DEF 14A of TWFG, Inc., Apr 10, 2026

DEF 14A of TWFG, Inc.

Filed Apr 10, 2026 · FY20250001628280-26-024692

Open on EDGAR

  1. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 TWFG, INC. _________________________________________________________________________________________________ (Name of Registrant as Specified In Its Charter) _________________________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

  2. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 10055 Grogans Mill RD, Suite 500 The Woodlands, TX 77380 Telephone: (281) 367-3424 |

  3. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | April 10, 2026 Fellow Stockholders: Dear Fellow Stockholders, Thank you for your continued confidence in TWFG and for the trust you place in our organization. As Founder, Chairman, and Chief Executive Officer, I am proud to share our progress for 2025 and outline how we are building on this momentum to create enduring value in the years ahead. 2025 marked a pivotal chapter in TWFG’s evolution. As our second year as a public company, it was a year defined by strong execution, sustained organic growth, and meaningful progress in scaling the platform we have deliberately built over more than two decades. Our performance reflects the resilience of our business model and our ability to operate effectively across varying market conditions. For the full year, total revenue increased 22.0% to $248.5 million, driven by double-digit organic growth and solid performance across both our Insurance Services and MGA platforms. Organic Revenue Growth* of 11.6% reflected healthy new business production, stable retention, and continued expansion of our national footprint. Importantly, we delivered significant profitability and cash generation, with net income increasing 44% to $41.2 million and net income margin margin expanding to 16.6%, and Adjusted EBITDA* increasing 47.4% to $66.8 million and Adjusted EBITDA Margin* expanding to 26.9%. These results underscore both the quality of our earnings and the operating leverage inherent in our platform. Most importantly, these accomplishments are a testament to the dedication of our employees, agents, and carrier partners nationwide. TWFG has always been a people-centric organization, built on entrepreneurial agents serving their local communities and supported by a platform designed to help them succeed. I am deeply grateful to our teams for their commitment to our clients and to one another. A Platform Built for Long-Term Growth Since our founding in 2001, our strategy has remained consistent: empower independent agents while creating meaningful value for clients and carrier partners. Today, that strategy continues to distinguish TWFG in an insurance distribution landscape undergoing structural change. The industry’s ongoing shift toward independent distribution plays directly to our strengths. Carriers increasingly seek efficient, high-quality distribution partners, while agents look for scale, market access, and operational support. Our Agency-in-a-Box model and MGA platform uniquely address these needs by combining entrepreneurial independence with the benefits of scale, technology, and deep carrier relationships. | | 2025 TOTAL NET INCOME GROWTH | | | | | | 2025 TOTAL REVENUE GROWTH | | | | | | 2025 ORGANIC REVENUE GROWTH | | | | | | 2025 ADJUSTED EBITDA GROWTH | | | | |

  4. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Operating in a Changing Market Environment Market conditions evolved meaningfully over the course of 2025. Following a period of constrained capacity in certain regions and product lines, we began to see improving carrier appetite for new business alongside continued underwriting discipline. As pricing trends moderate, success increasingly depends on execution, service levels, and market share gains rather than rate alone. | | | During 2025, we continued to expand our national presence through agent recruiting, organic branch growth, and disciplined acquisitions. Organic growth remains the cornerstone of our strategy. While acquisitions enhance our capabilities and accelerate expansion, our long-term success is driven by agent productivity, strong carrier alignment, and our ability to consistently attract, win, and retain high-quality business. | | | We believe this environment strongly favors platforms like TWFG that deliver high-quality submissions, efficient placement, and strong client outcomes. Our alignment with carrier underwriting priorities and our focus on long-term client relationships position us well as the market continues to normalize. Technology, including artificial intelligence, remains an important enabler within our platform. We view these tools as enhancing efficiency, improving service, and increasing productivity - allowing our agents to spend more time advising clients and growing their businesses. As these capabilities continue to evolve, we believe they will further strengthen our value proposition and support scalable growth. Disciplined Growth and Capital Allocation Our approach to growth remains thoughtful and disciplined. We continue to evaluate acquisition opportunities that complement our platform, expand carrier access, and align culturally with TWFG. At the same time, we remain focused on maintaining financial flexibility and generating strong free cash flow to support continued investment in people, technology, and infrastructure. The scalability of our business model allows us to grow profitably while investing for the long term. As we expand our Corporate Branch footprint and MGA capabilities, we believe we are meaningfully enhancing our long-term earnings power while preserving the entrepreneurial culture that has defined TWFG from the beginning. |

  5. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Looking Ahead As we enter 2026, we do so with confidence and momentum. The investments we have made, combined with a constructive industry backdrop and powerful structural tailwinds favoring independent distribution, position TWFG for continued success. Our priorities remain clear: •Deliver consistent double-digit organic growth •Expand margins through operating leverage and scale •Allocate capital responsibly and strategically •Continue building a platform that attracts premier agents and delivers exceptional service to clients We are confident in our ability to execute against these objectives and to continue creating long-term value for our stockholders. On behalf of our leadership team and Board of Directors, thank you for your continued support and trust in TWFG. Respectfully yours, | | | | | * Adjusted EBITDA, Adjusted EBITDA Margin and Organic Revenue Growth are non-GAAP measures. For definitions of and reconciliations to the most directly comparable financial measures presented in accordance with GAAP, please see the Appendix. | | | Richard F. ("Gordy") Bunch III Chairman and Chief Executive Officer | | | | | |

  6. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 10055 Grogans Mill RD, Suite 500 The Woodlands, TX 77380 Telephone: (281) 367-3424 |

  7. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Notice of Annual Meeting of Stockholders

  8. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | DATE & TIME Wednesday, May 27, 2026 9:00 a.m. (Central Time) WHERE The meeting will be a virtual-only meeting, conducted exclusively via webcast at www.virtualshareholdermeeting.com/TWFG2026. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. Stockholders will be able to attend, vote, and submit questions (both before and during a portion of the meeting) virtually. |

