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TWFG Inc

For the period ended Sep 30, 2024. Filed Nov 13, 2024.

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, 2024 · Filed Nov 13, 2024

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

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Table of Contents

Page
Part I - Financial Information
Item 1. Financial Statements (Unaudited)1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 20231
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and 20232
Condensed Consolidated Statements of Financial Position as of September 30, 2024 and December 31, 20233
Condensed Consolidated Statements of Stockholders’/Members’ Equity for the three and nine months ended September 30, 2024 and 20234-5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 20236
Notes to the Condensed Consolidated Financial Statements8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations29
Item 3. Quantitative and Qualitative Disclosures About Market Risk53
Item 4. Controls and Procedures54
Part II - Other Information
Item 1. Legal Proceedings55
Item 1A. Risk Factors55
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds55
Item 5. Other Information55
Item 6. Exhibits57
Signatures59

Cautionary Note Regarding Forward-Looking Statements

We have made statements in this Quarterly Report on Form 10-Q 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 “Risk factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our prospectus (the “IPO Prospectus”) relating to our Registration Statement on Form S-1, as amended (Registration No. 333-280439) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). You should specifically consider the numerous risks outlined under “Risk factors” in the IPO Prospectus.

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, for periods following the consummation of the Reorganization Transactions (as defined herein), including our initial public offering (“IPO”), and (ii) TWFG Holding Company, LLC 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.

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.

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.

E&O: Errors and omissions.

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.

P&C: Property and casualty insurance.

TWFG Agencies: Branches, Corporate Branches and MGA Agencies.

i

TWFG MGA: TWFG’s managing general agency.

ii

ContentsView on SEC.gov

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