[Form 4] TWFG, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nasdaq Stock Market LLC has filed Form 25 to remove Hall of Fame Resort & Entertainment Co. (symbol HOFVW – common stock and warrants) from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. The exchange relies on Rule 12d2-2(b), indicating Nasdaq—not the issuer—initiated the action after completing its own procedures. The notification was signed by Hearings Advisor Aravind Menon on 21 Jul 2025. Unless withdrawn, the securities are expected to be delisted 10 days after filing and registration will be terminated 90 days thereafter, shifting trading to over-the-counter venues if a market develops.

Insights

Financial Analyst

TL;DR: Nasdaq-initiated delisting signals higher risk and reduced liquidity for HOFVW investors.

This Form 25 removes both common shares and warrants from Nasdaq, a clear negative catalyst. Exchange-initiated delistings usually follow listing-standard deficiencies—often low price or market-cap—though the specific trigger is not disclosed here. Post-delisting, shares can trade OTC but with lower liquidity, wider spreads and reduced institutional support. Investors should review any parallel SEC filings (e.g., 8-K) for additional context and reassess valuation, financing access and exit strategy.

Corporate Governance Expert

TL;DR: Delisting weakens governance oversight and may elevate compliance risk.

Removal from a national exchange eliminates Nasdaq’s governance requirements—such as majority-independent boards and audit-committee mandates—potentially eroding shareholder protections. While the company remains subject to federal securities laws until full deregistration, information flow typically contracts. Investor voting power and oversight could diminish, complicating activist engagement and increasing cost of capital.

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

OMB APPROVAL

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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^*

Bunch Michelle Caroline

(Last) (First) (Middle)

C/O

10055 GROGANS MILL RD, SUITE 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)

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

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		17,749(1)	D	$33.16	305,962	I	By husband
Class A Common Stock								11,967	D
Class A Common Stock								342,362(2)	I	By LLC
Class A Common Stock								5,850(2)	I	By second son
Class A Common Stock								5,850(2)	I	By first son

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").

2. The holdings lines reflect the individual holdings of the distinct indirect forms of deemed pecuniary interest instead of reporting them in an aggregated form.

Remarks:

	/s/ Julie E. Benes, as Attorney-in-Fact for Michelle C. Bunch	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.