TWFG, Inc 10-K for FY2024

TWFG, Inc. (TWFG)

10-K 2025-03-27 For: 2024-12-31

Added on April 07, 2026

About this 10-K

TWFG, Inc filed this 10-K on March 27, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $203.76M; up 18.4% from $172.04M a year earlier
Net income: $2.75M; compared with net income of $0 a year earlier
Diluted EPS: $0.19

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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	50
	Item 1C. Cybersecurity	50
	Item 2. Properties	51
	Item 3. Legal Proceedings	51
	Item 4. Mine Safety Disclosure	51
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	52
	Item 6. [Reserved]	53
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	54
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	78
	Item 8. Financial Statements and Supplementary Data	79
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	113
	Item 9A. Controls and Procedures	113
	Item 9B. Other Information	113
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	113
PART III
	Item 10. Directors, Executive Officers and Corporate Governance	114
	Item 11. Executive Compensation	114
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	114
	Item 13. Certain Relationships and Related Transactions, and Director Independence	114
	Item 14. Principal Accountant Fees and Services	114
PART IV
	Item 15. Exhibits and Financial Statement Schedules	115
	Item 16. Form 10-K Summary	118
Signatures		119


	Years Ended December 31,
	2024				2023				2022
	Amount		% of Total		Amount		% of Total		Amount		% of Total
Commission income	$	183,158	90	%	$	158,679	92	%	$	139,488	91	%
Contingent income	8,722		4		4,085		2		4,620		3
Fee income	10,562		5		8,311		5		8,296		5
Other income	1,318		1		968		1		1,471		1
Total revenues	$	203,760	100	%	$	172,043	100	%	$	153,875	100	%


	Years Ended December 31,
	2024				2023				2022
	Amount		% of Total		Amount		% of Total		Amount		% of Total
Revenues:
Commission income	$	183,158	90	%	$	158,679	92	%	$	139,488	91	%
Contingent income	8,722		4		4,085		2		4,620		3
Fee income	10,562		5		8,311		5		8,296		5
Other income	1,318		1		968		1		1,471		1
Total revenues	203,760		100	%	172,043		100	%	153,875		100	%
Operating expenses:
Commission expense	118,086		67	%	116,847		80	%	104,911		81	%
Salaries and employee benefits	29,064		17		13,970		10		12,240		9
Other administrative expenses	16,665		9		10,973		7		9,705		7
Depreciation and amortization	12,020		7		4,862		3		3,302		3
Total operating expenses	175,835		100	%	146,652		100	%	130,158		100	%
Operating income	27,925				25,391				23,717
Other non-operating income (expense)
Interest expense	2,223				1,003				398
Interest income	4,376				891				46
Other non-operating income (expense), net	9				(17)				(18)
Income before tax	30,087				25,262				23,347
Income tax expense	1,495				—				—
Net income from continuing operations	28,592				25,262				23,347
Net income (loss) from discontinued operation, net of tax	—				834				(2,733)
Net income	$	28,592			$	26,096			$	20,614


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




	Years Ended December 31,
	2024		2023		2022
Total revenues	$	203,760	$	172,043	$	153,875
Acquisition adjustments(1)	(3,687)		(4,052)		(375)
Contingent income	(8,722)		(4,085)		(4,620)
Fee income	(10,562)		(8,311)		(8,296)
Other income	(1,318)		(968)		(1,471)
Organic Revenue	$	179,471	$	154,627	$	139,113
Organic Revenue Growth(2)	$	22,746	$	15,514	$	26,209
Total Revenue Growth Rate(3)	18.4%		11.8%		23.2%
Organic Revenue Growth Rate(2)	14.5%		11.2%		23.2%



Revised Calculation Methodology Applied to Current Period
	Years Ended December 31,
	2024			2023			2022
Total revenues	$	203,760		$	172,043		$	153,875
Net income	$	28,592		$	26,096		$	20,614
Income tax expense	1,495			—			—
Acquisition-related expenses	20			204			—
Restructuring and related expenses	—			17			—
Discontinued operation income	—			(834)			2,733
Equity-based compensation	2,219			—			—
Other non-recurring items(1)	(1,220)			—			—
Amortization expense	11,721			4,594			3,019
Adjusted income before income taxes	42,827			30,077			26,366
Adjusted income tax expense(2)	(9,802)			—
Adjusted Net Income	$	33,025		$	30,077		$	26,366
Net Income Margin	14.0		%	15.2		%	13.4		%
Adjusted Net Income Margin	16.2		%	17.5		%	17.1		%



Legacy Calculation Methodology Applied to Current Period
	Years Ended December 31,
	2024				2023			2022
Total revenues	$	203,760			$	172,043		$	153,875
Net income	$	28,592			$	26,096		$	20,614
Income tax expense	1,495				—			—
Acquisition-related expenses	20			—	204			—
Restructuring and related expenses	—			—	17			—
Discontinued operation income	—			—	(834)			2,733
Equity-based compensation	2,219			—	—			—
Other non-recurring items(1)	(1,220)			—	—			—
Adjusted income before income taxes	31,106				25,483			23,347
Adjusted income tax expense(2)	(7,119)				—			—
Adjusted Net Income	$	23,987			$	25,483		$	23,347
Net Income Margin	14.0		%		15.2		%	13.4		%
Adjusted Net Income Margin	11.8		%		14.8		%	15.2		%



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

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


Year ended December 31, 2025	$	1,912
Year ended December 31, 2026	1,972
Year ended December 31, 2027	2,035
Total	$	5,919


			Page
Report of Independent Registered Public Accounting Firm			80
Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022			81
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022			82
Consolidated Balance Sheets as of December 31, 2024 and 2023			83
Consolidated Statements of Stockholders’/Members’ Equity for the years ended December 31, 2024, 2023 and 2022			84
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022			86
Notes to the Consolidated Financial Statements			88


	December 31,
	2024		2023
Assets
Current assets
Cash and cash equivalents	$	195,772	$	39,297
Restricted cash	9,551		7,171
Commissions receivable, net	27,067		19,082
Accounts receivable	7,839		5,982
Deferred offering costs	—		2,025
Other current assets, net	1,619		1,551
Total current assets	241,848		75,108
Non-current assets
Intangible assets, net	72,978		36,436
Property and equipment, net	3,499		597
Lease right-of-use assets, net	4,493		2,459
Other non-current assets	610		837
Total assets	$	323,428	$	115,437

Liabilities and Equity
Current liabilities
Commissions payable	$	13,848	$	12,487
Carrier liabilities	12,392		8,731

Operating lease liabilities, current	1,013		882
Short-term bank debt	1,912		2,437
Deferred acquisition payable, current	601		5,369
Other current liabilities	9,851		5,006
Total current liabilities	39,617		34,912
Non-current liabilities
Operating lease liabilities, net of current portion	3,372		1,518
Long-term bank debt	4,007		46,919
Deferred acquisition payable, non-current	1,122		1,037
Other non-current liabilities	24		—
Total liabilities	48,142		84,386
Commitment and contingencies (see Note 16)
Stockholders'/Members' Equity
Class A, B and C common units (631,750 units issued and outstanding at December 31, 2023)	—		632


Class A common stock ($0.01 par value per share - 300,000,000 authorized, 14,811,874 shares issued and outstanding at December 31, 2024)	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, 2024)	—		—
Class C common stock ($0.00001 par value per share - 100,000,000 authorized, 33,893,810 shares issued and outstanding at December 31, 2024)	—		—
Additional paid-in capital	58,365		25,114
Retained earnings	15,288		4,805
Accumulated other comprehensive income	83		500
Total stockholders' equity attributable to TWFG, Inc. /members’ equity	73,884		31,051
Noncontrolling interests	201,402		—
Total stockholders'/members' equity	275,286		31,051
Total liabilities and equity	$	323,428	$	115,437


	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’/Members' 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 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,
	2024				2023
	Amount		% of Total		Amount		% of Total
Policy fees	$	3,538	33	%	$	2,100	25	%
Branch fees	4,736		45		2,982		36
License fees	1,895		18		2,695		33
TPA fees	393		4		534		6
Total fee income	$	10,562	100	%	$	8,311	100	%


	Years Ended December 31,
	2023				2022
	Amount		% of Total		Amount		% of Total
Policy fees	$	2,100	25	%	$	2,600	31	%
Branch fees	2,982		36		1,661		20
License fees	2,695		33		3,486		42
TPA fees	534		6		549		7
Total fee income	$	8,311	100	%	$	8,296	100	%


	Years Ended December 31,
	2024				2023				2022
	Amount		% of Total		Amount		% of Total		Amount		% of Total
Offerings:
Insurance Services
Agency-in-a-Box	$	982,815	66	%	$	998,938	80	%	$	850,324	81	%
Corporate Branches	275,331		19		53,963		4		18,718		2
Total Insurance Services	1,258,146		85		1,052,901		84		869,042		83
TWFG MGA	218,214		15		195,194		16		185,422		17
Total written premium	$	1,476,360	100	%	$	1,248,095	100	%	$	1,054,464	100	%

Business Mix:
Insurance Services
Renewal business	$	975,657	66	%	$	827,112	66	%	$	639,733	61	%
New business	282,489		19		225,789		18		229,309		22
Total Insurance Services	1,258,146		85		1,052,901		84		869,042		83

