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S-3 424B5 EX-FILING FEES 333-272553 0001564618 Independent Bank Group, Inc. Y Y N 0001564618 2024-07-31 2024-07-31 0001564618 1 2024-07-31 2024-07-31 0001564618 1 2024-07-31 2024-07-31 0001564618 2 2024-07-31 2024-07-31 0001564618 3 2024-07-31 2024-07-31 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

Independent Bank Group, Inc.

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Debt 8.375% Fixed-to-Floating Rate Subordinated Notes due 2034 457(r) 175,000 $ 1,000.00 $ 175,000,000.00 0.0001476 $ 25,830.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 175,000,000.00

$ 25,830.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 387,218.78

Net Fee Due:

$ 0.00

Offering Note

1

(1) This registration fee table shall be deemed to update the "Calculation of Registration Fee" in the Company's Registration Statement on Form S-3 (File No. 333-272553) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.

Table 2: Fee Offset Claims and Sources

Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims 1 Independent Bank Group, Inc. S-4 333-235993 01/21/2020 $ 366,773.33 Equity Common Stock, par value $0.01 per share 53,142,894 $ 2,825,680,500.00
Fee Offset Claims 2 Independent Bank Group, Inc. S-4 333-235993 01/21/2020 $ 20,445.45 Equity 6.50% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share 6,000,000 $ 157,515,000.00
Fee Offset Sources Independent Bank Group, Inc. S-4 333-235993 01/21/2020 $ 25,830.00

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

(1) A registration fee in the amount of $387,218.78 was previously paid by the Registrant in connection with the filing of a Registration Statement on Form S-4 (File No. 333-235993) (the "Form S-4") with the Securities and Exchange Commission (the "SEC") on January 21, 2020, as amended by Amendment No. 1 filed with the SEC on March 6, 2020. The Registrant did not sell any securities pursuant to the Form S-4, and the Form S-4 was withdrawn by the Registrant on May 29, 2020. Pursuant to Rule 457(p) under the Securities Act, the filing fee of $387,218.78 that was previously paid by the Registrant in connection with the Form S-4 (net of prior credits of $39,207.45) is being used to offset the filing fee of $25,830 that is required in connection with this offering.

2

(1) A registration fee in the amount of $387,218.78 was previously paid by the Registrant in connection with the filing of a Registration Statement on Form S-4 (File No. 333-235993) (the "Form S-4") with the Securities and Exchange Commission (the "SEC") on January 21, 2020, as amended by Amendment No. 1 filed with the SEC on March 6, 2020. The Registrant did not sell any securities pursuant to the Form S-4, and the Form S-4 was withdrawn by the Registrant on May 29, 2020. Pursuant to Rule 457(p) under the Securities Act, the filing fee of $387,218.78 that was previously paid by the Registrant in connection with the Form S-4 (net of prior credits of $39,207.45) is being used to offset the filing fee of $25,830 that is required in connection with this offering.

Narrative Disclosure
The maximum aggregate amount of the securities to which the prospectus relates is 175,000. The maximum aggregate offering price of the securities to which the prospectus relates is $175,000,000.00. The prospectus is a final prospectus for the related offering.