TWFG, Inc 10-K for FY2025

TWFG, Inc. (TWFG)

10-K 2026-03-10 For: 2025-12-31

Added on April 07, 2026

About this 10-K

TWFG, Inc filed this 10-K on March 10, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $248.51M; up 22.0% from $203.76M a year earlier
Net income: $41.17M; up 44.0% from net income of $28.59M a year earlier
Diluted EPS: $0.53; up 178.9% from $0.19 a year earlier

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Delaware									99-0603906
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

10055 Grogans Mill Rd. Suite 500 The Woodlands, Texas									77380
(Address of Principal Executive Offices)									(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	TWFG	The Nasdaq Stock Market LLC


		Page
PART I
	Item 1. Business	1
	Item 1A. Risk Factors	14
	Item 1B. Unresolved Staff Comments	45
	Item 1C. Cybersecurity	45
	Item 2. Properties	46
	Item 3. Legal Proceedings	46
	Item 4. Mine Safety Disclosures	46
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	47
	Item 6. [Reserved]	48
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	49
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	70
	Item 8. Financial Statements and Supplementary Data	71
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	108
	Item 9A. Controls and Procedures	108
	Item 9B. Other Information	108
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	109
PART III
	Item 10. Directors, Executive Officers and Corporate Governance	110
	Item 11. Executive Compensation	110
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	110
	Item 13. Certain Relationships and Related Transactions, and Director Independence	110
	Item 14. Principal Accountant Fees and Services	110
PART IV
	Item 15. Exhibits and Financial Statement Schedules	111
	Item 16. Form 10-K Summary	114
Signatures		115


	Years Ended December 31,
	2025				2024
	Amount		% of Total		Amount		% of Total
Commission income	$	220,968	89	%	$	183,158	90	%
Contingent income	13,111		5		8,722		4
Fee income	12,992		5		10,562		5
Other income	1,441		1		1,318		1
Total revenues	$	248,512	100	%	$	203,760	100	%


	Years Ended December 31,
	2025				2024
	Amount		% of Total		Amount		% of Total
Revenues:
Commission income	$	220,968	89	%	$	183,158	90	%
Contingent income	13,111		5		8,722		4
Fee income	12,992		5		10,562		5
Other income	1,441		1		1,318		1
Total revenues	248,512		100	%	203,760		100	%
Operating expenses:
Commission expense	133,518		63	%	118,086		67	%
Salaries and employee benefits	37,636		18		29,064		17
Other administrative expenses	22,020		10		16,665		9
Depreciation and amortization	18,353		9		12,020		7
Total operating expenses	211,527		100	%	175,835		100	%
Operating income	36,985				27,925
Other non-operating income (expense)
Interest expense	(287)				(2,223)
Interest income	6,607				4,376
Other non-operating income (expense), net	1,140				9
Income before tax	44,445				30,087
Income tax expense	3,279				1,495


Net income	$	41,166			$	28,592


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




Revised Calculation Methodology Applied to Current Period
	Years Ended December 31,
	2025			2024
Total Revenues	$	248,512		$	203,760
Acquisition adjustments(1)	(17,986)			(3,687)
Contingent income	(13,111)			(8,722)
Fee income	(12,992)			(10,562)
Other income	(1,441)			(1,318)
Policy fee income	4,392			3,538
Organic Revenue	$	207,374		$	183,009

Prior year Organic Revenue reported	$	179,471		$	154,627
Commission income at 12-month post acquisitions	3,687			2,098
Prior year policy fees	3,538			2,100
Other adjustments(2)	(904)			—
Organic Revenue denominator	$	185,792		$	158,825

Organic Revenue	$	207,374		$	183,009
Organic Revenue denominator	185,792			158,825
Organic Revenue Growth	$	21,582		$	24,184
Total Revenue Growth Rate(3)	22.0		%	18.4		%
Organic Revenue Growth Rate(4)	11.6		%	15.2		%




Legacy Calculation Methodology Applied to Current Period
	Years Ended December 31,
	2025			2024
Total Revenues	$	248,512		$	203,760
Acquisition adjustments (1)	(17,986)			(3,687)
Contingent income	(13,111)			(8,722)
Fee income	(12,992)			(10,562)
Other income	(1,441)			(1,318)
Organic Revenue	$	202,982		$	179,471

Prior year Organic Revenue reported	$	179,471		$	154,627
Commission income at 12-month post acquisitions	3,687			2,098
Other adjustments(2)	(904)			—
Organic Revenue denominator	$	182,254		$	156,725

Organic Revenue	$	202,982		$	179,471
Organic Revenue denominator	182,254			156,725
Organic Revenue Growth	$	20,728		$	22,746
Total Revenue Growth Rate(3)	22.0		%	18.4		%
Organic Revenue Growth Rate(4)	11.4		%	14.5		%


Year ending December 31, 2026	$	1,972
Year ending December 31, 2027	2,035

Total	$	4,007


	Years Ended December 31,
	2025		2024		Variance
Net cash provided by operating activities from continuing operations	$	53,501	$	40,479	$	13,022
Net cash (used in) investing activities from continuing operations	(70,378)		(25,055)		(45,323)
Net cash (used in) provided by financing activities from continuing operations	(20,546)		143,431		(163,977)
Net change in cash, cash equivalents and restricted cash from continuing operations	(37,423)		158,855		(196,278)
Cash, cash equivalents and restricted cash from continuing operations, beginning of period	205,323		46,468		158,855
Cash, cash equivalents and restricted cash from continuing operations, end of period	$	167,900	$	205,323	$	(37,423)
Cash paid during the period for interest	$	194	$	2,298	$	(2,104)
Cash paid during the period for taxes	$	3,268	$	—	$	3,268


			Page
Report of Independent Registered Public Accounting Firm			72
Consolidated Statements of Income			73
Consolidated Statements of Comprehensive Income (Loss)			74
Consolidated Balance Sheets			75
Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Stockholders ’/Members ’ Equity			76
Consolidated Statements of Cash Flows			78
Notes to the Consolidated Financial Statements			80
N ote 1. Organization and Ba sis of Presentation			80
N ote 2. Summary of Significant Accounting Policies			81
N ote 3. R evenues			89
N ote 4. Intangible Assets and Acquisi tions			90
N ote 5. Operating Leases			92
N ote 6. Derivatives			93
N ote 7. Other Current Liab ilities			93
N ote 8. Debt and Deferred Acquisition Payables			94
N ote 9. Fair Value Measurements			95
N ote 10. Stockhold ers ’ Equity			97
N ote 11. Stock-Based Compensation			99
N ote 12. Income Taxes			100
N ote 13. Defined Contribution Plan			103
N ote 14. Related Party Transactions			103
N ote 15. Earnings Per Share			104
N ote 16. Discontinued Operation			105
N ote 17. Litigation and Contingencies			106
N ote 18. Segment			106
N ote 19. Subsequent Events			107


	December 31,
	2025		2024
Assets
Current assets
Cash and cash equivalents	$	155,926	$	195,772
Restricted cash	11,974		9,551
Commissions receivable, net	37,322		27,067
Accounts receivable	7,469		7,839

Other current assets, net	12,827		1,619
Total current assets	225,518		241,848
Non-current assets
Intangible assets, net	138,632		72,978
Property and equipment, net	3,307		3,499
Lease right-of-use assets, net	4,189		4,493
Other non-current assets	689		610
Total assets	$	372,335	$	323,428

Liabilities, Redeemable Noncontrolling Interest and Equity
Current liabilities
Commissions payable	$	15,168	$	13,848
Carrier liabilities	13,811		12,392
Operating lease liabilities	1,320		1,013
Short-term bank debt	1,972		1,912
Deferred acquisition payables	1,505		601
Other current liabilities	10,308		9,851
Total current liabilities	44,084		39,617
Non-current liabilities
Operating lease liabilities	2,897		3,372
Long-term bank debt	2,035		4,007
Deferred acquisition payables	6,669		1,122
Other non-current liabilities	—		24
Total liabilities	55,685		48,142
Commitment and contingencies (see Note 17)
Redeemable noncontrolling interest	17,901		—
Stockholders' Equity
Class A common stock ($0.01 par value per share - 300,000,000 authorized 15,028,681 and 14,811,874 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively)	150		148
Class B common stock ($0.00001 par value per share - 100,000,000 authorized 7,277,651 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively)	—		—
Class C common stock ($0.00001 par value per share -100,000,000 authorized 33,893,810 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively)	—		—
Additional paid-in capital	59,951		58,365
Retained earnings	23,251		15,288
Accumulated other comprehensive income	30		83
Total stockholders' equity attributable to TWFG, Inc.	83,382		73,884
Noncontrolling interests	215,367		201,402
Total stockholders' equity	298,749		275,286
Total liabilities, redeemable noncontrolling interest, and equity	$	372,335	$	323,428


	Class A Common Stock		Class B Voting Stock			Class C Voting Stock
		Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity Attributable to TWFG, Inc./ Members' Equity		Noncontrolling Interests		Total Stockholders’ Equity		Redeemable Noncontrolling Interest
Balance at December 31, 2024		14,811,874	$	148	7,277,651	$	—	33,893,810	$	—	$	58,365	$	15,288	$	83	$	73,884	$	201,402	$	275,286	$	—
Net income		—	—		—	—		—	—		—		1,338		—		1,338		5,515		6,853		—

Cash distributions to members		—	—		—	—		—	—		—		—		—		—		(2,024)		(2,024)		—
Other comprehensive loss		—	—		—	—		—	—		—		—		(18)		(18)		(50)		(68)		—
Stock-based compensation		—	—		—	—		—	—		1,204		—		—		1,204		—		1,204		—
Vesting of restricted stock units		134,018	1		—	—		—	—		—		—		—		1		—		1		—
Tax withholding on vesting of equity awards		(41,809)	—		—	—		—	—		(1,195)		—		—		(1,195)		—		(1,195)		—
Balance at March 31, 2025		14,904,083	$	149	7,277,651	$	—	33,893,810	$	—	$	58,374	$	16,626	$	65	$	75,214	$	204,843	$	280,057	$	—
Net income		—	—		—	—		—	—		—		1,957		—		1,957		6,970		8,927		73

Cash distributions to members		—	—		—	—		—	—		—		—		—		—		(11,239)		(11,239)		—
Other comprehensive loss		—	—		—	—		—	—		—		—		(13)		(13)		(37)		(50)		—
Acquisition of TWFG MGA FL, LLC		—	—		—	—		—	—		—		—		—		—		—		—		9,688
Stock-based compensation		—	—		—	—		—	—		1,515		—		—		1,515		—		1,515		—
Vesting of restricted stock units		—	—		—	—		—	—		—		—		—		—		—		—		—

Balance at June 30, 2025		14,904,083	$	149	7,277,651	$	—	33,893,810	$	—	$	59,889	$	18,583	$	52	$	78,673	$	200,537	$	279,210	$	9,761
Net income		—	—		—	—		—	—		—		1,722		—		1,722		7,033		8,755		865

Cash distributions to members		–	—		—	—		—	—		—		—		—		—		(2,587)		(2,587)		—
Other comprehensive loss		–	—		–	—		–	—		—		—		(12)		(12)		(29)		(41)		—
Acquisition of TWFG MGA FL, LLC		–	—		–	—		–	—		—		—		—		—		—		—		801
Stock-based compensation		–	—		–	—		–	—		987		—		—		987		—		987		—
Vesting of restricted stock units		151,174	1		–	—		–	—		—		—		—		1		—		1		—
Tax withholding on vesting of equity awards		(49,831)	—		–	—		–	—		(1,562)		—		—		(1,562)		—		(1,562)		—
Shelf registration costs		–	—		–	—		–	—		(445)		—		—		(445)		—		(445)		—
Balance at September 30, 2025		15,005,426	$	150	7,277,651	$	—	33,893,810	$	—	$	58,869	$	20,305	$	40	$	79,364	$	204,954	$	284,318	$	11,427
Net income		–	–		–	–		–	–		—		2,946		—		2,946		10,452		13,398		2,295

Cash distributions to members		–	–		–	–		–	–		—		—		—		—		(12)		(12)		—
Other comprehensive loss		–	–		–	–		–	–		—		—		(10)		(10)		(27)		(37)		—
Acquisition of TWFG MGA FL, LLC		–	—		–	—		–	—		—		—		—		—		—		—		4,179
Stock-based compensation		–	—		–	—		–	—		872		—		—		872		—		872		—
Vesting of restricted stock units		–	—		–	—		–	—		—		—		—		—		—		—		—
Tax withholding on vesting of equity awards		–	—		–	—		–	—		(389)		—		—		(389)		—		(389)		—

Equity issuance per acquisitions		23,255	—		–	—		–	—		599		—		—		599		—		599		—
Balance at December 31, 2025		15,028,681	$	150	7,277,651	$	—	33,893,810	$	—	$	59,951	$	23,251	$	30	$	83,382	$	215,367	$	298,749	$	17,901


	Members’ Equity			Class A Common Stock			Class B Voting Stock			Class C Voting Stock
	Units	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity Attributable to TWFG, Inc./ Members' Equity		Noncontrolling Interests		Total Stockholders’ Equity
Balance at December 31, 2023	631,750	$	632	—	$	—	—	$	—	—	$	—	$	25,114	$	4,805	$	500	$	31,051	$	—	$	31,051
Net income	—	—		—	—		—	—		—	—		—		6,629		—		6,629		—		6,629
Shares issued	27,689	28		—	—		—	—		—	—		30,018		—		—		30,046		—		30,046
Cash distributions to members	—	—		—	—		—	—		—	—		—		(2,420)		—		(2,420)		—		(2,420)
Other comprehensive income	—	—		—	—		—	—		—	—		—		—		23		23		—		23
Balance at March 31, 2024	659,439	$	660	—	$	—	—	$	—	—	$	—	$	55,132	$	9,014	$	523	$	65,329	$	—	$	65,329
Net income	—	—		—	—		—	—		—	—		—		6,918		—		6,918		—		6,918
Cash distributions to members	—	—		—	—		—	—		—	—		—		(4,679)		—		(4,679)		—		(4,679)
Other comprehensive loss	—	—		—	—		—	—		—	—		—		—		(56)		(56)		—		(56)
Balance at June 30, 2024	659,439	$	660	—	$	—	—	$	—	—	$	—	$	55,132	$	11,253	$	467	$	67,512	$	—	$	67,512
Net income prior to the Reorganization Transactions and IPO (see Note 1)	—	—		—	—		—	—		—	—		—		1,290		—		1,290		—		1,290
Other comprehensive loss prior to the Reorganization Transactions and IPO	—	—		—	—		—	—		—	—		—		—		(33)		(33)		—		(33)
Balance at Balance Prior to the Reorganization Transactions	659,439	$	660	—	$	—	—	$	—	—	$	—	$	55,132	$	12,543	$	434	$	68,769	$	—	$	68,769
Effect of the Reorganization Transactions	(659,439)	(660)		2,161,874	22		7,277,651	—		33,893,810	—		(191,733)		—		(319)		(192,690)		192,690		—
Issuance of Class A common stock at the IPO, net of underwriting costs	—	—		12,650,000	126		—	—		—	—		200,548		—		—		200,674		—		200,674
Capitalized offering costs	—	—		—	—		—	—		—	—		(7,800)		—		—		(7,800)		—		(7,800)
Net income after the Reorganization Transactions and IPO	—	—		—	—		—	—		—	—		—		1,154		—		1,154		4,449		5,603
Other comprehensive loss after the Reorganization Transactions and IPO	—	—		—	—		—	—		—	—		—		—		(33)		(33)		(91)		(124)
Stock-based compensation	—	—		—	—		—	—		—	—		1,012		—		—		1,012		—		1,012
Balance at September 30, 2024	—	$	—	14,811,874	$	148	7,277,651	$	—	33,893,810	$	—	$	57,159	$	13,697	$	82	$	71,086	$	197,048	$	268,134
Net income	—	—		—	—		—	—		—	—		—		1,591		—		1,591		6,561		8,152
Cash distributions to members	—	—		—	—		—	—		—	—		—		—		—		—		(2,208)		(2,208)
Other comprehensive income	—	—		—	—		—	—		—	—		—		—		1		1		1		2
Stock-based compensation	—	—		—	—		—	—		—	—		1,206		—		—		1,206		—		1,206
Balance at December 31, 2024	–	$	—	14,811,874	$	148	7,277,651	$	—	33,893,810	$	—	$	58,365	$	15,288	$	83	$	73,884	$	201,402	$	275,286



						Total Written Premium ($MM)


	Years Ended December 31,
	2025				2024
	Amount		% of Total		Amount		% of Total
Offerings:
Insurance Services
Agency-in-a-Box	$	1,119,536	65	%	$	982,815	66	%
Corporate Branches	343,922		20		275,331		19
Total Insurance Services	1,463,458		85		1,258,146		85
TWFG MGA	268,972		15		218,214		15
Total written premium	$	1,732,430	100	%	$	1,476,360	100	%