TWFG MGA
Renewal business	163,105		11		165,348		13		137,690		13
New business	55,109		4		29,846		3		47,732		4
Total TWFG MGA	218,214		15		195,194		16		185,422		17
Total written premium	$	1,476,360	100	%	$	1,248,095	100	%	$	1,054,464	100	%

Written Premium Retention:
Insurance Services			93	%			95	%			87	%
TWFG MGA			84				89				90
Consolidated			91				94				88

Line of Business:
Personal lines	$	1,197,122	81	%	$	997,431	80	%	$	843,272	80	%
Commercial lines	279,238		19		250,664		20		211,192		20
Total written premium	$	1,476,360	100	%	$	1,248,095	100	%	$	1,054,464	100	%


			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, 2024								December 31, 2023
	Customer Lists		Computer Software		Non-Compete Agreements		Total		Customer Lists		Computer Software		Non-Compete Agreements		Total
Cost
Balance, beginning of period	$	48,997	$	7,858	$	275	$	57,130	$	29,177	$	8,472	$	275	$	37,924
Additions(1)	47,556		706		—		48,262		20,678		1,129		—		21,807
Disposals(2)	—		—		—		—		(858)		(1,743)		—		(2,601)
Balance, end of period	96,553		8,564		275		105,392		48,997		7,858		275		57,130
Accumulated amortization	25,482		6,660		272		32,414		14,779		5,684		231		20,694
Net carrying amount, end of period	$	71,071	$	1,904	$	3	$	72,978	$	34,218	$	2,174	$	44	$	36,436


	2024								2023
	Customer Lists		Computer Software		Non-Compete Agreements		Total		Customer Lists		Computer Software		Non-Compete Agreements		Total
Years Ended December 31,
Amortization expense	$	10,703	$	976	$	42	$	11,721	$	3,330	$	1,147	$	117	$	4,594


2025	$	1,200
2026	1,158
2027	709
2028	489
2029	320
Thereafter	1,426
Total undiscounted future lease payments	5,302
Less: imputed interest	(917)
Present value of lease liabilities	$	4,385


2025	$	2,513
2026	2,566
2027	2,296
2028	147
2029	120
Thereafter	—
Total	$	7,642


	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	14,811,874	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.	14,811,874	26.5	%
Noncontrolling interests	41,171,461	73.5	%
Total	55,983,335	100.0	%


	Number of Awards	Weighted-Average Grant Date Fair Value
Unvested balance - December 31, 2023	—	$	—
Granted	429,190	17.00
Converted to shares of Class A Common Stock upon vesting	—	—
Forfeited	(9,255)	17.00
Unvested balance - December 31, 2024	419,935	$	17.00




Numerator:
Net income attributable to TWFG, Inc. (basic)	$	2,745
Plus: Income attributed to dilutive shares	32
Net income attributable to common stockholders (diluted)	$	2,777

Denominator:
Weighted average common stock outstanding (basic)	14,772,115
Effect of potentially dilutive securities:
RSUs	210,294


Weighted average common stock outstanding (diluted)	14,982,409

Earnings per share
Basic	$	0.19
Diluted	$	0.19


			Year Ended December 31,
			2024

Class B Voting Stock			7,277,651
Class C Voting Stock			33,893,810
			41,171,461


	Twelve Months Ended December 31,
	2024		2023		2022
Total revenues	$	203,760	$	172,043	$	153,875
Less:
Commission expense	118,086		116,847		104,911
Salaries and employee benefits	29,064		13,970		12,240
Technology expense	4,246		2,483		2,489
Consultant and other professional fees	3,527		1,497		941
Depreciation and amortization	12,020		4,862		3,302
Other segment items (1)	8,883		7,010		6,293
Interest expense	2,223		1,003		398
Interest income	(4,376)		(891)		(46)
Income tax expense	1,495		—		—
Net income from continuing operations	28,592		25,262		23,347
Net Income (loss) from discontinued operation, net of tax	—		834		(2,733)
Segment and consolidated net income	$	28,592	$	26,096	$	20,614


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 Certi ficate (inc orporated 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*						D escription of Registrant ’s Secu rities

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)

10.8+						Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 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 Inter est , Inc. (as predecessor of TWFG Holding Company, LLC ), as Borrower, and Compass Bank, as Lender, dated effective as of June 5, 2017 (incorp orated 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 Lende rs party thereto and PNC Ban k, National Association, as Administrative Age nt , Swingline Loan Lender and Issuing Lender

10.22						I ntercompany 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 Reg istration Statement on Form S-1 (File No. 333-280439) filed on June 24, 2024)

19.1*						TWFG, Inc. Insider Trading Policy

19.2*						TWFG, Inc. Supplemental Policy Concerning Trading in Company Securities by Certain Designated Persons

21.1*						List of Subsidiaries

23.1*						C onsent 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. Clawback Policy


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