[Form 4] TWFG, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TWFG, Inc. (TWFG) Form 4 – Insider tax-related share withholding

President, CEO, director and 10% owner Richard F. Bunch III reported an automatic transaction (Code F) on 17 Jul 2025 connected with the release of restricted stock units. To satisfy associated tax obligations, 17,749 Class A common shares were withheld at $33.16, an implied value of roughly $0.59 million. No open-market sale or cash proceeds were involved.

Following the withholding, Bunch’s direct ownership stands at 305,962 Class A shares. He also reports indirect beneficial interests of 11,967 shares held by his spouse, 342,362 shares held through Bunch Family Holdings LLC, and 5,850 shares each held for two sons, bringing total reported beneficial ownership to 671,991 shares. No derivative securities were acquired or disposed of, and no other insiders are listed on this filing.

The filing suggests routine equity settlement rather than a discretionary sale, while confirming that the CEO continues to hold a substantial stake exceeding 10% of outstanding shares.

Positive

• CEO retains significant ownership: 305,962 direct and 366,029 indirect shares remain, preserving >10% stake and alignment with shareholder interests.

Negative

• 17,749 shares withheld for taxes, modestly reducing the CEO’s direct share count.

Insights

Financial Analyst

TL;DR: Routine tax withholding; CEO still owns ~672k shares, no market sale, neutral impact.

The F-code indicates an automatic surrender of shares to cover taxes on RSU vesting. Although 17,749 shares (≈$0.6 m) were removed from the float, the CEO retains a large position, preserving alignment with shareholders. Because no discretionary selling occurred, the transaction is generally viewed as neutral. Investors should note continued >10% ownership, which implies confidence and potential voting influence.

Corporate Governance Specialist

TL;DR: Governance-neutral; confirms compliance and significant insider alignment.

Code F events are administrative. The disclosure fulfills Section 16 obligations and demonstrates transparent reporting. Bunch’s aggregate holdings through family and LLC structures remain sizeable, mitigating concerns over insider exit. No red flags on timing or volume versus historical patterns. Impact on governance or control dynamics is minimal.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 Richard F. III

(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)

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

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)

	Form filed by One Reporting Person
X	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	D(1)	$33.16	305,962	D
Class A Common Stock								11,967(2)	I	By wife
Class A Common Stock								342,362(2)	I	By LLC
Class A Common Stock								5,850(2)	I	By first son
Class A Common Stock								5,850(2)	I	By second 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

1. Name and Address of Reporting Person^*

Bunch Richard F. III

(Last) (First) (Middle)

C/O TWFG, INC.

10055 GROGANS MILL RD, STE 500

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bunch Family Holdings, LLC

(Last) (First) (Middle)

C/O TWFG ,INC.

10055 GROGANS MILL RD, SUITE 500

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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 Richard F. Bunch III	07/21/2025
	/s/ Julie E. Benes, as Attorney-in-Fact for Bunch Family Holdings, LLC	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

Why did TWFG CEO Richard Bunch III dispose of 17,749 shares?

The shares were automatically withheld (Code F) on 17 Jul 2025 to cover tax obligations upon RSU vesting.

How many TWFG shares does the CEO now own?

After the transaction, he directly owns 305,962 shares and indirectly controls another 366,029, totaling about 671,991 shares.

Was this an open-market sale of TWFG stock?

No. Code F indicates shares were surrendered to the issuer for taxes; no shares were sold on the open market.

Were any derivative securities involved in this Form 4 filing?

No derivative securities were acquired or disposed of in the reported transaction.

Does the filing affect TWFG’s share float?

Only marginally; 17,749 shares were withheld and effectively retired, a very small portion relative to total outstanding shares.