  9. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | You are cordially invited to attend our 2026 Annual Meeting of Stockholders on Wednesday, May 27, 2026, at 9:00 a.m. (Central Time). Please review the enclosed materials and submit your proxy on a timely basis. Your vote is important. The principal business of the 2026 annual meeting of stockholders of TWFG, Inc. (the "Annual Meeting") will be to: | | | 1 | Elect each of Richard F. ("Gordy") Bunch III, Michael Doak, Jonathan Anderson, Michelle Caroline Bunch, Robin A. Ferracone, and Janet S. Wong, as a director, to hold office until the 2027 annual meeting of stockholders; | | 2 | Ratify the appointment of Deloitte & Touche LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and | | 3 | Transact any other business as may properly come before the meeting or any adjournment or postponement thereof. | | You can vote at the Annual Meeting in person virtually or by proxy if you were a stockholder of record at the close of business on March 30, 2026. You may revoke your proxy at any time prior to its exercise at the Annual Meeting. We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules adopted by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred. By Order of the Board of Directors, | | | | | | Julie E. Benes Chief Legal Officer | |

  10. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 27, 2026: The Notice of Annual Meeting, Proxy Statement and our 2025 Annual Report to Stockholders are available electronically at www.proxyvote.com. |

  11. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Table of Contents

  12. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | 1 | | Voting Matters and Board Recommendations | 1 | | How to Vote | 1 | | Director Snapshot | 2 | | Director Qualifications and Experience | 2 | | Proposal One - Election of Directors | 3 | | Director Skills Matrix | 4 | | Director Biographies | 5 | | Corporate Governance | 9 | | Code of Ethics and Business Conduct | 9 | | Director Independence | 9 | | Risk Oversight | 10 | | Communication with Directors | 10 | | Board Qualifications | 3 | | Director Nominations | 10 | | Attendance at Annual Meeting | 10 | | Related-Party Transaction Policy | 10 | | Board Leadership Structure | 11 | | Board Meetings and Committees | 12 | | Director Compensation | 15 | | Director Compensation Table | 15 | | Ownership of Common Stock | 16 | | Beneficial Ownership of Directors, Officers and 5% Stockholders | 16 | | Prohibition on Hedging and Stock Pledging | 19 | | Clawback Policy | 19 | | Insider Trading Policy | 19 | | Section 16(a) Beneficial Ownership Reporting Compliance | 20 | | Executive Officers | 21 |

  13. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Executive Summary | 23 | | Financial Highlights | 23 | | Fiscal 2025 Financial Highlights and Business Performance | 24 | | Strategic Accomplishments and Platform Expansion | 24 | | How Our Compensation Programs Support Our Strategy | 25 | | Executive Compensation | 27 | | Summary Compensation Table | 28 | | Narrative Disclosure to Summary Compensation Table | 28 | | Outstanding Equity Awards at Fiscal Year-End | 30 | | Additional Narrative Disclosure | 30 | | Potential Payments upon Termination or Change in Control | 31 | | Equity Compensation Plan Information | 32 | | Certain Relationships and Related-Party Transactions | 33 | | Indemnification Agreements with our Directors and Officers | 37 | | Audit Committee Report | 38 | | Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm | 39 | | Pre-Approval Policies and Procedures | 40 | | Availability of Annual Report on Form 10-K | 41 | | Questions and Answers | 42 | | Other Business | 48 | | Appendix | A-1 |

  14. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 10055 Grogans Mill RD, Suite 500 The Woodlands, TX 77380 Telephone: (281) 367-3424 |

  15. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proxy Summary This proxy statement (the "Proxy Statement") is furnished in connection with the solicitation by the Board of Directors (the "Board") of TWFG, Inc. of proxies from the holders of our Class A common stock, par value $0.01 per share (the "Class A Common Stock"), our Class B common stock, $0.00001 par value per share (the "Class B Common Stock"), and our Class C common stock, $0.00001 par value per share (the "Class C Common Stock" and, together with the Class A Common Stock and Class B Common Stock, the "Common Stock") for use at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held virtually at www.virtualshareholdermeeting.com/TWFG2026 on May 27, 2026 at 9 a.m. Central Time, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Company’s Annual Report to Stockholders, which includes the Company’s Form 10-K for the fiscal year ended December 31, 2025, (the "Form 10-K") and other financial information (the "Annual Report"), is included with this Proxy Statement for informational purposes and not as a means of soliciting your proxy. We will furnish any exhibit to our Form 10-K at no charge to any stockholder who provides a written request to the Company’s Secretary at the address above. You can also access our filings with the Securities and Exchange Commission ("SEC"), including our annual reports and all amendments thereto, at https://sec.gov. This Proxy Statement and the accompanying proxy card and Notice of Annual Meeting of Stockholders are first being provided to stockholders on or about April 10, 2026. Unless otherwise indicated or unless the context otherwise requires, all references in this Proxy Statement to the "Company," "TWFG," "we," "us," "our" and similar expressions are references to TWFG, Inc. and, unless otherwise stated or the context otherwise requires, all of its subsidiaries, including TWFG Holding Company, LLC ("TWFG LLC"). This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Voting Matters and Board Recommendations

  16. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proposal | | The Board’s Recommendations | Page | | 1 | Elect each of the six director nominees for a one-year term | FOR each director nominee | 3 | | 2 | Ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the year ending December 31, 2026 | FOR | 39 |

  17. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    How to Vote

  18. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | | | Internet www.virtualshareholdermeeting.com/TWFG2026 (prior to May 26, 2026) Attend our Annual Meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website. | Telephone 1-800-690-6903 | Mail Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope. |

  19. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | TWFG, INC. | 2026 Proxy Statement | 1 |

  20. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | Table of Contents |

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    Director Snapshot

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    | | | | | Committee Memberships | | | Name | Independent | Age | Director Since | AC | CC | | Richard F. ("Gordy") Bunch III | No | 53 | 2024 | | | | Michael Doak | Yes | 50 | 2024 | ● | | | Jonathan Anderson | Yes | 47 | 2024 | ● | ● | | Michelle Caroline Bunch | No | 54 | 2024 | | | | Robin A. Ferracone | Yes | 72 | 2024 | | ● | | Janet S. Wong | Yes | 67 | 2024 | ● | |

  23. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Key to Committees: AC = Audit Committee CC = Compensation Committee Director Qualifications and Experience

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    | LEADERSHIP EXPERIENCE | FINANCIAL OR ACCOUNTING ACUMEN | INSURANCE INDUSTRY EXPERIENCE | | CORPORATE GOVERNANCE | PUBLIC COMPANY EXPERIENCE | CYBERSECURITY |

  25. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 2 | TWFG, INC. | 2026 Proxy Statement |

