares, if:

Termination Fee and Expense Reimbursements (page 73)

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, provided that Independent is not in material breach of any covenant or obligation under the reorganization agreement, Houston City Bancshares has agreed to pay Independent a $1,500,000 termination fee if the reorganization agreement is terminated:

Financial Interests of Directors and Officers of Houston City Bancshares in the Merger (page 73)

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

Comparison of Rights of Shareholders of Houston City Bancshares and Independent (page 99)

Houston City Bancshares is a Texas corporation that is a registered bank holding company, and the rights of shareholders of Houston City Bancshares are governed by Texas law and Houston City Bancshares’ 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 Houston City Bancshares 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, as regards the bylaws, repealed.

Dissenters’ Rights of Houston City Bancshares Shareholders (page 81)

As a holder of Houston City Bancshares common stock, you have the right under Texas law to dissent from the merger and have the appraised fair value of your shares of Houston City Bancshares common 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 shareholders of Houston City Bancshares will receive for their Houston City Bancshares shares in the merger.

Persons having beneficial interests in Houston City Bancshares common 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 Houston City Bancshares, prior to the special meeting, with a written objection to the merger that states that you will exercise your right to dissent if the Houston City Bancshares 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 Houston City Bancshares Shareholders” on page 81. The provisions of the TBOC pertaining to dissenters’ rights are attached to this proxy statement/prospectus as Appendix C and the summaries of those provisions in this proxy statement/prospectus should be read in conjunction with, and are qualified 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 Houston City Bancshares common 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 Houston City Bancshares shareholders approve the reorganization agreement, a holder of Houston City Bancshares common stock who delivers to the president and the secretary of Houston City Bancshares a written objection to the merger prior to the 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 Houston City Bancshares common stock against approval of the reorganization agreement at the 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 Houston City Bancshares

common stock that states the number and class of shares of Houston City Bancshares common stock such holder owns, his or her estimate of the fair value of such stock 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 Houston City Bancshares common stock will be entitled under the TBOC to receive the appraised fair value of his or her shares of Houston City Bancshares common stock, as of the date immediately prior to the effective time of the merger, in cash under the TBOC.

Selected Financial Information of Independent

The following selected historical consolidated financial information of Independent as of and for the three months ended March 31, 2014 and 2013 has been derived from Independent’s unaudited consolidated financial statements as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 incorporated by reference in this proxy statement/prospectus, the following selected consolidated financial information of Independent as of March 31, 2013 has been derived from Independent’s unaudited consolidated financial statements not incorporated by reference in this proxy statement/prospectus, the following selected consolidated financial information of Independent as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 has been derived from Independent’s audited consolidated financial statements incorporated by reference in this proxy statement/prospectus, and the selected consolidated financial information as of December 31, 2011, 2010 and 2009 and for the years ended December 31, 2010 and 2009, has been derived from Independent’s audited consolidated financial statements not incorporated by reference in this proxy statement/prospectus.

You should read the following financial information relating to Independent in conjunction with other information contained in this proxy statement/prospectus, including consolidated financial statements of Independent and related accompanying notes incorporated by reference in this 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 three months ended March 31, 2014, are not necessarily indicative of its results to be expected for all of 2014. Independent has consummated several acquisitions in recent fiscal periods. The results and other financial information of those acquired operations are not included in the table below for the periods or dates 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, Inc. which Independent acquired by merger on April 15, 2014, Houston City Bancshares, or of any other entity the acquisition of which may be consummated by Independent after March 31, 2014.

Reconciliations of Non-GAAP Financial Measures

The following information reconciles: (i) Independent’s tangible book value per common share, a non-GAAP financial measure, as of the dates presented to Independent’s book value per common share, a financial measure calculated and presented in accordance with GAAP, as of the dates presented; and (ii) our ratio of tangible common equity to tangible assets, a non-GAAP financial measure, as of the dates presented to Independent’s ratios of total stockholders’ equity to total assets, a financial measure calculated and presented in accordance with GAAP, as of the dates presented.

Selected Financial Information of Houston City Bancshares

The following selected historical financial information of Houston City Bancshares and Houston Community Bank for the capital ratios described below as of and for the three months ended March 31, 2014 and 2013, has been derived from Houston City Bancshares’ unaudited financial statements as of and for the three months ended March 31, 2014 and 2013, which Houston City Bancshares’ 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 financial information of Houston City Bancshares and Houston Community Bank for the capital ratios disclosed below as of and for each of the five years ended December 31, 2013, has been derived from Houston City Bancshares’ unaudited financial statements. Houston City Bancshares’ historical results for any prior period are not necessarily indicative of results to be expected in any future period, and Houston City Bancshares’ historical results for the three months ended March 31, 2014, are not necessarily indicative of its results to be expected for all of 2014. Consistent with the rules of the SEC, Houston City Bancshares’ financial statements are not presented in this proxy statement/prospectus.

Houston City Bancshares’ management believes that presenting tangible book value per share provides useful information to investors regarding Houston City Bancshares’ financial condition because, as do Houston City Bancshares’ management, banking regulators, many financial analysts and other investors, you can use tangible book value in conjunction with more traditional bank capital ratios to assess Houston City Bancshares’ capital adequacy without the effect of goodwill and other intangible assets, and to compare Houston City Bancshares’ capital adequacy with that of other banking organizations with significant amounts of goodwill and/or other intangible assets, which typically result from the use of the purchase method of accounting for mergers and acquisitions.

The following table presents, as of the dates set forth below, Houston City Bancshares’ total assets, tangible assets, total stockholders’ equity and tangible common equity and presents reconciliations of Houston City Bancshares’ tangible book value per common share to its book value per common share and of its ratio of tangible common equity to tangible assets to its ratio of total stockholders’ equity to total assets: