--- schema_version: "secwatch.filing_event.v1" accession: "0000950103-25-000002" form_type: "8-K" ticker: null cik: "0001564618" company_name: "Independent Bank Group, Inc." filed_at: "2025-01-02T23:59:59+00:00" generated_at: "2026-05-28T18:12:26.980553+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Independent Bank Group completes merger into SouthState; shareholders get 0.60 shares per IBTX share ## Summary - Merger closed Jan 1, 2025; IBTX shareholders received 0.60 shares of SouthState per IBTX share (~24.9M SouthState shares issued). - IBTX common stock delisted from NASDAQ effective Jan 2, 2025; Form 15 to be filed to deregister. - Three former IBTX directors (David R. Brooks, G. Stacy Smith, Janet P. Froetscher) appointed to SouthState board. - IBTX's $100M revolving credit facility with U.S. Bank National Association terminated upon closing. - John G. Turpen's employment agreement with IBTX terminated at effective time; he ceased as executive officer. ## SEC filing metadata - accession: 0000950103-25-000002 - form_type: 8-K - cik: 0001564618 - company_name: Independent Bank Group, Inc. - filed_at: 2025-01-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/dp222979_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950103-25-000002 - JSON: https://secwatch.observer/filing/0000950103-25-000002.json - Plain text: https://secwatch.observer/filing/0000950103-25-000002.txt ## Key facts - Executive change David R. Brooks was appointed as Director at Independent Bank Group, Inc.. - Action: appointed - Role: Director source text: appointed to the board of directors of SouthState: David R. Brooks, G. Stacy Smith and Janet P. Froetscher evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - Executive change G. Stacy Smith was appointed as Director at Independent Bank Group, Inc.. - Action: appointed - Role: Director source text: appointed to the board of directors of SouthState: David R. Brooks, G. Stacy Smith and Janet P. Froetscher evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - Executive change John G. Turpen was terminated as Executive Officer at Independent Bank Group, Inc.. - Action: terminated - Role: Executive Officer source text: Further, as of immediately prior to the Effective Time, the employment agreement, dated as of July 15, 2021, by and among IBTX, Independent Bank and John G. Turpen terminated and is of no further force or effect. evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - Executive change G. Stacy Smith departed as Director at Independent Bank Group, Inc.. - Action: ceased serving - Role: Director source text: As of the Effective Time, and pursuant to the terms of the Merger Agreement, IBTX’s directors and executive officers ceased serving as directors and executive officers of IBTX. evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - Executive change David R. Brooks departed as Director at Independent Bank Group, Inc.. - Action: ceased serving - Role: Director source text: As of the Effective Time, and pursuant to the terms of the Merger Agreement, IBTX’s directors and executive officers ceased serving as directors and executive officers of IBTX. evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - Executive change Janet P. Froetscher departed as Director at Independent Bank Group, Inc.. - Action: ceased serving - Role: Director source text: As of the Effective Time, and pursuant to the terms of the Merger Agreement, IBTX’s directors and executive officers ceased serving as directors and executive officers of IBTX. evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - Executive change Janet P. Froetscher was appointed as Director at Independent Bank Group, Inc.. - Action: appointed - Role: Director source text: appointed to the board of directors of SouthState: David R. Brooks, G. Stacy Smith and Janet P. Froetscher evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - Governance Changes Independent Bank Group, Inc.: Certificate of formation and bylaws of IBTX ceased upon merger; SouthState documents succeeded. - Change: bylaw amendment source text: At the Effective Time, the Amended and Restated Certificate of Formation and the Sixth Amended and Restated Bylaws of IBTX ceased to be in effect by operation of law and the organizational documents of SouthState (as successor to IBTX by operation of law) remained the Amended and Restated Articles of Incorporation of SouthState and the Amended and Restated Bylaws of SouthState, in each case as in effect as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm - M&A Transactions Independent Bank Group, Inc. completed a disposition involving SouthState Corporation for approximately 24.9 million shares of SouthState Common Stock (closed 2025-01-01). - Action: disposition - Counterparty: SouthState Corporation - Consideration: approximately 24.9 million shares of SouthState Common Stock - Closing: 2025-01-01 source text: Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference. The total aggregate consideration payable in the Merger was approximately 24.9 million shares of SouthState Common Stock. The issuance of shares of SouthState Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000095010325000002/0000950103-25-000002-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.