TWFG (TWFG) grants COO 12,500 RSUs and withholds shares for tax

Rhea-AI Filing Summary

TWFG, Inc. Chief Operating Officer Katherine C. Nolan received a grant of 12,500 shares of Class A Common Stock in the form of restricted stock units under the 2024 Omnibus Incentive Plan. The RSUs vest in three equal annual installments on March 31, 2027, March 31, 2028, and March 31, 2029, subject to her continued service.

In connection with the release of restricted stock units, 828 shares of Class A Common Stock were withheld at her election to satisfy tax withholding obligations at a price of $18.39 per share. Following these transactions, she directly owns 93,608 shares of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nolan Katherine C

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	12,500	$0.00	--
Tax Withholding	Class A Common Stock	828	$18.39	$15K

Holdings After Transaction: Class A Common Stock — 94,436 shares (Direct)

Footnotes (1)

1. Represents restricted stock units ("RSUs") granted under the 2024 Omnibus Incentive Plan. The RSUs vest in three equal annual installments on March 31, 2027, March 31, 2028, and March 31, 2029, subject to her continued service with the issuer through each vesting date. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of RSUs.

Key Figures

RSU grant: 12,500 shares Tax-withholding shares: 828 shares Tax-withholding price: $18.39 per share +2 more

5 metrics

RSU grant 12,500 shares Restricted stock units of Class A Common Stock granted to COO

Tax-withholding shares 828 shares Shares withheld to satisfy tax obligations

Tax-withholding price $18.39 per share Value used for shares withheld for taxes

Post-transaction holdings 93,608 shares Class A Common Stock directly owned after transactions

Vesting schedule 3 equal annual installments RSUs vest on March 31, 2027, 2028, and 2029

Key Terms

restricted stock units, 2024 Omnibus Incentive Plan, tax withholding obligations, vesting

4 terms

restricted stock units financial

"Represents restricted stock units ("RSUs") granted under the 2024 Omnibus Incentive Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2024 Omnibus Incentive Plan financial

"Represents restricted stock units ("RSUs") granted under the 2024 Omnibus Incentive Plan."

tax withholding obligations financial

"The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of RSUs."

vesting financial

"The RSUs vest in three equal annual installments on March 31, 2027, March 31, 2028, and March 31, 2029, subject to her continued service."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nolan Katherine C

(Last) (First) (Middle)

C/O TWFG, INC.

10055 GROGANS MILL RD, SUITE 500

(Street)

THE WOODLANDS TEXAS 77380

(City) (State) (Zip)

UNITED STATES

(Country)

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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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	03/31/2026		A		12,500(1)	A	$0	94,436	D
Class A Common Stock	03/31/2026		F		828(2)	D	$18.39	93,608	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. Represents restricted stock units ("RSUs") granted under the 2024 Omnibus Incentive Plan. The RSUs vest in three equal annual installments on March 31, 2027, March 31, 2028, and March 31, 2029, subject to her continued service with the issuer through each vesting date.

2. The shares are withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the release of RSUs.

Remarks:

	/s/ Julie E. Benes, as Attorney-In-Fact for Katherine C. Nolan	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did TWFG (TWFG) COO Katherine Nolan report in this Form 4?

Katherine Nolan reported a grant of 12,500 restricted stock units of Class A Common Stock and a related tax-withholding share disposition. These awards are compensation, not open-market trades, and are part of TWFG’s 2024 Omnibus Incentive Plan for senior executives.

How many TWFG Class A shares does the COO hold after these transactions?

After the reported grant and tax withholding, Katherine Nolan directly holds 93,608 shares of TWFG Class A Common Stock. This figure reflects her updated ownership position following the 12,500-share RSU grant and the withholding of 828 shares for tax obligations.

How are the 12,500 TWFG restricted stock units scheduled to vest?

The 12,500 restricted stock units vest in three equal annual installments. Vesting dates are March 31, 2027, March 31, 2028, and March 31, 2029, and each installment depends on Katherine Nolan’s continued service with TWFG through the respective vesting date.

Why were 828 TWFG shares disposed of in this Form 4 filing?

The 828 shares were withheld at Katherine Nolan’s election to cover tax withholding obligations tied to the release of restricted stock units. This is a common, non-market mechanism where the issuer withholds shares instead of the executive paying cash for the tax liability.

What price was used for the TWFG tax-withholding shares in this transaction?

The 828 shares withheld for tax obligations were valued at $18.39 per share. This price is used solely to determine the number of shares needed to satisfy Katherine Nolan’s tax liability arising from the release of restricted stock units, not as an open-market sale price.