What changed in this filing

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Item 1. Business

2026-03-10 compared with 2025-03-27 · 102 added, 120 removed, 209 unchanged (52% of the section changed)

We are a leading, high-growth, independent distribution platform for personal and commercial insurance in the United States.

We are a leading, high-growth, independent distribution platform for personal and commercial insurance in the U.S.

We are pioneers in the insurance industry, developing an agency model built on innovation and experience with what we believe is a more flexible approach than traditional distribution models.

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Since our founding in 2001 by our Chief Executive Officer, Richard F.

(“Gordy”) Bunch III, we have established a track record of creating solutions for independent agents, insurance carriers and our Clients, with sustainable growth regardless of economic and P&C pricing cycles.

Our business model, developed by agents for agents, serves over 2,500 TWFG Agencies and offers a distinctive level of autonomy and entrepreneurial opportunity.

(“Gordy”) Bunch III, we have established a track record of creating solutions for independent agents, insurance carriers and our Clients, with growth regardless of economic and P&C pricing cycles.

Our business model, developed by agents for agents, serves over 3,000 TWFG Agencies and offers a differentiated level of autonomy and entrepreneurial opportunity.

We provide TWFG Agencies with resources, technology, training and insurance carrier access to succeed in an increasingly complex market.

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We operate on a singular, integrated agency management system that equips TWFG Agencies with advanced tools for efficient Client management, policy management and communication in a cost-effective manner.

We have primarily used cash flow fro m operations to improve technology, fund M&A, recruit talent, create programs and expand services to support TWFG Agencies.

As a P&C distribution company, our total P&C addressable market for Total Written Premium in the United States was approximately $968.7 billion as of 2023, according to S&P Global Market Intelligence.

Based on revenue, we are the eighth largest personal lines agency in the United States and the 27th largest agency across all lines of business, according to the Insurance Journal’s 2024 Top 100 Property/Casualty Agencies.

For the years ended December 31, 2024 and 2023, we generated revenue of $203.8 million and $172.0 million, respectively, representing year-over-year growth of 18.4%, including Organic Revenue Growth of 14.5% year-over-year.

Our compound annual growth rate, or CAGR, in Total Written Premium and total revenue for the period from January 1, 2019 through December 31, 2024 were 19.2% and 19.2%, respectively.

This growth has been primarily driven by our ability to attract productive agents to our platform, TWFG Agencies’ success in winning new business and our ability to retain and expand renewal business.

We are a profitable company with strong earnings generation and conversion of net income to Adjusted Free Cash Flow.

For the year ended December 31, 2024, we generated $28.6 million of net income, $33.0 million of Adjusted Net Income and $45.3 million of Adjusted EBITDA.

Total Written Premium ($MM)

Premium CAGR:

Total Revenue ($MM)

Revenue CAGR :

We have successfully worked with independent agents for over 20 years, building a platform that exceeded $1 billion of Total Written Premium in each of th e last three years.

As of December 31, 2024 , our distribution platform encompassed over 500 Branches across 32 states and the District of Columbia within our Insurance Services offering and over 2,100 MGA Agencies across 42 states within our TWFG MGA offering.

We have worked with independent agents for over 25 years, building a platform that exceeded $1.7 billion of Total Written Premium for the year ended December 31, 2025 .

As of December 31, 2025 , our distribution platform encompassed ove r 550 Branches (as defined below) across 34 states and the District of Columbia within our Insurance Services offering and over 2,750 MGA Agencies across 43 states w ithin our TWFG MGA offering.

Within our Insurance Services offering, we have (i) independent agencies or Agencies-in-a-Box, (the “Branches”) and (ii) branches that we wholly own (the “Corporate Branches”).

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We believe we offer a strong value proposition when compared to the thousands of independent agencies and captive agents across the country and that we are part of the future of insurance distribution.

We have meticulously crafted our model and strategy to address the shortcomings of two distinct insurance distribution channels:

We embrace a simple philosophy:

“Our Policy is Caring,” which is more than a motto.

This philosophy informs the way we interact with all of our stakeholders and the communities in which they live and work.

We seek to attract partners who demonstrate a commitment to making a difference in the lives of the people and communities we interact with.

We treat our Clients, employees and stakeholders like family.

As a retail and w holesale distributor, we operate within the broader P&C distribution market.

Retail and wholesale insurance brokers facilitate the placement of P&C insurance products in the Admitted insurance markets, which are regulated in eac h state by the respective state’s government, and E&S markets, which are often inaccessible by small agencies.

