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

Exhibit 99.4

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET

OF THE COMPANY AND ITS SUBSIDIARIES GIVING EFFECT TO THE ACQUISITION OF

CARLILE BANCSHARES, INC. AS OF MARCH 31, 2017

AND

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

OF THE COMPANY AND ITS SUBSIDIARIES GIVING EFFECT TO THE ACQUISITION OF CARLILE

BANCSHARES, INC. FOR THE

THREE MONTHS ENDED MARCH 31, 2017 AND THE YEAR ENDED DECEMBER 31, 2016

Unaudited Pro Forma Combined Condensed Consolidated Financial Information

The following unaudited pro forma combined condensed consolidated balance sheet as of March 31, 2017, and the unaudited pro forma combined condensed consolidated statements of income for the three months ended March 31, 2017, and the year ended December 31, 2016, and have been prepared to reflect the acquisition of Carlile Bancshares, Inc. (Carlile) by Independent Bank Group, Inc. (IBTX), which was completed on April 1, 2017. The unaudited pro forma combined condensed consolidated financial information is set forth as if the acquisition had occurred as of March 31, 2017, with respect to financial condition data and as of January 1, 2016, with respect to operations data and includes the 400,000 shares of IBTX common stock issued and sold by IBTX for cash in the aggregate net amount of $19,950,000 (after underwriting discounts) on November 29, 2016, as well as 8,804,699 shares of Independent common stock issued in the merger.

The unaudited pro forma combined condensed consolidated financial statements give effect to the acquisition of Carlile as a business combination under U.S. generally accepted accounting principles (GAAP). The transaction was accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations. Under ASC 805, all of the assets acquired and liabilities assumed in a business combination are recognized at their fair values, while transaction and restructuring costs associated with the business combination are expensed as incurred. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is allocated to goodwill. 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. IBTX’s management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.

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 Carlile 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 Carlile. 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 statements are provided for informational purposes only and are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed consolidated financial information is based on, and should be read together with, the historical consolidated financial statements and related notes of the Registrant included in its Annual Report on Form 10-K for the year ended December 31, 2016, and Carlile’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016, included as Exhibit 99.2 in this Current Report on Form 8-K/A.

PF-1

Pro Forma Combined Consolidated Balance Sheet

March 31, 2017

(Unaudited) (dollars in thousands)

	Independent			Carlile			Pro forma Adjustments						Pro Forma Independent with Carlile Consolidated
	As of March 31, 2017			As of March 31, 2017			Debits			Credits			As of March 31, 2017
Assets:
Cash and cash equivalents	$	515,123		$	148,444		$	—		$	22,113	(j)(k)	$	641,454
Certificates of deposit held in other banks		5,892			11,025			—			—			16,917
Securities available for sale		350,409			336,506			—			—			686,915
Loans held for sale		5,081			12,782			—			—			17,863
Loans (gross)		4,700,084			1,389,671			—			16,000	(a)		6,073,755
Allowance for loan losses		(33,431	)		(15,866	)		15,866	(b)		—			(33,431	)
Premises and equipment, net		88,286			60,948			6,402	(c)		—			155,636
Other real estate owned		2,896			10,666			—			3,000	(d)		10,562
Goodwill		258,319			117,564			347,464	(e)		117,564	(e)		605,783
Core deposit intangible, net		13,685			7,398			35,241	(f)		7,398	(f)		48,926
Deferred tax asset		7,950			20,140			3,514	(g)		13,478	(g)		18,126
Other assets		108,320			89,306			—			10,791	(i)		186,835
Total Assets	$	6,022,614		$	2,188,584		$	408,487		$	190,344		$	8,429,341
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	1,126,113		$	640,345		$	—		$	—		$	1,766,458
Interest bearing		3,596,090			1,181,593			—			—			4,777,683
Total deposits		4,722,203			1,821,938			—			—			6,544,141
FHLB advances		460,727			—			—			—			460,727
Repurchase agreements		—			18,003			—			—			18,003
Other borrowings		107,388			—			—			—			107,388
Junior subordinated debentures		18,147			12,566			3,195	(h)		—			27,518
Other liabilities		25,680			9,662			—			—			35,342
Total Liabilities		5,334,145			1,862,169			3,195			—			7,193,119
Stockholders’ equity:											—
Total Stockholders’ Equity		688,469			326,415			326,415			547,753	(j)(k)		1,236,222
Total Liabilities and Stockholders’ Equity	$	6,022,614		$	2,188,584		$	329,610		$	547,753		$	8,429,341