  26. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    PROPOSAL ONE Election of Directors Our Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") provides that our Board must have between three and eleven directors, and the number of directors to hold office at any time may be determined from time to time by resolution of our Board. Our Board currently consists of six members. Richard F. ("Gordy") Bunch III, Michael Doak, Jonathan Anderson, and Michelle Bunch have served as directors since the inception of TWFG, Inc. in January 2024. Robin A. Ferracone and Janet S. Wong joined the Board in July 2024, when the Company completed its initial public offering ("IPO"). Our Board is currently declassified and will remain so until the Majority Ownership Requirement (as defined below) is no longer satisfied. See "Board Leadership Structure — Composition" for more information. Each director is subject to re-election annually and serves until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Our Board has nominated each of Richard F. ("Gordy") Bunch III, Michael Doak, Jonathan Anderson, Michelle Caroline Bunch, Robin A. Ferracone, and Janet S. Wong for re-election as directors. Biographical information for each director nominee is set forth below. If elected at the Annual Meeting, each of these nominees will serve for a one-year term expiring at the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of the other nominee and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of each of Richard F. ("Gordy") Bunch III, Michael Doak, Jonathan Anderson, Michelle Caroline Bunch, Robin A. Ferracone, and Janet S. Wong as a director.

  27. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | The Board recommends a vote "FOR" the election of each of Richard F. ("Gordy") Bunch III, Michael Doak, Jonathan Anderson, Michelle Caroline Bunch, Robin A. Ferracone, and Janet S. Wong as a director. |

  28. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Board Qualifications The Board, along with the holders of a majority of the outstanding shares of our Class C Common Stock, selects nominees for election to our Board. As long as the Substantial Ownership Requirement (as defined in our Certificate of Incorporation) is satisfied, the holders of a majority of the outstanding shares of our Class C Common Stock are entitled to designate a majority of the nominees for election, including the nominee for election to serve as Chairman of the Board at the annual meeting of stockholders and for recommending individuals to fill any vacancies on the Board. The Board and Bunch Family Holdings, LLC ("Bunch Holdings"), as the holder of all outstanding shares of Class C Common Stock, evaluate potential nominees based on the following criteria.

  29. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | TWFG, INC. | 2026 Proxy Statement | 3 |

  30. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | PROPOSAL 1: Election of Directors | Table of Contents |

  31. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Each director nominee must possess the following qualifications:

  32. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility. | Have a genuine interest in TWFG, and recognition that as a member of our Board, each director is accountable to all our stockholders, not to any particular interest group. | Have a background that demonstrates an understanding of our business and financial affairs. | | Have no conflict of interest or legal impediment that would interfere with the duty of loyalty owed to TWFG and our stockholders. | Have the ability and be willing to spend the time required to function effectively as a director. | Be compatible and able to work well with other directors and executives in a team effort with a view to a long-term relationship with TWFG as a director. | | Have independent opinions and be willing to state them in a constructive manner. | | Directors are selected on the basis of talent and experience. |

  33. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Directors are selected on the basis of talent and experience. A broad array of experience in business, insurance and other areas relevant to our activities are factors in the selection process. While TWFG, as a "controlled company" within the meaning of the Nasdaq rules, is exempt from the Nasdaq requirement that a majority of individuals be independent, a nominee's ability to meet the independence criteria established by Nasdaq is also a factor in the nominee selection process. For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies set forth below. Director Skills Matrix

  34. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Name | Leadership Experience | Financial or Accounting Acumen | Insurance Industry Experience | Corporate Governance | Public Company Experience | Cybersecurity | | Richard F. Bunch III | ● | ● | ● | ● | ● | | | Michael Doak | ● | ● | ● | ● | ● | | | Jonathan Anderson | ● | ● | ● | ● | ● | | | Michelle Caroline Bunch | | | ● | | ● | | | Robin A. Ferracone | ● | | ● | ● | ● | | | Janet S. Wong | ● | ● | | ● | ● | ● | | Total | 5 | 4 | 5 | 5 | 6 | 1 |

  35. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 4 | TWFG, INC. | 2026 Proxy Statement |

  36. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Table of Contents | PROPOSAL 1: Election of Directors |

  37. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Director Biographies The following is a brief biographical summary of the experience of our director nominees:

  38. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | RICHARD F. BUNCH III is an entrepreneur who founded TWFG in 2001. Mr. Bunch has served as Chairman and Chief Executive Officer of TWFG since its inception. He has over 30 years of industry experience. Prior to founding TWFG, Mr. Bunch worked in the insurance industry as a Manager, Financial Services at Prudential, Associate General Agent at American National and Agent at Texas Farm Bureau. He holds multiple professional licenses, including Life & Health Agent, Property & Casualty Agent, Managing General Agent, Surplus Lines Agent and Lloyd’s of London Coverholder. Mr. Bunch previously held FINRA Series 6, 7, 24, 63 and 65 licenses. He also served in the U.S. Coast Guard as Petty Officer 3rd Class with a focus on logistics, accounting, U.S. General Services Administration contracting and law enforcement. During his time in service, Mr. Bunch embarked on several deployments, including the Hurricane Andrew Emergency Response Team, Human Trafficking & Drug interdiction, and Search & Rescue. He currently serves on the Board of Directors for the National Coast Guard Museum as well as the Chairman of the Capital Campaign Committee. Mr. Bunch also served on The Woodlands Township Board of Directors from 2012 to 2022, including as the elected Chairman from 2016 to 2022. He was named the 2015 Ernst & Young Products & Services Entrepreneur of the Year for the Gulf Coast Region. We believe Mr. Bunch’s extensive industry and leadership experience and his insight into our business as our founder and Chief Executive Officer make him a valuable member of our Board. | | | Richard F. ("Gordy") Bunch III Chief Executive Officer, Chairman and Director Age: 53 Director Since: 2024 | |