As a P&C distribution company, our total P&C addressable market for Total Written Premium in the U.S.

was approximately $1,050 billion as of 2025, according to S&P Global Market Intelligence.

W e primarily distribute personal P&C lines insurance and commercial P&C lines insurance (with industry premium growth in 2025 of 12.1% and 4.0% , respectively, according to data provided by S&P Global Market Intelligence).

Based on revenue, we are the eighth largest personal lines agency in the U.S.

and the 26th largest agency across all lines of business, according to the Insurance Journal’s 2025 Top 100 Property/Casualty Agencies.

For the years ended December 31, 2025 and 2024, we generated revenue of $248.5 million and $203.8 million, respectively, representing year-over-year growth of 22.0%, including Organic Revenue Growth of 11.6% year-over-year.

Our compound annual growth rate, or CAGR, in Total Written Premium and total revenue for the period from January 1, 2020 through December 31, 2025 was 20.0% and 19.5%, respectively.

This growth has been primarily driven by our ability to attract productive agents to our platform, TWFG Agencies’ success in winning new business,

our ability to retain and expand renewal business and our acquisition strategy.

We are a profitable company with strong earnings generation and conversion of net income to Adjusted Free Cash Flow.

For the year ended December 31, 2025, we generated $41.2 million of net income, $50.9 million of Adjusted Net Income and $66.8 million of Adjusted EBITDA.

Total Written Premium ($MM)

Premium CAGR:

Total Revenue ($MM)

Revenue CAGR:

We have developed our model and strategy to address the shortcomings of two distinct insurance distribution channels:

(1) the captive agency channel, or agents that are part of the selling force of a particular insurance carrier and generally limited to selling insurance products from such insurance carrier and (2) the independent agency channel, or agencies that distribute insurance products from multiple insurance carriers but, depending on their size, can face difficulty in obtaining the level of insurance carrier access typically enjoyed by larger platforms like ours.

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Equipped with a comprehensive product portfolio, strong organizational backing and aligned incentives, TWFG Agencies are well-positioned to expand our Books of Business and penetrate new market segments, which enhances our organic growth.

Clients benefit from our industry-leading mobile application, and Branches benefit from our administrative and strategic support and access to markets, which enables them to better serve our Clients.

Branches have the ability to choose from a wide range of pro ducts and services to help customize solutions for our Clients and grow their business.

Our commitment to a Client-first approach results in high customer retention in our Insurance Services offering, reinforcing TWFG’s brand reputation and our ability to recruit new agents.

As of December 31, 2024, TWFG employed 48 insurance agents in its 14 Corporate Branches.

All other agents are non-employees.

For insurance carriers, our high-quality, national n etwork of motivated agents, collaborative nature, geographic diversity and the strength of our distribution channels make TWFG an attractive company to work with.

significant portion of our business is concentrated in Texas, California and Louisiana, we are licensed in all 50 states and have a physical presen ce in 42 states and the District of Columbia across our Insurance Services and TWFG MGA offerings.

Our insurance carriers benefit from the expertise of TWFG Agencies, including our over 500 Branches, which are led by Branch principals who average nearly 18 y ears of insurance industry experience.

We maintain relationships with more than 300 insurance carriers to create tailored solutions and develop expansive coverage options.

TWFG works with insurance carriers to offer agents specialized training so they can stay informed of changing underwriting requirements and risk appetites.

As a result of our broad insurance carrier relationships, TWFG Agencies have more insurance products and solutions to offer our Clients, leading to higher Client satisfaction that promotes long-term relationships.

We consider innovation a core competency, and we seek to collaborate with our insurance carriers and agents to anticipate and respond to market appetite shifts.

We represent and assist insurance carriers in placing insurance contracts with our Clients.

We have agency agreements with over 300 insurance carriers, which establish the terms of our agency relationship, define our authority, and set compensation for the services we provide.

Commission rates vary across insurance carriers, states, and lines of business and typically range from 7% to 22%.

Our average commission rate for the year ended December 31, 2024 and December 31, 2023 was approximately 12% for both periods .

The commission income that we receive from insurance carriers is a significant portion of our total revenues, comprising approximately 90% and 92% of our total revenues we earned in 2024 and 2023, respectively.

We believe our expansive agency relationships with insurance carriers have enabled us to provide a wide variety of insurance products to sell to our Clients that are responsive to their needs at competitive prices.

In certain cases, in our capacity as agent to the insurance carriers, we have the authority to underwrite risks on behalf of certain insurance carriers.

However, we do not retain the risks related to any of the underlying insurance contracts we place on behalf of the insurance carriers.

We derive our commission revenues from the placement of individual insurance contracts between insurance carriers and our Clients, pursuant to which all of our Clients enter into contracts with insurance carriers.

We present insurance carrier coverage and pricing options to our Clients and ultimately complete the application process with them to secure the insurance policy.

In each such case, we act as both the agent for our Clients as well as the appointed representative of the insurance carriers.

We receive a percentage of the premium for each policy based on the commission rates determined by the insurance carriers, which may change at the discretion of the carrier at renewal.

We share a percentage of commission revenue with our Branches and MGA Agencies based on the terms of the Branch agreement or MGA Agency agreement.

The share of commission revenue we pay to our Branches or MGA Agencies is a commission expense and a component of our overall expenses.

To the extent that a carrier changes commission rates, those changes are also reflected in the share of commissions we pay to Branches and MGA Agencies.

The commission expenses paid to Branches and MGA Agencies are a component of our overall expenses, and therefore the greater the commission expense remitted, the lower our potential profitability.

Solely for our Corporate Branches, we retain 100% of the commission income received from insurance carriers and are responsible for 100% of the Corporate Branches’ expenses.

We believe TWFG is an attractive partner for insurance carriers due to our national network of experienced agents, strong distribution channels, and collaborative approach.

While much of our business is concentrated in Texas, California, and Louisiana, TWFG is licensed in all 50 states and has a physical presence in 43 states plus the District of Columbia.

The Company works with over 300 carriers and 550 Branches, whose principals averag e 18 years of experience, to provide tailored solutions and broad coverage options.

TWFG also offers specialized trainings for agents, fostering innovation and adapting to market changes, which enhances client satisfaction and long-term relationships.

We assist insurance carriers in placing contracts with clients under agency agreements that define our authority and compensation.

Commission rates vary by carrier, state, and business line, typically ranging from 7% to 30%, with an average of about 12.8% and 12% as of December 31, 2025 and December 31, 2024, respectively.

The commission income that we receive from insurance carriers is a significant portion of our total revenues, comprising approximately 89% of our total revenues earned in both 2025 and 2024.

Our broad carrier relationships allow us to offer diverse, competitively priced products.

In some cases, we have underwriting authority for certain carriers, but we do not retain any risk from the policies placed.

We earn our commission revenue by placing insurance contracts between carriers and clients, acting as both the client’s agent and the carrier’s representative.

Commissions are based on carrier-determined premium rates, which may change at renewal.

A portion of these commissions is shared with Branches and MGA Agencies under their agreements, recorded as commission expenses that reduce our profitability.

For Corporate Branches, the Company retains all commission income and covers all related expenses.

Our independent distribution platform offers our Branches and MGA Agencies a choice of contracts to execute with us, including Branch contracts, MGA contracts and producer contracts, and our programs include Admitted and non-admitted insurance products, personal, commercial, life, and health lines of business, as well as proprietary programs only available through TWFG.

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TWFG Agencies are fundamentally entrepreneurial, and focused on building and scaling their business, and we provide them with speed to market, the benefits of scale, administrative support, training, tools, insurance carrier access and M&A growth opportunities that enable TWFG Agencies to take their agency to the next level and better assist our Clients.

We embrace a simple philosophy:

“Our Policy is Caring,” which is more than a motto.

This philosophy informs the way we interact with all of our stakeholders and the communities in which they live and work.

We seek to attract partners who come in every day with the commitment to making a difference in the lives of the people and communities we interact with.

We treat our Clients, employees and stakeholders like family.

As a retail and w holesale distributor, we operate within the broader P&C distribution market.

Retail and wholesale insurance brokers facilitate the placement of P&C insurance products in the admitted insurance markets, which are regulated in each state by the respective state’s government, and E&S markets, which are often inaccessible by small agencies.

We primarily distribute personal P&C lines insurance and commercial P&C lines insurance (14.3%

and 7.2% industry premium growth in 2023, respectively, according to data provided by S&P Global Market Intelligence).

Based on revenue, we are the eighth largest personal lines agency in the United States, according to the Insurance Journal’s 2024 Top 100 Property/Casualty Agencies .

The demand for our products is significant and expanding.

As a distributor of these products, we compete based on reputation, Client service, industry insights, product offerings, ability to tailor our services to the specific needs of a Client and offering competitive options and services.

We operate through two primary offerings:

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Insurance Services (79% of 2025 Revenue) :

Branch principals have nearly 18 years of insurance industry experience, on average, with established local relationships and deep ties to their communities.

Branch pri ncipals have nea rly 18 y ears of insurance industry experience, on average, with established local relationships and deep ties to their communities.

(as of December 31, 2025)

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Our solution includes an agency management system, insurance carrier access, MGA access, training, mobile technology, virtual assistants, marketing tools, agency commission processing, agency bill accounting and M&A support.

Central to our best-in-class value proposition is a revenue and work sharing model that is efficient and mutually beneficial to the agents and to us.

This arrangement acts as a powerful incentive, motivating agents to broaden our Books of Business, add new business lines and emphasize Client retention.

Our model not only improves agents’ income but offers a compelling built-in succession plan at fair market value that encourages long-term Client relationships, high-quality service and growth.

Central to our differentiated value proposition is a revenue and work sharing model that is efficient and mutually beneficial to the agents and to us.

This arrangement acts as a meaningful incentive, motivating agents to broaden our Books of Business, add new business lines and emphasize Client retention.

Our model not only improves agents’ income but, offers an attractive built-in succession plan at fair market value that encourages long-term Client relationships, high-quality service and growth.

Unlike some other insurance distribution models, the operating costs incurred by our Branches do not transfer to TWFG.

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Setting up an agency from scratch requires significant investment upfront in agency management systems and infrastructure, marketing and support functions, as well as a significant time investment in securing insurance carrier appointments, negotiating contracts, and training and development.

Our Agency-in-a-Box offering is designed to assist independent and experienced captive agents with all of the foregoing and achieve scale and efficiency operating as a Branch.

We design our Agency-in-a-Box offering to assist independent and experienced captive agents with all of the foregoing and achieve scale and efficiency operating as a Branch.

Corporate Branches (17% of 2025 Revenue)

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Our employee agents receive salaries, employee benefits and bonuses for services rendered, while our non-employee agents receive commission payments.

In 2025, we acquired seven third-party branches for a total purchase price of $51.0 million and converted them into Corporate Branches or employees, which was additive to our net income and Adjusted EBITDA.

Prior to the IPO, our Branch agreements contained provisions that gave our Branches the right to be acquired by us upon completion of our initial public offering of our Class A Common Stock.

We offered all of our existing Branches the opportunity to be acquired by us for consideration consisting of a combination of cash and our equity.

We performed diligence on the Branches that elected to be purchased in order to establish valuations, and we negotiated pricing for the acquisitions based on multiples of revenue or Adjusted EBITDA, growth rates and loss ratios of the Branches.

In January 2024, we acquired nine of our Branches for a total purchase price of $40.8 million and converted them into Corporate Branches or employees, which was additive to our net income and Adjuste d EBITDA.

Separately, in 2023, we completed five asset acquisitions in excess of $0.5 million in annual revenue for a total purchase price of $19.4 million.

These acquisitions were added to our Corporate Branches, which increased our 2023 revenues by $2.3 million.

We expect to have sufficient financial resources for the next 12 months to provide any necessary capital to the Branches that we acquired in 2023 and 2024 and converted into Corporate Branches.

S ee Note 4, “Intangible Assets” to our consolidated financial statements included elsewhere in this Annual Report for information regarding the accounting for these acquired assets and their impact on our consolidated financial condition.

Also see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the impact of the acquisitions on our results of operations.

We review acquisition opportunities and consider whether the acquisition would be beneficial as a Corporate Branch or a Branch operating through our Agency-in-a-Box offering.

We performed diligence on the Branches that elected to be purchased in order to establish valuations, and we

negotiated pricing for the acquisitions based on multiples of revenue or Adjusted EBITDA, growth rates and loss ratios of the Branches.

We review acquisition opportunities and consider whether the acquisition would be beneficial as either a Corporate Branch or a Branch operating through our Agency-in-a-Box offering.

Branches with annual revenues greater than $1.0 million in a geography where we currently do not have a physical location may be considered as a candidate for a Corporate Branch acquisition.

Branches with less than $1.0 million in annual revenues and near another Branch are considered as candidates for acquisition by another Branch in the same geographic area.

Branches with less than $1.0 million in annual revenues and located near another Branch are considered as candidates for acquisition by another Branch in the same geographic area.

Until recently, we have not sought to acquire our existing Branches and instead have preferred combining an existing Branch with another Branch operating through our Agency-in-a-Box offering or with a new Branch joining the TWFG organization.

