Other Information
−Removed: During the period covered by this Quarterly Report on Form 10-Q, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: (a) We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 1.01 - Entry into a Material Definitive Agreement.
+Added: On November 12, 2024, the Company entered into a lease agreement with Parkwood 2, LLC (the “Lease”), a related party, for additional office space located in The Woodlands, Texas.
+Added: Parkwood 2, LLC is owned by the Continuing Pre-IPO LLC Members.
+Added: The Lease is anticipated to commence on December 1, 2024 with an initial term of 120 months with an option to renew.
+Added: The Company has the right to extend the term of the Lease for an additional 120 months at the then-prevailing market rate.
+Added: The total future minimum lease payments related to the Lease are approximately $2.6 million.
+Added: In addition, the Lease provides for additional rent for operating expenses under the terms of the Lease.
+Added: The foregoing description is qualified in its entirety by the full text of the Lease, which is attached hereto as Exhibit 10.11, and is incorporated herein by reference.
+Added: (c) During the period covered by this Quarterly Report on Form 10-Q, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those
+Added: terms are defined in Regulation S-K, Item 408, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
The following exhibits are filed as part of this report:
26 unchanged sentences
333-280439) filed on June 24, 2024)
+Added: 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
+Added: Office Lease Agreement, dated as of November 12 , 2024, by and between Parkwood 2, LLC and TWFG Holding Company, LLC
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
15 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: August 30, 2024
+Added: November 13, 2024
/s/ Richard F.
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 30, 2024
+Added: November 13, 2024
/s/ Janice E.
2 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.