UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 16, 2016

Independent Bank Group, Inc.

(Exact Name of Registrant as Specified in Charter)

1600 Redbud Boulevard, Suite 400

McKinney, TX 75069-3257

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 562-9004

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Explanatory Note:

As reported in the Current Report on Form 8-K of Independent Bank Group, Inc., a Texas corporation (“Independent”), filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2016 (the “November 22, 2016 8-K”), on November 21, 2016, Independent entered into an Agreement and Plan of Reorganization (the “Agreement”) with Carlile Bancshares, Inc., a Texas corporation (“Carlile Bancshares”), pursuant to which Carlile Bancshares would merge with and into Independent and Independent would continue as the surviving entity (the “Merger”). Upon the consummation of the Merger, the outstanding shares of Carlile Bancshares’ common stock would be converted into shares of Independent’s common stock (the “Merger Shares”).

As also reported in the November 22, 2016 Form 8-K, on November 21, 2016, Independent entered into securities purchase agreements (the “Stock Purchase Agreements”) with a limited number of institutional investors who were all accredited investors (the “Purchasers”) pursuant to which Independent agreed to sell in a private placement an aggregate of 400,000 shares of Independent’s common stock, par value $0.01 per share (the “Private Placement Shares”), at a purchase price of $52.50 per Private Placement Share. That transaction was consummated on November 29, 2016 and the Private Placement Shares were issued on that date. Under the Stock Purchase Agreements, Independent agreed to file with the Commission a registration statement with respect to the resale of the Private Placement Shares purchased by the Purchasers under the Stock Purchase Agreements (the “Resale Registration Statement”) as soon as reasonably practicable.

Independent is filing this Current Report on Form 8-K in order to file with the Commission the following consolidated financial statements of Carlile Bancshares and other information, which constitute Exhibit 99.1 to this Current Report on Form 8-K:

Independent anticipates that it will incorporate by reference this Current Report on Form 8-K and, therefore, the Carlile Bancshares Consolidated Financial Statements, the Report of the Independent Auditor, the Carlile Bancshares Interim Financial Statements, and the Carlile Bancshares Management’s Discussion and Analysis into the Resale Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 16, 2016.

Exhibit Index