S ee Note 4, “Intangible Assets and Acquisitions” to our consolidated financial statements included elsewhere in this Annual Report for information regarding the accounting for acquired assets and their impact on our consolidated financial condition.

Also see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the impact of the acquisitions on our results of operations.

TWFG MGA (20% of 2025 Revenue) :

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None of the operating costs incurred by the MGA Agencies are assumed by TWFG.

In 2025, we acquired a 50.1% controlling interest in TWFG MGA FL, LLC, which distributes personal and commercial lines insurance products to independent agents in the State of Florida, for a purchase price of $9.7 million.

For additional information related to the breakdown of revenues and for a breakdown of commission income by offering for the years ended December 31, 2025 and 2024, please see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our geographic presence

Alth ough a significant portion of our business is concentrated in Texas, California and Louisiana (representing 52.5%, 16.2% and 13.9%, respectively, of our Total Written Premiums in 2024), we are licensed in all 50 states and have a physical presence i n 42 st ates and the District of Columbia across our Insurance Services and TWFG MGA offerings.

The Company has been expanding throughout the US, both through the recruitment of start-up agencies, and through strategic acquisitions.

This expansion includes the addition of insurance agents in Colorado, Connecticut, Idaho, Indiana, Missouri, Nevada, New Mexico, Oregon, South Carolina, South Dakota, Tennessee, Utah, Vermont, Washington and Wyoming.

Alth ough a significant portion of our business is concentrated in Texas, California and Louisiana (representing 54.1 %, 15.2% and 12.4%, respectively, of our Total Written Premiums in 2025), we are licensed in all 50 states and have a physical presence i n 43 states and the District of Columbia across our Insurance Services and TWFG MGA offerings.

The Company has been expanding throughout the U.S., both through the recruitment of start-up agencies, and through strategic acquisitions.

In 2025, this expansion included the addition of insurance agents in Alabama, Kentucky, New Hampshire and a new MGA property program in Florida.

The insurance products we distribute primarily consist of personal and commercial lines, including auto, home, renters, life, health, motorcycle, umbrella, boat, recreational vehicles, flood, wind, event, luxury items, general liability, property, business auto, workers’ compensation, business owner policy, professional liability, commercial bonds and group benefits.

Through our TWFG MGA, we also provide access to admitted insurance markets, which are regulated in each state by the respective state’s government, and E&S markets, which are often inaccessible by small agencies.

We offer exclusive programs in certain niches, including catastrophe-exposed property and high-value homes, within our footprint.

Through TWFG MGA, we also provide access to Admitted insurance markets, which are regulated in each state by the respective state’s government, and E&S markets, which are often inaccessible by small agencies.

We offer exclusive programs in certain niches, including catastrophe-exposed property and high-value homes, across our regional footprint.

The insurance products that we distribute are binding contracts between our Clients and the insurance carriers.

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We do not underwrite risks in exchange for premiums.

We placed $1,476 million of Total Written Premium in 2024 in both of our offerings and are constantly evaluating opportunities to enhance our capacity.

We placed $1.7 billion of Total Written Premium in 2025 in both of our offerings and are constantly evaluating opportunities to enhance our capacity.

Commercial Lines 18%

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Our competitive strengths

We have an established track record of sustainable growth regardless of economic and P&C pricing cycles.

We have an established track record of generating growth across multiple economic and P&C pricing cycles.

For over two decades, we have successfully navigated economic cycles to generate Organic Revenue Growth and healthy Adjusted Free Cash Flow.

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and (3) smaller agencies are facing difficulties in securing appointments with insurance carriers as they look to be more efficient in their distribution.

We believe that these persistent structural shifts, coupled with our business model, serve as tailwinds for our business and make us well-positioned to continue to benefit from the accelerating momentum toward the independent agency model.

We believe that these persistent structural shifts, coupled with our business model, serve as tailwinds for our business and we believe we are well-positioned to continue to benefit from the accelerating momentum toward the independent agency model.

Innovation is a core tenet of our business, and we have a demonstrated ability to swiftly innovate when challenges or opportunities arise.

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We offer a proven, turnkey Agency-in-a-Box solution to captive and independent agents seeking choice for Clients, expanded insurance carrier access, accelerated growth, independence and succession planning.

We consider our Agency-in-a-Box offering to be one of the most compelling value propositions in the market for entrepreneurial agents.

We consider our Agency-in-a-Box offering to be a differentiated value proposition in the market for entrepreneurial agents.

In addition to removing much of the administrative burden of operating an independent agency and providing access to additional markets, our solution offers an exceptional revenue sharing model that allows our Branches to staff their businesses adequately, provide excellent Client service and enjoy profitable growth.

Our offerings also provide the opportunity to sell all lines of insurance, grow through M&A and formulate succession strategies that we believe could be mutually beneficial for the Branch principal and TWFG.

We believe our differentiated value proposition makes TWFG the partner of choice for independent agents as well as captive agents looking to become independent.

We believe our differentiated value proposition makes TWFG the partner of choice for independent agents as well as captive agents seeking to become independent.

Many of our agents come from a captive agency background and are a large source of our current agent pipeline.

Branches have access to administrative support and an expansive inventory of personal and commercial lines products, many of which they may not otherwise be able to write.

We couple product access with tools that typically would be cost prohibitive to an independent agent, including an intuitive agency management system, scaled technology infrastructure, an integrated marketing solution and easy-to-use web and mobile application-based Client tools.

solution and easy-to-use web and mobile application-based Client tools.

These capabilities help drive efficiencies and allow Branches to focus their time on expanding their business and providing high-quality Client service.

We are trusted by insurance carriers, offering them efficient, effective and experienced distribution on a national scale.

Our twenty-plus year track record, expanding agent footprint, consistent growth and collaborative approach to managing portfolios provides our over 300 insurance carriers access to a profitable, efficient distribution channel.

Our twenty-five year track record, expanding agent footprint, consistent growth and collaborative approach to managing portfolios provides our over 300 insurance carriers access to a profitable, efficient distribution channel.

By providing centralized insurance carrier relations, third-party administrative services and managing our network’s premium volume and commissions, we provide an easy opportunity for insurance carriers to operate with us.

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These underwriting duties are regulated by the contract with, and underwriting guidelines established by, the insurance carriers.

TWFG’s Branch principals average approximately 18 ye ars of insurance industry experience and have deep ties with their respective communities.

TWFG’s Branch principals average approximately 18 years of insurance industry experience and have deep ties with their respective communities.

Agents’ long-standing relationships with our Clients allow them to conduct business with an understanding of local nuances and preferences.

We believe these relationships, coupled with access to the wide range of insurance carriers and products offered by TWFG, allows TWFG Agencies to find optimal solutions for our Clients.

We believe these relationships, coupled with access to the wide range of insurance carriers and products offered by TWFG, allow TWFG Agencies to find optimal solutions for our Clients.

We have a proven, experienced management team supported by a strong culture.

Our cohesive management team has extensive industry experience and has successfully grown our company since our formation in 2001.

Our cohesive management team has extensive industry experience and has successfully grown our company since its formation in 2001.

Our founder and Chief Executive Officer, Richard F.

(“Gordy”) Bunch III, a former insurance agent and executive, created TWFG with a mantra of “Built by Agents, for Agents.” He identified the frictions inherent to captive distribution and set out to build a platform with tools and support functions that could better serve independent agents looking to operate their own businesses.

This foresight has positioned TWFG to benefit from a decades-long structural shift to independent agents that continues to gain momentum today.

Our executive management team has an average of over 25 years of insurance industry experience and is supported by a deep bench of talented managers with extensive skillsets across operations, marketing, finance, distribution, recruiting and technology.

Our executive management team has an average of over 25 years of insurance industry experience and is supported by a deep bench of talented managers with extensive skill sets across operations, marketing, finance, distribution, recruiting and technology.

We enjoy a close-knit, collaborative culture with a long history of internal career advancement and giving back to our community.

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We believe our approach cultivates deeper, longer-term relationships between the agent and our Client, as well as between the agent and TWFG.

We also believe the brand awareness with being a public company will result in more recruiting and M&A opportunities.

TWFG offers a financially compelling and thoughtful pathway for agents who have built stable Books of Business and are contemplating long-term succession planning.

We also believe the brand awareness with being a public company may provide additional recruiting and M&A opportunities.

TWFG offers a financially attractive and thoughtful pathway for agents who have built stable Books of Business and are contemplating long-term succession planning.

To facilitate succession planning, we offer TWFG Agencies that are Branches or MGA Agencies the ability to sell their Books of Business to TWFG, enabling a smooth handover of Client relationships and operational responsibilities.

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TWFG Agencies that are MGA Agencies and that sell their Books of Business to us can either become part of our Agency-in-a-Box offering or become Corporate Branches.

