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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-27 · 36 added, 21 removed, 133 unchanged (30% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Principal Executive Officer (our Chief Executive Officer) and Principal Financial Officer (our Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Our management, under the supervision and with the participation of our Principal Executive Officer (our Chief Executive Officer) and Principal Financial Officer (Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.

“Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and other procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act, is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any disclosure controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management recognizes that any disclosure controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives.

Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.

Management’s Report on Internal Controls over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we remain an emerging growth company.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Controls over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by the SEC for newly public companies.

In addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.

Other Information

20 unchanged sentences

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.

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)

D escription of Registrant ’ s Secu rities

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.

15 unchanged sentences

10.7 Form of TWFG, Inc.

2024 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (Non-Employee Directors)

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)

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.

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)

21 unchanged sentences

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.

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.

14 unchanged sentences

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.

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)

Insider Trading Policy

Supplemental Policy Concerning Trading in Company Securities by Certain Designated Persons

List of Subsidiaries

C onsent of Deloitte & Touche LLP

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)

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)

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)

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

4 unchanged sentences

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

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

39 unchanged sentences

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 9A. Controls and Procedures