Footnotes to Pro Forma Combined Consolidated Balance Sheet:

(a) Estimated fair market value adjustment on the acquired loan portfolio.

(b) Eliminate Carlile’s allowance for loan loss.

(c) Estimated fair market value adjustment on premises acquired, mostly attributable to land value.

(d) Estimated fair market value adjustment on acquired other real estate owned.

(e) Eliminate Carlile’s existing goodwill and record estimated goodwill for amount of consideration and liabilities assumed over fair value of the assets received.

(f) Eliminate Carlile’s existing core deposit intangible and record the estimated core deposit intangible value of the acquired non time deposits.

(g) Estimated adjustment on acquired deferred assets and the tax effect of purchase accounting adjustments at 35%.

(h) Estimated fair value adjustment on acquired junior subordinated debentures

(i) Eliminate Carlile capital accounts and merger costs paid prior to close for change of control agreements and investment banking fees.

(j) Record transaction expenses at 1% of the aggregate merger consideration.

PF-2

Footnotes to Pro Forma Combined Consolidated Balance Sheet (continued):

(k) Issue 8,804,699 shares of our common stock (using an Average Stock Price of $62.7044 per share) to former Carlile shareholders and pay $17.8 million in cash to Carlile option holders for a total consideration of $570 million. The estimated fair values of the assets acquired and liabilities assumed in the merger are as follows:

(dollars in thousands)
Assets of acquired bank:
Cash and cash equivalents	$	148,444
Certificates of deposit held in other banks		11,025
Securities available for sale		336,506
Loans		1,386,453
Premises and equipment		67,350
Core deposit intangible		35,241
Goodwill		347,464
Other real estate		7,666
Deferred tax asset		10,176
Other assets		78,515
Total assets acquired		2,428,840
Liabilities of acquired bank:
Deposits		1,821,938
Junior subordinated debentures		9,371
Other liabilities		27,665
Total liabilities assumed		1,858,974
Net assets acquired		569,866
Common stock issued		552,093
Cash paid		17,773
Total purchase price	$	569,866

Fair value estimates for loans, OREO, deposits, premises, junior subordinated debt and the core deposit intangible are subject to adjustment upon receipt and review of third party appraisals.

PF-3

Pro Forma Consolidated Income Statement

Three Months Ended March 31, 2017

(Unaudited) (dollars in thousands, except per share)

	Three Months Ended March 31, 2017
	Independent		Carlile		Pro Forma Adjustments			Pro Forma Independent with Carlile
Interest income
Interest and fees on loans	$	53,744	$	17,846	$	1,000	(a)	$	72,590
Interest on securities		1,305		1,797		—			3,102
Interest on other		890		334		—			1,224
Total interest income		55,939		19,977		1,000			76,916
Interest expense
Interest on deposits		5,029		1,115		—			6,144
Interest on other borrowings		3,043		213		40	(b)		3,296
Total interest expense		8,072		1,328		40			9,440
Net interest income		47,867		18,649		960			67,476
Provision for loan losses		2,023		338		—			2,361
Net interest income after provision		45,844		18,311		960			65,115
Noninterest income
Service charges		1,927		1,023		—			2,950
Mortgage fee income		1,267		2,525		—			3,792
Gain on sale of assets		5		194		—			199
Other		1,384		3,136		—			4,520
Total noninterest income		4,583		6,878		—			11,461
Noninterest expense
Salaries and employee benefits		16,837		12,398		—			29,235
Occupancy		3,872		2,273		4	(c)		6,149
Merger expenses		146		155		(301	)(d)		—
Other		7,173		4,799		696	(e)		12,668
Total noninterest expense		28,028		19,625		(399	)		48,052
Income before taxes		22,399		5,564		561			28,524
Income tax expense		6,728		1,423		196	(f)		8,347
Net income	$	15,671	$	4,141	$	365		$	20,177
Pro Forma Combined Per Share Data (Common Stock)
Earnings:
Basic	$	0.83						$	0.72
Diluted		0.82							0.72
Weighted average shares outstanding:
Basic		18,908,679							28,113,378
Diluted		19,015,810							28,200,024