In general, Books of Business purchased in specific locations are placed with the existing Branch in such locations.

In general, Books of Business purchased in specific locations are placed with an existing Branch in such locations.

Expanding our product portfolio:

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We are strategically expanding our reach in specialty distribution through wholesale and MGA distribution channels.

Our structured agreements with MGAs, who in turn have established agreements with leading wholesale brokers and insurance carriers, form an expansive product offering that allows us to broaden our specialty insurance product offerings.

product offerings.

This network enhances our value proposition to insurance carriers and Clients alike and expands growth beyond personal lines products.

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We focus on agencies that enhance our capabilities and that can be integrated in the TWFG ecosystem.

Our M&A strategy entails crafting a compelling value proposition for agencies, including a robust operational backbone, a wide array of insurance products and markets, a collaborative culture that values individual legacies and the opportunity for long-term growth.

Our M&A strategy entails crafting an attractive value proposition for agencies, including a robust operational backbone, a wide array of insurance products and markets, a collaborative culture that values individual legacies and the opportunity for long-term growth.

We also prioritize a transparent and equitable transaction process to help ensure a good relationship and alignment from the outset.

Our deal structures offer payment up front, providing agency sellers certainty of payment value, while at the same time limiting our contingent liabilities or future earnout payments.

Our deal structures offer payment up front, providing agency sellers certainty of payment value, while at the same time limiting our contingent liabilities or future earn-out payments.

TWFG is well-positioned with a strong balance sheet and healthy Adjusted Free Cash Flow, offering our M&A targets confidence that they are transitioning to an organization that strives for sustainable growth and opportunity.

Our past acquisitions help lead to referrals and testimonials, creating a flywheel effect for new agencies considering joining TWFG, whereby the more transactions we complete, the more we have access to.

Our past acquisitions have become a meaningful part of our future

organic growth through integration onto our platform.

We expect this dynamic to continue well into the future.

Our past acquisitions have become a meaningful part of our future organic growth through integration onto our platform.

We expect this dynamic to continue, although future results may vary.

While we are planning to continue to focus on our Agency-in-a-Box offering, we also expect to grow our Corporate Branches (organically or through third-party acquisitions).

Intellectual property

We rely on a combination of copyright, trademark, trade dress and trade secret laws in the United States and other jurisdictions, as well as confidentiality procedures and contractual restrictions, to establish and protect our intellectual property and proprietary rights, including our Book of Business.

We rely on a combination of copyright, trademark, trade dress and trade secret laws in the U.S.

and other jurisdictions, as well as confidentiality procedures and contractual restrictions, to establish and protect our intellectual property and proprietary rights, including our Books of Business.

These laws, procedures and restrictions provide only limited protection.

We have registered “TWFG” and “Our Policy is Caring” as trademarks in the United States.

We have registered “TWFG” and “Our Policy is Caring” as trademarks in the U.S.

We enter into agreements with our employees, contractors, insurance carriers and other parties with whom we do business to limit access to and disclosure of our proprietary information.

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Regulatory authorities in the states in which our operating subsidiaries conduct business may require individual or company licensing to act as producers, brokers, agents, third-party administrators, managing general agents, reinsurance intermediaries or adjusters.

Under the laws of most states in the United States, regulatory authorities have relatively broad discretion with respect to granting, renewing and revoking producers’, brokers’ and agents’ licenses to transact business in the state.

Under the laws of most states in the U.S., regulatory authorities have relatively broad discretion with respect to granting, renewing and revoking producers’, brokers’ and agents’ licenses to transact business in the state.

The operating terms may vary according to the licensing requirements of the particular state, which may require that a firm operate in the state through a local corporation.

Fiduciary funds .

Insurance authorities in the United States have also enacted laws and regulations governing the investment of funds, such as premiums and claims proceeds, held in a fiduciary capacity for others.

Insurance authorities in the U.S.

have also enacted laws and regulations governing the investment of funds, such as premiums and claims proceeds, held in a fiduciary capacity for others.

These laws and regulations generally require the segregation of these fiduciary funds and limit the types of investments that may be made with them.

9 unchanged sentences

In states having file-and-use laws, the insurer does not have to wait for the regulator’s approval to use a rate, but the rate must be filed with the regulatory authority prior to being used.

A use-and-file law requires an insurer to file rates within a certain

period of time after the insurer begins using them.

A use-and-file law requires an insurer to file rates within a certain period of time after the insurer begins using them.