  39. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | MICHAEL DOAK is the lead independent director and has served on our Board since the Company's inception in January 2024. Mr. Doak has served as the Chief Executive Officer and Managing Partner of Griffin Highline Capital since 2020. Prior to founding Griffin Highline Capital, he served in various leadership roles at entities associated with RenaissanceRe and as the portfolio manager of the direct investments portfolio. Mr. Doak currently serves on the board of managers of Open Road Ultimate Holdings LLC, Inness Ultimate Holdings LLC, Adoro Holdings LLC and Dallas Specialty Ultimate Holdings LLC. He was previously a director and chair of the Nominating and Governance Committee of Trupanion, Inc., a director at Falcon Risk Holdings LLC, a director of Tower Hill Insurance Group and a director of DaVinci Reinsurance Ltd. Mr. Doak earned his Bachelor of Arts degree from the University of Virginia and his Juris Doctor degree from the University of Pennsylvania Law School. We believe Mr. Doak is qualified to serve on our Board due to his experience advising insurance and high growth companies, his financial and investment expertise and his experience with private and public companies. | | | Michael Doak Lead Independent Director Age: 50 Director Since: 2024 | |

  40. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | TWFG, INC. | 2026 Proxy Statement | 5 |

  41. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | PROPOSAL 1: Election of Directors | Table of Contents |

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    | | | JONATHAN ANDERSON has served on our Board since the Company's inception in 2024. Mr. Anderson has served as Senior Vice President, Global Head – Strategic Investments of RenaissanceRe, a Property & Casualty reinsurance provider, since 2020. Prior to joining RenaissanceRe, he was an Executive Director in Morgan Stanley’s Investment Banking group, advising insurance companies on Mergers & Acquisitions ("M&A") and capital raising transactions from 2010 to 2020. Mr. Anderson earned his Bachelor of Arts degree from the Ivey School of Business at Western University and his Master of Business Administration degree from The University of Chicago Booth School of Business. We believe Mr. Anderson is qualified to serve on our Board due to his experience advising boards and executives of insurance companies, his expertise in finance and corporate governance and his experience in the insurance industry. | | | Jonathan Anderson Independent Director Age: 47 Director Since: 2024 | |

  43. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | MICHELLE CAROLINE BUNCH has served on our Board since the Company's inception in January 2024. Ms. Bunch was previously licensed as a Life & Health Agent and Property & Casualty Agent and worked as an insurance agent with American National. She earned her Bachelor of Science degree from the University of North Texas. We believe Ms. Bunch is qualified to serve on our Board due to her insurance industry experience and extensive knowledge of TWFG’s business. | | | Michelle Caroline Bunch Director Age: 54 Director Since: 2024 | |

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    | 6 | TWFG, INC. | 2026 Proxy Statement |

  45. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Table of Contents | PROPOSAL 1: Election of Directors |

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    | | | ROBIN A. FERRACONE has served on our Board since July 2024, when the Company completed its IPO. Since 2007, Ms. Ferracone has served as the Chief Executive Officer of Farient Advisors LLC, a performance and strategic compensation advisory firm. Previously, she was Vice Chair of the western region of Marsh & McLennan Companies, Inc. (“MMC”), a global professional services firm in the areas of risk, strategy, and human capital, and President, Human Capital Business of Mercer, a subsidiary of MMC. Ms. Ferracone served as a member of Trupanion Inc.’s ("Trupanion") board of directors from 2015 to 2021. She also served as Chair of Trupanion’s Compensation Committee from 2015 to 2021 and was a member of Trupanion’s Nominating and Corporate Governance Committee from 2015 to 2021. Ms. Ferracone has been named to the NACD Directorship 100, a list of the Most Influential People in Boardrooms and Corporate Governance, 15 times. Ms. Ferracone holds a Master of Business Administration from the Harvard Business School and a Bachelor of Arts degree in Economics and Management Science from Duke University. We believe Ms. Ferracone is qualified to serve on our Board due to her extensive expertise in corporate governance, human capital and compensation consulting, her leadership experience, her prior service on a public company board, and her experience as an insurance brokerage and consulting company executive. | | | Robin A. Ferracone Independent Director (Chair of the Compensation Committee) Age: 72 Director Since: 2024 | |

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    | TWFG, INC. | 2026 Proxy Statement | 7 |

  48. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | PROPOSAL 1: Election of Directors | Table of Contents |

  49. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | JANET S. WONG has served on our Board since July 2024, when the Company completed its IPO. Ms. Wong is a licensed Certified Public Accountant with more than 30 years of public accounting experience. She is a partner (retired) with KPMG LLP, an international professional services firm, where she served as a National Practice Lead Partner from 1995 to 2008. Ms. Wong began service as a director of Valvoline, Inc., a leader in preventive automotive maintenance, in January 2026. She has served as a director of Lucid Group, Inc., a technology manufacturer of electric vehicles and energy storage, since 2021. Ms. Wong previously served as a director of Enviva Inc., a global energy company, from 2015 to December 2024 and a director of Lumentum Holdings Inc., a manufacturer of innovative optical and photonic products as well as a developer of next-generation technologies from 2020 to November 2024. In addition, she previously served as a director of Shine Technologies, a private company focusing on nuclear technology and clean energy, from 2021 to 2022 and a director of Allegiance Bancshares, Inc., a commercial banking organization, from 2020 to 2022. Ms. Wong also served on the advisory board of Big Controls Inc., a business intelligence and analytics company, from 2016 to 2020. She currently serves as a trustee on the non-profit board of the Louisiana Tech University Foundation. Ms. Wong holds a Master of Professional Accountancy from Louisiana Tech University and a Master of Taxation from Golden Gate University. She is a NACD (National Association of Corporate Directors) Certified® Director. Ms. Wong has completed executive education programs for corporate board of directors at Harvard Business School and Stanford Law School. In addition, she holds a certificate in Cyber-Risk Oversight from Carnegie-Mellon University. We believe Ms. Wong is qualified to serve on our Board due to her extensive experience and expertise in finance, board governance, risk and regulatory matters (including cyber), M&A and strategy. | | | Janet S. Wong Independent Director (Chair of the Audit Committee) Age: 67 Director Since: 2024 | |

  50. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Vote Required and Board Recommendation The election of the listed director nominees requires the affirmative vote of a plurality of the votes cast by stockholders represented at the Annual Meeting, assuming a quorum is present.

