Independent Bank (IBTX) 8-K/A Financial Statements and Exhibits

Exhibit 99.4

Introductory Note to Unaudited Pro Forma Condensed Combined Consolidated Financial Information

The following unaudited pro forma combined consolidated balance sheet as of March 31, 2014, and the unaudited pro forma condensed combined consolidated statements of income for the three months ended March 31, 2014, and the year ended December 31, 2013, and have been prepared to reflect the acquisition of BOH Holdings, Inc. (BOH Holdings) by Independent Bank Group, Inc. (IBTX), which was completed on April 15, 2014. The unaudited pro forma combined condensed consolidated financial information is set forth as if the acquisition had occurred as of March 31, 2014, with respect to financial condition data and as of January 1, 2013, with respect to operations data.

The unaudited pro forma combined condensed consolidated financial statements give effect to the acquisition of BOH Holdings as a business combination under U.S. generally accepted accounting principles (GAAP). Accordingly, all assets and liabilities were recorded at estimated fair value. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. IBG’s management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.

The unaudited pro forma combined consolidated balance sheet as of March 31, 2014, and the unaudited pro forma combined condensed consolidated statements of income for the three months (as of the respective acquisition date) ended March 31, 2014, and the year ended December 31, 2013, also include the historical financial information of Collin Bank and Live Oak Financial Corp., two financial institutions also acquired by IBTX. The acquisition of Collin Bank was effective November 30, 2013, and the acquisition of Live Oak Financial Corp. was closed on January 1, 2014.

The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under GAAP are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma financial statements do not include the effects of any potential cost savings which management believes will result from combining certain operating procedures.

The Company anticipates that the acquisition of BOH Holdings will provide the combined company with the ability to better serve its customers, reach new customers and reduce operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of BOH Holdings. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.

The unaudited pro forma combined condensed consolidated financial information has been derived from, and should be read in conjunction with, the historical consolidated financial statements and related notes of the Company and BOH Holdings.

The unaudited pro forma shareholders’ equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of the Company’s common stock or the actual or future results of operations of the Company for any period. Actual results may be materially different than the pro forma information presented herein.

The following table provides the preliminary purchase accounting allocations used in the pro forma financial statements as of March 31, 2014:

Preliminary Purchase Accounting Allocations

	(In Thousands)
Assets of acquired bank:
Cash and cash equivalents	$	143,081
Securities available for sale		80,812
Loans		780,283
Premises and equipment		7,520
Goodwill		161,547
Core deposit intangible		6,610
Other assets		26,871
Total assets acquired	$	1,206,724
Liabilities of acquired bank:
Deposits	$	806,978
FHLB advances		130,000
Other liabilities		2,992
Total liabilities assumed	$	939,970
Common stock issued at $57.75 per share	$	208,818
Series A Preferred Stock exchanged	$	23,938
Cash paid	$	33,998

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INDEPENDENT BANK GROUP/BOH HOLDINGS

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

MARCH 31, 2014

(In Thousands)

	IBTX Consolidated			Historical BOH Holdings			Pro Forma Purchase Accounting Adjustments Debits (Credits)			Pro forma IBTX Consolidated
Assets:
Cash and due from banks	$	32,771		$	119,061		$	(33,998	) G	$	117,834
Interest bearing deposits in banks		64,944			24,020			—			88,964
Investment securities AFS		204,539			80,812			—			285,351
Loans held for sale		2,191			—			—			2,191
Loans		1,893,082			785,754			(5,471	) A		2,673,365
Loan Loss Reserve		(14,841	)		(5,471	)		5,471	B		(14,841	)
Premises and equipment		74,461			7,126			394	C		81,981
Other real estate		2,909			1,063			—			3,972
Federal home loan bank stock		9,012			6,809			—			15,821
Investment in life insurance		21,421			17,518			—			38,939
Deferred tax asset		3,936			737			(2,429	) H		2,244
Goodwill		42,575			—			161,547	E		204,122
Intangible Assets		3,813			—			6,610	D		10,423
Other assets		12,862			3,237			(64	) C		16,035
Total Assets	$	2,353,675		$	1,040,666		$	132,060		$	3,526,401
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	398,878		$	301,332		$	—		$	700,210
Interest bearing		1,491,799			505,646			—			1,997,445
Total Deposits		1,890,677			806,978			—			2,697,655
FHLB and Other Borrowings		174,462			130,000			—			304,462
Repurchase Agreements		4,535			—			—			4,535
Subordinated debentures		7,730			—			—			7,730
Trust preferred securities		18,147			—			—			18,147
Other liabilities		5,616			2,992			—			8,608
Total Liabilities		2,101,167			939,970			—			3,041,137
Stockholders’ equity:
Preferred Stock Series C		—			23,938			—			23,938
Preferred Stock Series D		—			1,107			1,107	F		—
Common stock		126			38,317			38,317	F		126
Capital surplus		240,206			11,848			(196,970	) F, G		449,024
Retained earnings		16,708			24,966			24,966	F		16,708
Unearned stock awards		(4,981	)		—			—			(4,981	)
Accumulated comprehensive income		449			520			520	F		449
Total Stockholders’ Equity		252,508			100,696			(132,060	)		485,264
Total Liabilities and Stockholders’ Equity	$	2,353,675		$	1,040,666		$	(132,060	)	$	3,526,401

IBTX/BOH Holdings Acquisition

Purchase Accounting Adjustments

A Estimated fair market value adjustment on loan portfolio.