Business Mix:
Insurance Services
Renewal business	$	1,142,481	66	%	$	975,657	66	%
New business	320,977		19		282,489		19
Total Insurance Services	1,463,458		85		1,258,146		85

TWFG MGA
Renewal business	182,177		11		163,105		11
New business	86,795		4		55,109		4
Total TWFG MGA	268,972		15		218,214		15
Total written premium	$	1,732,430	100	%	$	1,476,360	100	%

Written Premium Retention:
Insurance Services			91	%			93	%
TWFG MGA			83	%			84	%
Consolidated			90	%			91	%

Line of Business:
Personal lines	$	1,415,201	82	%	$	1,197,122	81	%
Commercial lines	317,229		18		279,238		19
Total written premium	$	1,732,430	100	%	$	1,476,360	100	%


	Years Ended December 31,
	2025				2024
	$ Change		% Change		$ Change		% Change
Offerings:
Insurance Services
Agency-in-a-Box	$	136,721	14	%	$	(16,123)	(2)	%
Corporate Branches	68,591		25		221,368		410
TWFG MGA	50,758		23		23,020		12
Total change in written premium	$	256,070	17	%	$	228,265	18	%

Business Mix:
Insurance Services
Renewal business	$	166,824	17	%	$	148,545	18	%
New business	$	38,488	14	%	$	56,700	25	%

TWFG MGA
Renewal business	$	19,072	12	%	$	(2,243)	(1)	%
New business	$	31,686	57	%	$	25,263	85	%

Consolidated Business Mix:
Consolidated renewal business	$	185,896	13	%	$	146,302	12	%
Consolidated new business	70,174		5		81,963		7
Total change in written premium	$	256,070	17	%	$	228,265	18	%


	Years Ended December 31,
	2025		2024
Earnings per share of common stock – diluted	$	0.53	$	0.19
Plus: Impact of all LLC Units exchanged for Class A Common Stock(1)	0.20		0.32
Plus: Adjustments to Adjusted net income(2)	0.17		0.08
Adjusted Diluted Earnings Per Share	$	0.90	$	0.59

Weighted average common stock outstanding – diluted	15,100,190		14,982,409
Plus: Impact of all LLC Units exchanged for Class A Common Stock(1)	41,171,461		41,171,461
Adjusted Diluted Earnings Per Share diluted share count	56,271,651		56,153,870


			Useful Life
Automobiles			5 years
Computer equipment			5 years
Furniture and fixtures			7 years
Leasehold improvements			Lesser of the estimated useful life or the underlying lease term
Office equipment			5 - 7 years


	December 31, 2025										December 31, 2024
	Customer Lists		Computer Software		Non-Compete Agreements		Customer Relationship		Total		Customer Lists		Computer Software		Non-Compete Agreements		Total
Cost
Balance, beginning of period	$	96,553	$	8,564	$	275	$	—	$	105,392	$	48,997	$	7,858	$	275	$	57,130
Additions(1)	54,185		652		—		29,395		84,232		47,556		706		—		48,262
Disposals(2)	(1,159)		—		—		—		(1,159)		—		—		—		—
Balance, end of period	149,579		9,216		275		29,395		188,465		96,553		8,564		275		105,392
Accumulated amortization	40,060		7,364		275		2,134		49,833		25,482		6,660		272		32,414
Net carrying amount, end of period	$	109,519	$	1,852	$	—	$	27,261	$	138,632	$	71,071	$	1,904	$	3	$	72,978


	2025										2024
	Customer Lists		Computer Software		Non-Compete Agreements		Customer Relationship		Total		Customer Lists		Computer Software		Non-Compete Agreements		Total
Years Ended December 31,
Amortization expense	$	14,971	$	704	$	3	$	2,134	$	17,812	$	10,703	$	976	$	42	$	11,721


2026	$	1,534
2027	951
2028	627
2029	417
2030	357
Thereafter	1,135
Total undiscounted future lease payments	5,021
Less: imputed interest	(803)
Present value of lease liabilities	$	4,218


	Fair Value Hierarchy
	Level 1				Level 2				Level 3
	Years Ended December 31,				Years Ended December 31,				Years Ended December 31,
	2025		2024		2025		2024		2025		2024
Assets:
Interest rate swap(1)	$	—	$	—	$	116	$	312	$	—	$	—
Total assets measured at fair value	$	—	$	—	$	116	$	312	$	—	$	—