Footnotes to Pro Forma adjustments:

(a) Adjustment to interest income for accretion on Carlile acquired loans based on expected fair market value adjustment to such loans.

(b) Adjustment to interest expense for amortization on Carlile acquired junior subordinated debt based on expected fair market value adjustment on such debt.

(c) Expected depreciation expense on increase in Carlile acquired buildings based upon expected fair market value.

(d) Nonrecurring costs attributable to the acquisition for professional fees.

(e) Expected amortization of the core deposit intangible based on a 10 year life using the straight line method.

(f) Tax adjustment related to other pro forma adjustments is calculated at a 35% rate.

PF-4

Pro Forma Consolidated Income Statement

Year Ended December 31, 2016

(Unaudited) (dollars in thousands, except per share)

	Year Ended December 31, 2016
	Independent		Carlile			Pro Forma Adjustments			Pro Forma Independent with Carlile
Interest income
Interest and fees on loans	$	203,577	$	78,618		$	4,000	(a)	$	286,195
Interest on securities		4,449		7,682			—			12,131
Interest on other		2,023		952			—			2,975
Total interest income		210,049		87,252			4,000			301,301
Interest expense
Interest on deposits		16,075		4,358			—			20,433
Interest on other borrowings		10,168		850			160	(b)		11,178
Total interest expense		26,243		5,208			160			31,611
Net interest income		183,806		82,044			3,840			269,690
Provision for loan losses		9,440		14,726			—			24,166
Net interest income after provision		174,366		67,318			3,840			245,524
Noninterest income
Service charges		7,222		4,127			—			11,349
Mortgage fee income		7,038		13,745			—			20,783
Gain on sale of assets		93		—			—			93
Other		5,202		10,589			—			15,791
Total noninterest income		19,555		28,461			—			48,016
Noninterest expense
Salaries and employee benefits		66,762		45,689			—			112,451
Occupancy		16,101		9,858			15	(c)		25,974
Merger expenses		1,517		1,217			(659	)(d)		2,075
Other		29,410		21,851			2,784	(e)		54,045
Total noninterest expense		113,790		78,615			2,140			194,545
Income before taxes		80,131		17,164			1,700			98,995
Income tax expense		26,591		3,979			595	(f)		31,165
Net income		53,540		13,185			1,105			67,830
Net income attributable to noncontrolling interest		—		(315	)		—			(315	)
Net income to shareholders	$	53,540	$	12,870		$	1,105		$	67,515
Pro Forma Combined Per Share Data (Common Stock)
Earnings:
Basic	$	2.89							$	2.44
Diluted		2.88								2.43
Weighted average shares outstanding:
Basic		18,501,663								27,706,362
Diluted		18,588,309								27,813,494

Footnotes to Pro Forma adjustments:

(a) Adjustment to interest income for accretion on Carlile acquired loans based on expected fair market value adjustment to such loans.

(b) Adjustment to interest expense for amortization on Carlile acquired junior subordinated debt based on expected fair market value adjustment on such debt.

(c) Expected depreciation expense on increase in Carlile acquired buildings based upon expected fair market value.

(d) Nonrecurring costs attributable to the acquisition for IBTX professional fees.

(e) Expected amortization of the core deposit intangible based on a 10 year life using the straight line method.

(f) Tax adjustment related to other pro forma adjustments is calculated at a 35% rate.

PF-5