Green Bancorp, Inc. Announces Launch of Initial Public Offering of Common Stock

Green Bancorp, Inc. (the “Company”), the parent holding company of Green Bank, N.A., today announced the launch of its initial public offering of 4,687,500 shares of its common stock. The initial public offering price is expected to be between $15.00 and $17.00 per share. The underwriters will have the option to purchase up to an additional 703,125 shares of common stock from the Company. The Company has applied to list its common stock on the NASDAQ Global Select Market under the symbol "GNBC."

The Company intends to use the net proceeds from the offering to pay a portion of the purchase price of its proposed acquisition of SP Bancorp, Inc., which owns SharePlus Bank, a Texas charted state bank and for general corporate purposes.

Sandler O’Neill + Partners, L.P., Jefferies LLC, J.P. Morgan, RBC Capital Markets and Keefe, Bruyette & Woods are acting as joint book-running managers for the offering.

The offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the offering may be obtained from Sandler O’Neill + Partners, L.P., Attention: Prospectus Department, 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, telephone: 1-866-805-4128 or email: syndicate@sandleroneill.com; or Jefferies, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, telephone: 877-547-6340 or email: prospectus_department@jefferies.com.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Green Bancorp, Inc.

Headquartered in Houston, Green Bancorp, Inc. is a bank holding company that operates Green Bank, N.A., in Houston, Dallas and Austin. Commercial-focused, Green Bank is a federally chartered bank regulated by the Office of the Comptroller of the Currency, a division of the Department of the Treasury of the United States.

Forward‐Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including with respect to the proposed initial public offering and the Company’s proposed use of proceeds. Forward-looking statements may generally be identified by the use of words such as “anticipate,” “believe,” “expect,” “intends,” “plan,” and “will” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by the Company in this press release speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.