Liabilities:
Contingent Considerations(2)	$	—	$	—	$	—	$	—	$	7,052	$	—
Total liabilities measured at fair value	$	—	$	—	$	—	$	—	$	7,052	$	—


	Year Ended December 31,
	2025
	Carrying Value		Fair Value
Balance at beginning of year	—		—
Change in fair value of contingent consideration	—		—
Fair value of current contingent consideration issuances	1,912		1,912
Fair value of long-term contingent consideration issuances	6,140		5,910
Less: settlement of contingent considerations	(1,000)		(1,000)
Balance at end of year	$	7,052	$	6,822


	Authorized	Par Value		Issued & Outstanding	Votes per share	Economic Rights
Preferred Stock	50,000,000	$	0.01	None

Common stock:
Class A(1)	300,000,000	$	0.01	15,028,681	1	Yes
Class B(1)	100,000,000	$	0.00001	7,277,651	1	No
Class C(2)	100,000,000	$	0.00001	33,893,810	10	No


Owner	Unit Owned	Ownership percentage
TWFG, Inc.	15,028,681	26.7	%
Noncontrolling interests	41,171,461	73.3	%
Total	56,200,142	100.0	%


	Number of Awards	Weighted-Average Grant Date Fair Value
Unvested balance - December 31, 2023	—	$	—
Granted	429,190	$	17.00

Forfeited	(9,255)	$	17.00
Unvested balance - December 31, 2024	419,935	$	17.00
Granted	52,079	$	30.88
Vested	(285,192)	$	17.00
Forfeited	(1,638)	$	17.00
Unvested balance - December 31, 2025	185,184	$	20.90


	Year Ended December 31,
	2023
Revenue	$	1,240
Less: Operating expenses	450
Operating income	790
Less: Income tax benefit	(44)
Net income from discontinued operation, net of tax	$	834


Exhibit number						Description

3.1						Amended and Restated Certificate of Incorporation of TWFG, Inc., dated July 17, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42177) filed on July 23, 2024)

3.2						Amended and Restated By-Laws of TWFG, Inc., dated July 17, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42177) filed on July 23, 2024)

4.1						Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

4.2						Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-42177) filed on March 27, 2025).

10.1						Third Amended and Restated Limited Liability Company Agreement of TWFG Holding Company, LLC, dated as of July 17, 2024, among TWFG Holding Company, LLC, TWFG, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-42177) filed on July 23, 2024)

10.2						Registration Rights Agreement, dated as of July 19, 2024, by and among TWFG, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42177) filed on July 23, 2024)

10.3						Tax Receivable Agreement, dated as of July 19, 2024, by and among TWFG, Inc., TWFG Holding Company, LLC and each member of TWFG Holding Company, LLC party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42177) filed on July 23, 2024)

10.4						Reorganization Agreement, dated as of July 17, 2024, by and among TWFG, Inc., TWFG Holding Company, LLC and the other signatories party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-42177) filed on July 23, 2024)

10.5+						TWFG, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-42177) filed on July 23, 2024)

10.6+						Form of TWFG, Inc. 2024 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Employees) (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.7						Form of TWFG, Inc. 2024 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K (File No. 001-42177) filed on March 27, 2025)

10.8+						Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No. 001-42177) filed on July 23, 2024)

10.9^						Second Amended and Restated Credit Agreement between RFB Interest, Inc. (as predecessor of TWFG Holding Company, LLC), as Borrower, and Compass Bank, as Lender, dated effective as of June 5, 2017 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)


