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TWFG, Inc.

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

TWFG$26.79-4.7%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Table of Contents

Page
Part I - Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)1
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 20241
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 20242
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 20243
Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Stockholders’/Members’ Equity for the three and nine months ended September 30, 2025 and 20244
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 20246
Notes to the Condensed Consolidated Financial Statements8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations21
Item 3. Quantitative and Qualitative Disclosures About Market Risk41
Item 4. Controls and Procedures42
Part II - Other Information
Item 1. Legal Proceedings43
Item 1A. Risk Factors43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds43
Item 5. Other Information43
Item 6. Exhibits44
Signatures45

Cautionary Note Regarding Forward-Looking Statements

We have made statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”) that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the captions entitled Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 27, 2025 (our “Annual Report”) and Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of any subsequent Quarterly Reports on Form 10-Q. Many of these factors have previously been identified in filings or statements made by us or on our behalf.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Commonly Used Defined Terms

“we,” “us,” “our,” the “Company,” “TWFG,” and similar references refer to: (i) TWFG, Inc. and, unless otherwise stated or the context otherwise requires, all of its subsidiaries, including TWFG Holding Company, LLC (“TWFG Holding”), for periods following the consummation of certain reorganization transactions (the “Reorganization Transactions”), including our initial public offering (“IPO”), and (ii) TWFG Holding and, unless otherwise stated or the context otherwise requires, all of its subsidiaries, for periods prior to the completion of the Reorganization Transactions, including our IPO;

Adjusted Diluted Earnings Per Share: Adjusted Net Income divided by diluted shares outstanding after adjusting for the effect of (i) the exchange of 100% of the outstanding Class B common stock of the Company (the “Class B Common Stock”) and Class C common stock of the Company (the “Class C Common Stock”) (together with the related limited liability company units of TWFG Holding (the “LLC Units”)) into shares of Class A common stock of the Company (“Class A Common Stock”) and (ii) the vesting of 100% of the unvested equity awards and exchange into shares of Class A Common Stock;

Adjusted EBITDA: EBITDA adjusted to exclude equity-based compensation and other non-operating items, including certain nonrecurring or non-operating gains or losses;

Adjusted EBITDA Margin: Adjusted EBITDA divided by total revenues;

Adjusted Free Cash Flow: Cash flow from operating activities (the most directly comparable GAAP measure) less cash payments for tax distributions, purchases of property and equipment and acquisition-related costs;

Adjusted Net Income: Net income (the most directly comparable GAAP measure) before amortization, non-recurring or non-operating income and expenses, including equity-based compensation, adjusted to assume a single class of stock (Class A) and assuming noncontrolling interests do not exist;

Adjusted Net Income Margin: Adjusted Net Income divided by total revenues;

Admitted: The insurance market comprising insurance carriers licensed to write business on an “admitted” basis by the insurance commissioner of the state in which the risk is located. Insurance rates and forms in this market are highly regulated by each state and coverages are largely uniform;

Book of Business: Active Client list;

i

Branch: An independent agency that contracts with our Insurance Services offering, operates its agency through TWFG’s “Agency-in-a-Box” and with TWFG’s branding, and receives all benefits of working with TWFG, including a work and revenue share, TWFG back-office support, marketing and access to a fully integrated agency management system. TWFG branding is restricted to the Branches and Corporate Branches, all of which are listed on our website and can be found using the location filter. Branches and Corporate Branches are exclusive to TWFG, meaning that they can only write certain insurance business through TWFG;

Client: Individual or entity that purchases an insurance policy or seeks to purchase an insurance policy from TWFG Agencies;

Corporate Branch: An agency within our Insurance Services offering that is wholly owned by TWFG;

EBITDA: Earnings before interest, income taxes, depreciation and amortization;

M&A: Mergers and acquisitions;

MGA: Managing general agency;

MGA Agencies: Independent agencies that contract with TWFG MGA to obtain access to additional insurance carriers or programs. TWFG MGA Agencies do not include TWFG branding and are not exclusive to TWFG;

Organic Revenue: Total revenues (the most directly comparable GAAP measure) for the relevant period, excluding contingent income, non-policy fee income, other income and those revenues generated from acquired businesses;

Organic Revenue Growth: Organic Revenue Growth is the change in Organic Revenue period-to-period;

P&C: Property and casualty insurance;

Total Written Premium: The total amount of current premium (net of cancellations) placed with insurance carriers;

TWFG Agencies: Branches, Corporate Branches and MGA Agencies; and

TWFG MGA: TWFG’s managing general agency.

ii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.