  51. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | The Board recommends a vote "FOR" the election of each of Richard F. ("Gordy") Bunch III, Michael Doak, Jonathan Anderson, Michelle Caroline Bunch, Robin A. Ferracone, and Janet S. Wong as a director. |

  52. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 8 | TWFG, INC. | 2026 Proxy Statement |

  53. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Corporate Governance In 2025, our first full year as a public company, we continued to enhance and refine the corporate governance practices we believe promote long‑term value creation, strengthen public trust, and serve the best interests of our stockholders and other stakeholders. Key elements of our corporate governance framework include the ongoing leadership of our lead independent director, who maintains a broad and clearly defined set of responsibilities; a Board comprised of a majority of independent directors with diverse and relevant expertise; annual reviews of our corporate governance policies and committee charters; comprehensive annual assessments of the Board and its committees; robust risk oversight by the full Board and its committees; and stock ownership guidelines designed to align the interests of our directors and executive officers with those of our stockholders. Code of Ethics and Business Conduct Our Board has adopted a Code of Ethics and Business Conduct (the "Code of Ethics") that applies to all our employees, officers and directors, including those officers responsible for financial reporting. These standards set forth in the Code of Ethics are designed to deter wrongdoing and to promote honest and ethical conduct. The full text of our Code of Ethics is available on our website at https://investors.twfg.com/corporate-governance/documents-charters. Any waiver of the Code of Ethics for directors or executive officers may be made by the Audit Committee of the Board (the "Audit Committee") and will be disclosed to our stockholders as required by applicable U.S. federal securities laws and the corporate governance rules of The Nasdaq Stock Market LLC ("Nasdaq"). Amendments to the Code of Ethics must be approved by our Board and will be disclosed (other than technical, administrative or non-substantive changes) as required by applicable U.S. federal securities laws. Any amendments to the Code of Ethics, or any waivers of its requirements for which disclosure is required, will be disclosed on our website. Director Independence Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that none of Mr. Doak, Mr. Anderson, Ms. Wong, and Ms. Ferracone, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and the rules of Nasdaq. In making this determination, our Board considered the current and prior relationships that each non-employee director has with TWFG and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of each class of our Common Stock by each non-employee director and the transactions involving them described under "Certain Relationships and Related-Party Transactions."

  54. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | TWFG, INC. | 2026 Proxy Statement | 9 |

  55. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Corporate Governance | Table of Contents |

  56. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Risk Oversight Our full Board exercises risk oversight at TWFG. Board committees take the lead in distinct areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements and the Compensation Committee of the Board (the "Compensation Committee") is primarily responsible for risk oversight relating to executive compensation. In addition, our Board and its committees exercise their risk oversight function by regularly receiving and evaluating reports from management and by making inquiries of management concerning these reports, as appropriate. Furthermore, our Board and its committees receive reports from our auditors and other consultants, and may meet in executive sessions with these outside consultants. Communications with Directors Interested parties may communicate with our Board or with an individual director by writing to our Board or to the particular director and mailing the correspondence to: TWFG, Inc., 10055 Grogans Mill RD, Suite 500, The Woodlands, TX 77380, Attention: Secretary. The Secretary will promptly relay to the addressee all communications that require prompt attention and will regularly provide our Board with a summary of all substantive communications. Director Nominations The Board will consider candidates for directors recommended by stockholders so long as the recommendations comply with our Certificate of Incorporation and Amended and Restated Bylaws (the "Bylaws") and applicable laws, rules and regulations, including those promulgated by the SEC. The Board will evaluate such recommendations in accordance with our Bylaws and the regular nominee criteria described above. Stockholders wishing to recommend a candidate for nomination should comply with the procedures set forth in the section below entitled "Questions and Answers — How do I recommend a director nominee?" Attendance at Annual Meeting Directors are expected to attend our annual meetings of stockholders. Last year, all of our Board members attended the Company’s annual meeting of stockholders. Related-Party Transaction Policy Our Audit Committee has the primary responsibility for reviewing and approving or ratifying transactions with related parties under our Related Party Transaction Policy (as described below). Our Board has adopted a formal Related Party Transaction Policy, pursuant to which the Audit Committee reviews all Related-Party Transactions (as defined below) and must either approve or ratify any covered Related Party Transaction for it to be consummated or continue. The Related Party Transaction Policy requires that notice of a proposed Related Party Transaction be provided to our legal department prior to entry into such transaction. If our legal department determines that such transaction is a Related Party Transaction, the proposed transaction will be submitted to the Audit Committee for consideration at its next meeting. In reviewing any Related Party Transaction, the Audit Committee considers all relevant facts and circumstances, including the aggregate dollar value of the transaction, whether the terms of the transaction are fair to the Company, whether there are demonstrable business reasons for the Company to enter into the transaction, and the role the related party has played in arranging the transaction. The Audit Committee determines, in its discretion, whether the proposed transaction is in the best interests of TWFG and our stockholders.

  57. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 10 | TWFG, INC. | 2026 Proxy Statement |

  58. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Table of Contents | Corporate Governance |

  59. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Board Leadership Structure Our Board fills the positions of Chairman and Chief Executive Officer ("CEO") based upon our Board's view of what is in the best interests of TWFG. The CEO and Chairman may, but need not be, the same person. Currently, Mr. Bunch, is our CEO and Chairman, and Mr. Doak is our Lead Independent Director. We believe this leadership structure is best for us and our stockholders. Having the same leader for both TWFG and our Board minimizes the potential for confusion or duplication of efforts and provides clear leadership and accountability for us. We believe there is effective communication between management and our non-employee directors, and that our non-employee directors are able to carry out their oversight responsibilities effectively. The small size of our Board and the relationship between management and non-employee directors put each director in a position to influence agendas, flow of information, and other matters. On occasion, our Board holds separate meetings for independent directors without management present. These meetings are generally held in conjunction with regularly scheduled meetings and at other times as requested by the lead independent director.

  60. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | | | Our Board believes that management speaks for TWFG. While individual non-employee directors may, from time-to-time, meet or otherwise communicate with various constituencies that are involved with us, it is expected that directors would do this with the knowledge of management and, absent unusual circumstances, only at the request of management. |

  61. Self-Evaluation

    Director Compensation Our non-employee directors receive equity and cash compensation for their service as directors. Non-employee directors receive annual cash compensation of $60,000 for service on our Board and additional compensation for committee service as follows: •Audit Committee – $20,000 for the chair; •Compensation Committee – $15,000 for the chair; and •Lead Independent Director – $20,000. In addition, each non-employee director receives an annual grant of restricted stock units ("RSUs") with a grant date fair value of $80,000. All RSUs granted to non-employee directors will vest fully on the first anniversary of the grant date, subject generally to the non-employee director’s continued service on the Board. In the event that a non-employee director’s service on the Board is terminated for any reason, a pro-rated portion of the RSUs will vest on the termination date, determined based on a fraction, the numerator being the number of days elapsing from the grant date through and until (but not including) the termination date and the denominator being 365. RSUs may be settled in cash or in shares of Class A Common Stock. Directors who are employees of TWFG receive no compensation for their service as directors. 2025 Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during 2025. Richard F. ("Gordy") Bunch III, our Chairman and CEO, received no compensation in connection with his service as director and, accordingly, he is omitted from this table.

  62. Self-Evaluation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Michael Doak | 80,000 | 80,000 | 160,000 | | Jonathan Anderson | 60,000 | 80,000 | 140,000 | | Janet S. Wong | 80,000 | 80,000 | 160,000 | | Robin A. Ferracone | 75,000 | 80,000 | 155,000 | | Michelle Caroline Bunch | 60,000 | 80,000 | 140,000 |

  63. Self-Evaluation

    1.Represents the aggregate grant-date fair value of 2,588 shares of RSUs granted to each non-employee director on March 31, 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 718. RSUs vest fully on the first anniversary of the grant date. The grant-date fair value is based on $30.91 per share, the closing price of our Class A Common Stock on the grant date. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in Note 8 to our audited consolidated financial statements included in our Form 10-K. 2.As of fiscal year end, the aggregate number of unvested RSUs of Class A Common Stock for each director was 2,588. As of March 30, 2026, the aggregate number of unvested restricted stock units of Class A Common Stock for each director was 2,588.

  64. Self-Evaluation

    *Represents beneficial ownership of less than 1% of class. 1.On a fully exchanged and converted basis. Subject to the terms of the TWFG LLC Agreement (as defined below), LLC Units (as defined below) are redeemable or exchangeable for shares of our Class A Common Stock on a one-for-one basis. Beneficial ownership of shares of our Class A Common Stock reflected in this table does not include beneficial ownership of shares of our Class A Common Stock for which such LLC Units may be redeemed or exchanged. 2.On a fully exchanged and converted basis. RenaissanceRE Ventures U.S. LLC ("RenRe") and GHC Woodlands Holdings LLC ("GHC") hold all the issued and outstanding shares of our non-economic Class B Common Stock. 3.On a fully exchanged and converted basis. Bunch Holdings holds all the issued and outstanding shares of our non-economic Class C Common Stock. 4.Represents percentage of voting power of the Class A Common Stock, non-economic Class B Common Stock and non-economic Class C Common Stock held by such person voting together as a single class. Each holder of Class A and non-economic Class B Common Stock is entitled to one vote per share, and each holder of non-economic Class C Common Stock is entitled to ten votes per share, on all matters submitted to our stockholders for a vote. 5.Includes 342,362 shares of Class A Common Stock and 33,893,810 shares of Class C Common Stock beneficially owned by Bunch Holdings, an entity controlled by Mr. Bunch. Mr. Bunch may be deemed to have indirect voting and investment control over the shares held by Bunch Holdings. Also includes (i) 45,069 of shares of Class A Common Stock underlying RSUs that will vest on July 17, 2026 and (ii) 16,175 shares of Class A Common Stock that will vest in three equal annual installments on March 31, 2026, March 31, 2027 and March 31, 2028. Includes 11,967 shares of Class A Common Stock held by Mr. Bunch’s spouse and 11,700 shares of Class A Common Stock held by Mr. Bunch’s sons. Mr. Bunch disclaims all beneficial interest in his wife’s and his sons’ shares. Does not include 16,176 shares underlying performance based RSUs as to which Mr. Bunch does not have voting rights or dispositive power. 6.Includes (i) 29,412 shares of Class A Common Stock underlying RSUs that will vest on July 17, 2026 and (ii) 6,470 shares of Class A Common Stock that will vest in three equal annual installments on March 31, 2026, March 31, 2027 and March 31, 2028. Does not include 6,470 shares underlying performance based RSUs as to which Ms. Nolan does not have voting rights or dispositive power. 7.Includes (i) 19,608 shares of Class A Common Stock underlying RSUs that will vest on July 17, 2026 and (ii) 6,470 shares of Class A Common Stock that will vest in three equal annual installments on March 31, 2026, March 31, 2027 and March 31, 2028. Does not include 6,470 shares underlying performance based RSUs as to which Ms. Zwinggi does not have voting rights or dispositive power. 8.Includes (i) 2,588 shares of Class A Common Stock underlying RSUs that will vest on March 31, 2026, (ii) 588,235 shares of Class A Common Stock owned by Griffin Highline Capital LLC and (iii) 1,820,234 shares of Class B Common Stock owned by GHC. Griffin Highline Capital LLC is the managing member of GHC. Griffin Highline Capital LLC pledged 588,235 shares of Class A Common Stock it owns to secure a senior loan facility. Michael Doak is the Chief Executive Officer, Co-Chairman and Manager of Griffin Highline Capital LLC and has sole voting and dispositive power over the shares held by GHC and Griffin Highline Capital LLC. Mr. Doak disclaims beneficial ownership of any shares owned by GHC or Griffin Highline Capital LLC, except to the extent of his pecuniary interest therein.