10.10^						First Amendment to Second Amended and Restated Credit Agreement, dated as of March 22, 2018, by and between TWFG Holding Company, LLC, as Borrower, and Compass Bank, as Lender (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.11						Second Amendment to Second Amended and Restated Credit Agreement, effective as of June 4, 2018, by and between TWFG Holding Company, LLC, as Borrower, and Compass Bank, as Lender (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.12^						Third Amendment to Second Amended and Restated Credit Agreement, effective as of June 30, 2019, by and between TWFG Holding Company, LLC, as Borrower, and BBVA USA, as Lender (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.13^						Fourth Amendment to Second Amended and Restated Credit Agreement, effective as of June 29, 2020, by and between TWFG Holding Company, LLC, as Borrower, and BBVA USA, as Lender (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.14^						Fifth Amendment to Second Amended and Restated Credit Agreement, dated as of December 4, 2020, by and between TWFG Holding Company, LLC, as Borrower, and BBVA USA, as Lender (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.15^						Sixth Amendment to Second Amended and Restated Credit Agreement, effective as of June 29, 2021, by and between TWFG Holding Company, LLC, as Borrower, and BBVA USA, as Lender (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.16^						Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of August 5, 2022, by and between TWFG Holding Company, LLC, as Borrower, and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.17^						Eighth Amendment to Second Amended and Restated Credit Agreement, dated as of December 19, 2022, by and among TWFG Holding Company, LLC, as Borrower, TWFG General Agency, LLC and TWFG Insurance Services, LLC, as Guarantors, and PNC Bank, National Association, as Bank (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.18^						Ninth Amendment to Second Amended and Restated Credit Agreement, dated as of May 23, 2023, by and among TWFG Holding Company, LLC, as Borrower, TWFG General Agency, LLC and TWFG Insurance Services, LLC, as Guarantors, and PNC Bank, National Association, as Bank (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.19^						Credit Agreement, by and among TWFG Holding Company, LLC, the Guarantors party thereto, the Lenders party thereto, PNC Bank, National Association, as Administrative Agent, Swingline Loan Lender and Issuing Lender, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner, dated as of May 23, 2023 (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.20^						First Amendment to Credit Agreement, dated as of June 20, 2024, by and among TWFG Holding Company, LLC, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, Swingline Loan Lender and Issuing Lender (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)


10.21						Second Amendment to Credit Agreement, dated as of October 3, 2024, by and among TWFG Holding Company, LLC, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, Swingline Loan Lender and Issuing Lender (incorporated by reference to Exhibit 10.21 to the Registrant ’s Annual Report on Form 10-K (File No. 001-42177) filed on March 27, 2025)

10.22						Intercompany Services & Cost Allocation Agreement by and among RFB Interests, Inc. DBA The Woodlands Financial Group (TWFG) and its subsidiaries signatories thereto, effective as of January 1, 2017 (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.23						First Amendment to Intercompany Services & Cost Allocation Agreement by and among RFB Interests, Inc. DBA The Woodlands Financial Group (TWFG) and its subsidiaries signatories thereto, dated as of February 3, 2020 (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.24						Second Amendment to Intercompany Services & Cost Allocation Agreement by and among TWFG Holding Company, LLC and its subsidiaries signatories thereto, dated as of June 1, 2022 (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.25						Amended Managing General Agency and Claims Administration Agreement by and between The Woodlands Insurance Company and TWFG General Agency, LLC dated as of September 1, 2024 (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-42177) filed on November 13, 2024)

10.26						Office Lease Agreement, dated as of November 12, 2024, by and between Parkwood 2, LLC and TWFG Holding Company, LLC (incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-42177) filed on November 13, 2024)

10.27						Form of Independent Agent Agreement (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.28						Form of Branch Agreement (Agency With Existing Book) (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

10.29						Form of Branch Agreement (New Insurance Agency) (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)
10.30						Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-42177) filed on April 8, 2025)

10.31^						Form of Employee Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-42177) filed on April 8, 2025

10.32						Amended Managing General Agency and Claims Administration Agreement by and between The Woodlands Insurance Company and TWFG General Agency, LLC dated as of September 1, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report (File No. 001-42177) on Form 10-Q filed on November 12, 2025)

10.33*						First Amendment to Office Lease Agreement, dated as of December 15, 202 5 , by and between Parkwood 2, LLC and TWFG Holding Company, LLC

19.1						TWFG, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10-K (File No. 001-42177) filed on March 27, 2025)

19.2*						TWFG, Inc Amended & Restated Supplemental Insider Trading Policy


21.1						List of Subsidiaries (incorporated by ref erence to Exh ibit 4.2 to the Registrant ’s Annual Report on Form 10-K (File No. 001-42177) filed on March 27, 2025)

23.1*						Consent of Deloitte & Touche LLP

31.1*						Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1*						TWFG, Inc Amended Clawback Policy, dated as of November 7, 2025

101.INS						XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						XBRL Schema Document

101.CAL						XBRL Calculation Linkbase Document

101.LAB						XBRL Label Linkbase Document

101.PRE						XBRL Presentation Linkbase Document

101.DEF						XBRL Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL)