Form 4: TWFG CFO Janice Zwinggi Settles RSU Taxes, No Open-Market Sale

Rhea-AI Filing Summary

TWFG, Inc. (TWFG) – Form 4 filing. CFO Janice E. Zwinggi reported a 17-Jul-2025 transaction filed on 21-Jul-2025. Transaction code F shows 7,338 Class A common shares were withheld by the company at $33.16 to satisfy tax obligations triggered by the vesting of restricted stock units. This is a non-discretionary, cashless settlement; no open-market buying or selling occurred. Following the withholding, Zwinggi’s direct ownership stands at 53,363 shares. No derivative securities were involved and there are no other changes in beneficial ownership disclosed. Given the administrative nature of the event, the filing is unlikely to carry material market impact.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; CFO keeps 53k shares, no market signal.

The Code F transaction simply reflects share withholding to cover taxes upon RSU vesting. Though the gross value is roughly $243k, it was not an elective sale, so it provides little insight into insider sentiment or future fundamentals. Zwinggi still owns a substantial stake (≈53k shares), maintaining alignment with shareholders. The absence of derivative activity or additional sales suggests neutral impact. Investors typically view such filings as administrative rather than directional.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zwinggi Janice E.

(Last) (First) (Middle)

C/O TWFG, INC.

10055 GROGANS MILL RD, STE 500

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TWFG, Inc. [ TWFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/17/2025		F		7,338(1)	D	$33.16	53,363	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of restricted stock units ("RSU").

Remarks:

	/s/ Julie E. Benes, as Attorney-In-Fact for Janice E. Zwinggi	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did TWFG CFO Janice Zwinggi report on the latest Form 4?

She reported a Code F withholding of 7,338 shares to cover taxes from RSU vesting on 17-Jul-2025.

How many TWFG shares were withheld and at what price?

The filing lists 7,338 shares withheld at $33.16 per share.

How many TWFG shares does the CFO own after the transaction?

Janice Zwinggi now directly owns 53,363 Class A common shares.

Does the Form 4 indicate any open-market sale by the CFO?

No. Code F denotes shares withheld by the issuer for tax; there was no open-market sale.

What does transaction code F mean on a Form 4?

Code F signifies shares withheld to satisfy tax obligations related to equity awards.