  65. Self-Evaluation

    10.Includes (i) 2,588 shares of Class A Common Stock underlying RSUs that will vest on March 31, 2026, (ii) 323,711 shares of Class A Common Stock held by Ms. Bunch’s spouse and (iii) 11,700 shares of Class A Common Stock held by Ms. Bunch’s sons. Ms. Bunch disclaims all beneficial interest in her spouse’s and her sons’ shares. Also includes 342,362 shares of Class A Common Stock and 33,893,810 shares of Class C Common Stock beneficially owned by Bunch Holdings, an entity controlled by Ms. Bunch’s spouse. Mr. Bunch may be deemed to have indirect voting and investment control over the shares held by Bunch Holdings. 11.Includes 2,588 shares of Class A Common Stock underlying RSUs that will vest on March 31, 2026. 12.Includes 2,588 shares of Class A Common Stock underlying RSUs that will vest on March 31, 2026. 13.Represents shares of Class A Common Stock and Class C Common Stock owned by Bunch Holdings. The managing member of Bunch Holdings is Richard F. ("Gordy") Bunch III, who is the sole member. Mr. Bunch may be deemed to have indirect voting and investment control over the shares held by Bunch Holdings. The address for Bunch Holdings is 10055 Grogans Mill RD, Ste. 500, The Woodlands, Texas 77380. 14.Represents shares of Class B Common Stock owned by RenRe. RenRe is a wholly owned subsidiary of RenaissanceRe Holdings Ltd., which is a publicly listed reinsurance company. RenaissanceRe Holdings Ltd. may be deemed to have indirect voting and investment control over the shares held by RenRe. The address for RenaissanceRe Holdings Ltd. and RenRe is 12 Crow Lane, Pembroke HM19, Bermuda. 15.Includes 588,235 shares of Class A Common Stock owned by Griffin Highline Capital LLC and 1,820,234 shares of Class B Common Stock owned by GHC. Griffin Highline Capital LLC is the managing member of GHC. Griffin Highline Capital LLC pledged 588,235 shares of Class A Common Stock it owns to secure a senior loan facility. Michael Doak is the Chief Executive Officer, Co-Chairman and Manager of Griffin Highline Capital LLC and has sole voting and dispositive power over the shares held by GHC. The address for GHC and Griffin Highline Capital LLC is 4514 Cole Avenue, Suite 802, Dallas, Texas 75205. 16.Number of shares of Class A Common Stock based on a Schedule 13G/A filed with the SEC on November 14, 2025 by T. Rowe Price Investment Management, Inc. T. Rowe Price Investment Management, Inc. has sole voting power and sole dispositive power over 2,828,160 shares of Class A Common Stock. The principal business address of T. Rowe Price Investment Management, Inc. is 1307 Point Street, Baltimore, MD 21231. 17.Number of shares of Class A Common Stock based on a Schedule 13G/A filed with the SEC on November 5, 2025 by FMR LLC ("FMR") and Abigail P. Johnson. FMR has sole voting power with respect to 1,090,509 shares of Class A Common Stock. FMR and Abigail P. Johnson have sole dispositive power with respect to 1,090,615 shares of Class A Common Stock. The address for each of FMR and Abigail P. Johnson is 245 Summer Street, Boston, Massachusetts 02210. 18.Number of shares of Class A Common Stock based on a Schedule 13G filed with the SEC on May 14, 2025 by AllianceBernstein L.P. AllianceBernstein L.P. has sole voting power over 1,130,783 shares of Class A Common Stock, sole dispositive power over 1,154,229 shares of Class A Common Stock and shared dispositive power over 16,148 shares of Class A Common Stock. The principal business address of Capital International Investors is 501 Commerce Street, Nashville, TN 37203. 19.Number of shares of Class A Common Stock based on a Schedule 13G filed with the SEC on February 13, 2026 by Capital International Investors. Capital International Investors has sole voting power and sole dispositive power over 958,490 shares of Class A Common Stock. The principal business address of Capital International Investors is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071. 20.Number of shares of Class A Common Stock based on the Schedule 13G filed with the SEC on February 14, 2025 by BAMCO INC /NY/ ("BAMCO"), Baron Capital Group, Inc. ("BCG"), Baron Capital Management, Inc. ("Baron Management"), Ronald Baron, and Baron Discovery Fund ("BDF"), consists of 871,661 shares of Class A Common Stock beneficially held by BCG and for which BCG possesses shared dispositive power. BAMCO and BCM are subsidiaries of BCG. BDF is an advisory client of BAMCO. Ronald Baron owns a controlling interest in BCG. The principal business address for each of BAMCO, BCG, BCM, Mr. Baron and BDF is 767 Fifth Avenue, 49th Floor, New York, NY 10153.

  66. 2025 Key Performance Metrics

    2025 Key Performance Metrics

  67. 2025 Key Performance Metrics

    | $41.2 M | $50.9 M | $53.5 M | | NET INCOME 44% growth year-over-year | ADJUSTED NET INCOME* 54.2% growth year-over-year | OPERATING ACTIVITIES CASH FLOW 32.2% growth year-over-year | | $248.5 M | 11.6% | $1.7 B | | TOTAL REVENUES 22% growth year-over-year | ORGANIC REVENUE GROWTH RATE* | TOTAL WRITTEN PREMIUM 17.3% growth year-over-year | | $56.5 M | $66.8 M | 26.9% | | EBITDA 41.4% growth year-over-year | ADJUSTED EBITDA* 47.4% growth year-over-year | ADJUSTED EBITDA MARGIN* +460 basis points year-over-year | | $0.53 | $0.90 | $42.1M | | DILUTED EARNINGS PER SHARE 179% growth year-over-year | ADJUSTED DILUTED EARNINGS PER SHARE* 52.5% growth year-over-year | ADJUSTED FREE CASH FLOW* 49.3% growth year-over-year |

  68. 2025 Key Performance Metrics

    *Organic Revenue Growth Rate, Adjusted Net Income, Adjusted Net Income Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow, and Adjusted Diluted Earnings Per Share are non-GAAP financial measures. Refer to Appendix A for the calculation of these measures and a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures.