Eighteen states, including California and New York, have prior approval laws.

28 unchanged sentences

Our commitment to attracting and retaining top industry talent to assist our Clients is matched only by our entrepreneurial spirit and passion for excellence.

As of December 31, 2024, we employed approximately 293 people with 23 offices across the United States and approximately 68 people in the Philippines.

As of December 31, 2025, we employed approximately 400 people across the U.S.

and the Philippines and have 30 offices across the U.S.

Some agents are non-employees or contractors of TWFG.

W e also engage temporary employees and consultants.

7 unchanged sentences

Organizational structure

The Company is the sole managing member of TWFG Holding.

was incorporated as a Delaware corporation on January 8, 2024 for the purpose of facilitating the IPO and other Reorganization Transactions described below in order to carry on the business of TWFG Holding and its consolidated subsidiaries.

8 unchanged sentences

Class A Common Stock, Class B Common Stock and Class C Common Stock.

Each share of Class A Common Stock entitles its holder to one vote per share on all matters submitted to a vote of the stockholders, each share of Class B Voting Stock entitles its holder to one vote per share on all matters submitted to a vote of the stockholders and each share of Class C Common Stock initially entitles its holder to ten votes per share on all matters submitted to a vote of the stockholders.

Each share of Class A Common Stock entitles its holder to one vote per share on all matters submitted to a vote of the stockholders, each share of Class B Common Stock entitles its holder to one vote per share on all matters submitted to a vote of the stockholders and each share of Class C Common Stock initially entitles its holder to ten votes per share on all matters submitted to a vote of the stockholders.

Each share of non-economic Class C Common Stock is entitled to one vote per share automatically (i) 12 months following the death or disability of Richard F.

4 unchanged sentences

and the New Members were issued 1,819,512 shares of Class A Common Stock, each in an amount equal to the number of LLC Units previously held by each such Pre-IPO LLC Member and New Members.

As of December 31, 2024, TWFG Inc.

owned 26.5% of TWFG Holding and the non-controlling interest holders owned the remaining 73.5% of TWFG Holding.

As of December 31, 2025 and 2024, TWFG, Inc.

owned 26.7% and 26.5%, respectively, of TWFG Holding and the non-controlling interest holders owned the remaining 73.3% and 73.5% of TWFG Holding, respectively.

Implications of being an emerging growth company

2 unchanged sentences

As an emerging growth company, we intend to, and may for up to five years, take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise applicable generally to public companies.

These exemptions include:

• exemption of the auditor attestation requirement on the effectiveness of our system of internal control over financial reporting;

• exemption to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

• exemption from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

• eligibility to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act;

• no requirement for our independent registered public accounting firm to conduct an audit of our internal control over financial reporting.

We may take advantage of these provisions until we are no longer an emerging growth company, which will occur on the earliest of (i) the last day of the fiscal year following the fifth anniversary of the IPO, (ii) the last day of the fiscal year in which we have equal to or more than $1.235 billion in annual revenue, (iii) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period or (iv) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 1 2b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company is an emerging growth company and has elected to avail itself of the extended transition period for complying with new or revised accounting standards.

The Company has elected to avail itself of the extended transition period for complying with new or revised accounting standards.

Additional information regarding the implications, risks, and related considerations can be found in the “Management’s discussion and analysis of financial condition and results of operations” and “Risk Factors” sections of this Annual Report.

Principal executive offices and internet add ress

2 unchanged sentences

Our website address is www.twfg.com.

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act are made available through our website, free of charge, as soon as reasonably practical after we electronically file or furnish the reports to the Securities and Exchange Commission (“SEC”).

Also available on the Company’s website are the Company’s Code of Ethics and Business Conduc t (“Code of Ethics”), Whi stleblower Policy, as well as the charters of the audit and compensation committees.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”)are made available through our website, free of charge, as soon as reasonably practical after we electronically file or furnish the reports to the Securities and Exchange Commission (“SEC”).

Also available on the Company’s website are the Company’s Code of Ethics and Business Conduc t (“Code of Conduct”), Whi stleblower Policy, as well as the charters of the audit and compensation committees.

Information on our website or any other website is not incorporated by reference into this Annual Report and does not constitute a part of this Annual Report.

Any amendments to the Code of Ethics, or any waivers of its requirements for which disclosure is required will be disclosed on our website.

Any amendments to the Code of Conduct, or any waivers of its requirements for which disclosure is required will be disclosed on our website.

The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business