TWFG INC SEC Filings

TWFG, Inc. reported stronger Q3 results. Total revenues rose to $64.1 million from $52.9 million, driven by higher commission and fee income. Operating income increased to $9.0 million from $6.0 million, and net income reached $9.6 million versus $6.9 million. Diluted earnings per share were $0.11 compared with $0.08.

Year-to-date, revenues were $178.3 million (up from $152.0 million) with operating income of $22.1 million. Cash flow from operating activities was $40.2 million for the nine months, supporting investment in growth. Cash and cash equivalents were $151.0 million as of September 30, 2025. Interest expense declined markedly as debt balances fell.

Growth was broad-based: Insurance Services Agency-in-a-Box generated $37.6 million in Q3 revenue and TWFG MGA contributed $13.9 million. The company expanded intangible assets via acquisitions, including a 50.1% interest in a Florida MGA with a recognized customer relationship asset of $21.0 million and an earn-out of up to $5.0 million. The Progressive Corporation accounted for 11% of Q3 revenue. Liquidity remained solid with an undrawn $50.0 million revolving facility.

TWFG, Inc. filed an 8-K announcing it furnished a press release with financial and operating results for the third quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and, as stated under Item 2.02, is furnished and not filed under the Exchange Act.

The company also reported a leadership change under Item 5.02. On November 7, 2025, the Board appointed Katherine C. Nolan, age 64, as President. She has served as Chief Operating Officer since 2009 and previously held senior roles at Affirmative Retail Inc., Affirmative Insurance Holdings, and Bristol West Insurance Company. The filing states there are no new compensation arrangements or modifications in connection with the appointment, no family relationships per Item 401, no selection arrangements, and no related-party transactions requiring disclosure under Item 404(a).

TWFG notes it uses SEC filings, press releases, public calls, and its investor relations website to distribute material information.

T. Rowe Price Investment Management, Inc. reports beneficial ownership of 2,455,370 shares of TWFG Inc. common stock, representing 16.5% of the class. The filer reports sole voting and sole dispositive power over these shares. The filing discloses that holdings are managed in the ordinary course of business and were not acquired to change or influence control of the issuer. It also identifies the T. Rowe Price Small‑Cap Stock Fund as holding 759,778 shares, equal to 5.1% of the class, and states that no single client managed by the adviser owns more than 5% except as noted.

TWFG, Inc. reported continued top-line growth with total revenues of $60.3 million for the quarter (up 13.8% year-over-year) and $114.1 million for the six months (up 15.1%). Commission income remains the dominant revenue source at ~90% of total revenues, rising to $54.6 million for the quarter and $103.3 million for six months. Net income for the quarter was $9.0 million and $15.9 million for the six months, with income tax expense of $0.6 million and $1.3 million, respectively.

The company invested heavily in intangible assets and acquisitions during the period, recording $36.8 million of intangible asset acquisitions (including a 50.1% interest in TWFG MGA FL, LLC for $9.7 million and recognizing a $19.4 million customer relationship asset). Operating cash flow improved to $25.3 million for the six months versus $17.2 million prior year, while net cash used in investing was $46.7 million. TWFG exited the quarter with cash and cash equivalents of $159.8 million and maintained an unused revolving credit capacity of $50.0 million. The company disclosed post-period acquisitions and is evaluating recently enacted tax legislation for potential impacts.

Capital International Investors (CII) reports beneficial ownership of 515,409 shares of TWFG common stock, representing 3.5% of the roughly 14,904,083 shares stated in the filing. CII says these shares are held in the ordinary course of business and that it has sole voting and sole dispositive power over the reported shares. The filing identifies CII as an investment adviser division of Capital Research and Management Company and related investment management entities acting together under the name "Capital International Investors." The statement indicates the position is passive and not intended to change or influence control of TWFG.

TWFG, Inc. filed a Form 8-K reporting that on August 12, 2025 the company issued a press release announcing its financial and operating results for the quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 and the cover page interactive data file is included as Exhibit 104. The filing states the furnished information is not deemed "filed" under Section 18 and will not be incorporated by reference into registration statements, and notes the company discloses material information via SEC filings, press releases, investor calls and its investor website.

TWFG, Inc. filed a Form S-3 registration statement dated August 6, 2025 to register up to $500,000,000 of securities, including Class A common stock, preferred stock, depositary shares, warrants, purchase contracts, rights and units. The prospectus also covers resale by selling stockholders of up to 42,102,058 shares of Class A common stock. TWFG's Class A common stock is listed on the Nasdaq Global Select Market under the symbol TWFG. The filing discloses that Bunch Family Holdings, LLC holds 33,893,810 Class C shares and is shown with approximately 94.0% combined voting power prior to this offering. The prospectus highlights governance provisions that may deter change-of-control transactions, and incorporates by reference TWFG's Annual Report, quarterly and current reports filed with the SEC.

TWFG, Inc. (TWFG) – Form 4 filing dated 07/21/2025. Chief Creative & Marketing Officer Charles A. Bunch reported a Code F transaction on 07/17/2025, indicating the company withheld shares to cover taxes upon the release of restricted stock units. 6,187 Class A common shares were surrendered at an implied price of $33.16, a disposition driven by tax liability rather than a discretionary sale. Following the withholding, Bunch directly owns 38,012 Class A shares and indirectly owns 72 shares through his son, preserving a sizable equity stake. No derivative securities were involved, and no open-market activity occurred.

TWFG, Inc. (TWFG) – Form 4 filing (07/21/2025)

General Counsel & Secretary Julie E. Benes reported a Rule 16(a) transaction dated 07/17/2025. Code F indicates the company withheld 6,187 Class A shares to cover the executive’s tax liability upon vesting of previously granted RSUs. The shares were valued at $33.16 each, implying a tax-settlement value of roughly $205k. No open-market sale occurred, and the insider did not receive cash proceeds.

After the withholding, Benes’ direct ownership stands at 38,962 Class A shares. There were no derivative security transactions disclosed.

Because the shares were surrendered for taxes rather than sold for investment purposes, and the residual holding remains sizeable, the filing is typically viewed as neutral from a market-signal perspective.