B Elimination of BOH Holdings’ allowance for loan loss.

C Represents the fair value adjustment of BOH Holdings’ property and equipment.

D Record core deposit intangibles for BOH Holdings.

E Record goodwill for amount of consideration and liabilities assumed over fair value of assets received.

F Eliminate BOH Holdings capital accounts.

G Issue approximately 3,615,886 shares of IBTX common stock ($57.75 per share) and $34.0 million cash to former shareholders.

H Estimated fair market value adjustment on deferred tax accounts.

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INDEPENDENT BANK GROUP/ BOH HOLDINGS

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME

THREE MONTHS ENDED MARCH 31, 2014

(In Thousands)

	Historical IBTX		Historical BOH Holdings		Pro Forma Adjustments			Pro Forma Combined IBTX
Interest income
Interest & fees on loans	$	24,123	$	9,463	$	99	A	$	33,685
Interest on securities		956		494		—			1,450
Interest on other		83		27		—			110
Total interest income		25,162		9,984		99			35,245
Interest expense
Interest on deposits		1,907		503		—			2,410
Interest on other borrowings		1,120		123		—			1,243
Total interest expense		3,027		626		—			3,653
Net interest income		22,135		9,358		99			31,592
Provision for loan losses		1,253		182		(182	) B		1,253
Net interest income after provision		20,882		9,176		281			30,339
Noninterest income
Service charges		1,211		184		—			1,395
Mortgage fee income		730		—		—			730
Gain on sale of assets		39		—		—			39
Other		354		347		—			701
Total noninterest income		2,334		531		—			2,865
Noninterest expense
Salaries & employee benefits		9,134		3,804		—			12,938
Occupancy		2,538		637		—			3,175
Other		4,404		1,638		220	C		6,262
Total noninterest expense		16,076		6,079		220			22,375
Income before taxes		7,140		3,628		61			10,829
Income tax expense		2,339		1,177		21	D		3,537
Net income	$	4,801	$	2,451	$	40		$	7,292

A Adjustment to interest income for accretion on acquired loans based on expected fair market value adjustment.

B BOH Holdings acquired loans, which are marked to fair value at the acquisition date, are not expected to require a provision.

C Expected amortization of core deposit intangible based on a 10 year life using an accelerated amortization method.

D Tax adjustment related to other pro forma adjustments calculated at a 35% rate.

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INDEPENDENT BANK GROUP/ BOH HOLDINGS

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2013

(In Thousands)

	Pro Forma IBTX		BOH Holdings			Pro Forma Adjustments			Pro Forma Consolidated IBTX
Interest income
Interest & fees on loans	$	84,350	$	35,753		$	400	A	$	120,503
Interest on securities		2,540		2,288			—			4,828
Interest on other		324		131			—			455
Total interest income		87,214		38,172			400			125,786
Interest expense
Interest on deposits		6,974		1,911			—			8,885
Interest on other borrowings		5,307		565			—			5,872
Total interest expense		12,281		2,476			—			14,757
Net interest income		74,933		35,696			400			111,029
Provision for loan losses		3,822		(358	)		358	B		3,822
Net interest income after provision		71,111		36,054			42			107,207
Noninterest income
Service charges		4,841		1,584			—			6,425
Mortgage fee income		3,743		—			—			3,743
Gain on sale of assets		1,489		617			—			2,106
Other		948		556			—			1,504
Total noninterest income		11,021		2,757			—			13,778
Noninterest expense
Salaries & employee benefits		31,836		14,135			—			45,971
Occupancy		9,042		2,458			—			11,500
Other		16,793		5,697			840	C		23,330
Total noninterest expense		57,671		22,290			840			80,801
Income before taxes		24,461		16,521			(798	)		40,184
Income tax expense		4,661		5,211			(279	) D		9,593
Net income	$	19,800	$	11,310		$	(519	)	$	30,591

A Adjustment to interest income for accretion on acquired loans based on expected fair market value adjustment.

B BOH Holdings acquired loans, which are marked to fair value at the acquisition date, are not expected to require a provision.

C Expected amortization of core deposit intangible based on a 10 year life using an accelerated amortization method.

D Tax adjustment related to other pro forma adjustments calculated at a 35% rate.

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