  69. 2025 Key Performance Metrics

    | TWFG, INC. | 2026 Proxy Statement | 23 |

  70. 2025 Key Performance Metrics

    | Executive Summary | Table of Contents |

  71. 2025 Key Performance Metrics

    Fiscal 2025 Financial Highlights and Business Performance In the 2025 fiscal year, TWFG delivered exceptional financial and operational results that demonstrate the strength and scalability of our diversified distribution platform. We achieved record revenue and profitability through disciplined execution, strategic investments, and the successful integration of acquisitions, all despite ongoing challenges in the insurance industry, including product availability constraints and pricing pressures early in the year. Our total revenues reached $248.5 million, representing 22% growth over fiscal 2024, while we maintained strong Organic Revenue Growth of 11.6%. This performance reflects our ability to drive growth both organically through recruiting talented agents and improving productivity, and through strategic M&A activity that expands our platform capabilities and geographic reach. Commission income, which represents the core of our business model, grew 20.6% to $221.0 million, driven by Total Written Premium growth of 17.3% to $1.7 billion. This premium growth was fueled by continued success across both our Insurance Services segment (including our Agency-in-a-Box and Corporate Branches platforms) and our TWFG MGA operations, which grew premium by 23.3% year-over-year. Importantly, we achieved this robust top-line growth while meaningfully expanding our profitability. Net income for the year was $41.2 million, compared to $28.6 million in the prior year period, and net income margin for the year was 16.6%. Adjusted EBITDA increased 47.4% to $66.8 million with Adjusted EBITDA Margin expanding 460 basis points to 26.9%, compared to 22.3% in the prior year. This margin expansion demonstrates the operating leverage inherent in our platform and our disciplined approach to cost management as we scale the business. Similarly, Adjusted Net Income grew 54.2% to $50.9 million, with Adjusted Net Income Margin expanding to 20.5% from 16.2% in fiscal 2024. We generated strong cash flow from operations of $53.5 million and Adjusted Free Cash Flow of $42.1 million, an increase of 49.3% over the prior year. This robust cash generation provides us with significant financial flexibility to invest in organic growth initiatives, pursue strategic acquisitions, and maintain a strong balance sheet. Strategic Accomplishments and Platform Expansion In 2025, we made significant progress advancing our strategic priorities: Platform Diversification and Geographic Expansion. We successfully expanded our diversified distribution platform through targeted acquisitions, including TWFG MGA FL, LLC, which significantly enhanced our MGA capabilities and strengthened our presence in key property markets. This strategic addition expanded our Total Written Premium capacity by over 50% in our MGA offering while deepening our carrier relationships and broadening our product offering. Operational Excellence and Margin Expansion. We delivered meaningful operating leverage as evidenced by our Adjusted EBITDA Margin expansion to 26.9%, attributable, in part, to increased contingent commissions, and demonstrating our ability to scale operating expenses efficiently while investing in technology, talent, and infrastructure to support long-term growth. Technology-Enabled Distribution. We continued to invest in our proprietary technology platform and service capabilities, enhancing producer productivity tools and strengthening our competitive positioning. These investments improve the agent experience, drive higher retention rates, and support more efficient new business production across our platform. Capital Allocation and Financial Strength. We maintained a strong balance sheet with $155.9 million in unrestricted cash and cash equivalents and full availability on our $50.0 million revolving credit facility as of December 31, 2025. This financial strength positions us to continue pursuing strategic growth opportunities while maintaining operational flexibility.

  72. 2025 Key Performance Metrics

    | 24 | TWFG, INC. | 2026 Proxy Statement |

  73. 2025 Key Performance Metrics

    | Table of Contents | Executive Summary |

  74. 2025 Key Performance Metrics

    How Our Compensation Programs Support Our Strategy

  75. Elements of Compensation

    | Element | Purpose | Performance Period | Performance Measures | Vesting Period | | Salary | Provides market-competitive salary commensurate with contribution, experience, knowledge, skills, and performance | — | — | — | | Short Term Incentives | Rewards the achievement of Company financial performance objectives | One-Year 1/1/25-12/31/25 | •Adjusted EBITDA (weighed 50%) •Organic Revenue (weighted 50%) | — | | Performance Stock Units | Aligns leadership with long-term Company performance and stockholders' interests | Two-Year 1/1/25-12/31/26 | •Two-year Cumulative Adjusted EBITDA •Two-year Cumulative Organic Revenue | Three-Year Cliff Vesting | | Restricted Stock Units | Promotes executive retention, stock ownership and alignment with stockholder interests | — | — | Three-Year Ratable Vesting |

  76. Elements of Compensation

    We structure a significant portion of our executive compensation as variable, performance-based pay that rewards the achievement of financial targets directly tied to our strategic objectives. Our annual cash incentive program is based on performance against Adjusted EBITDA and Organic Revenue targets, which drives focus on profitable growth and operational efficiency. Equity awards with multi-year vesting align our executives’ interests with long-term shareholder value creation and encourage retention of key talent. These awards are designed to reward sustained performance and the successful execution of our growth strategy over time. Our compensation philosophy emphasizes attracting and retaining talented leaders who can execute on our platform expansion strategy, maintain operational discipline, and drive sustainable growth across market cycles. The strong financial results we delivered in fiscal 2025 — including 47.4% Adjusted EBITDA growth, 460 basis points of margin expansion, and double-digit organic revenue growth; reflect the successful execution of our business strategy and demonstrate how our compensation programs effectively motivate performance that creates long-term value for all stakeholders.

  77. Elements of Compensation

    | What We Do | | | | Provide short-term and long-term incentive plans with performance targets aligned to business goals | | | Maintain a Compensation Committee composed entirely of independent directors | | | Require stock ownership for all senior leaders and Board members to align with the interests of our stockholders | | | Maintain an Insider Trading Policy requiring directors, executive officers, and all other senior leaders to trade only during pre-established periods after receiving preclearance from the TWFG Legal team | | | Complete an annual risk review evaluating whether the pay programs encourage undue risk-taking | | | Require short-term cash and long-term equity awards for all executive officers to be subject to clawback and cancellation provisions |

  78. Elements of Compensation

    | WWhat We Don’t Do | | | X | Provide gross-up payments to cover personal income taxes or excise taxes pertaining to executive severance benefits | | X | Pay above-market interest on deferred compensation in retirement plans | | X | Allow the repricing, spring-loading, or backdating of equity awards |

  79. 2025 Target Pay Mix

    | • | Base Salary | • | Long-Term Equity Awards |

  80. 2025 Target Pay Mix

    | • | Base Salary | • | Annual Incentives | • | Long-Term Equity Awards |

  81. 2025 Target Pay Mix

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Richard F. ("Gordy") Bunch III Chief Executive Officer and Chairman | 2025 | 700,000 | 1,000,000 | — | 40,224 | 1,740,224 | | | 2024 | 700,000 | 2,298,500 | — | 38,887 | 3,037,387 | | Katherine C. Nolan President | 2025 | 400,000 | 400,000 | 251,600 | 30,787 | 1,082,387 | | | 2024 | 400,000 | 1,500,000 | 146,272 | 28,586 | 2,074,858 | | Janice E. Zwinggi Chief Financial Officer | 2025 | 400,000 | 400,000 | 251,600 | 18,415 | 1,070,015 | | | 2024 | 387,500 | 1,000,000 | 146,272 | 28,586 | 1,562,358 |

  82. Indemnification Agreements with our Directors and Officers

    Indemnification Agreements with our Directors and Officers We have entered into indemnification agreements with each of our directors and our executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorney's fees incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person's services as a director or executive officer.

  83. Indemnification Agreements with our Directors and Officers

    | TWFG, INC. | 2026 Proxy Statement | 37 |

  84. Indemnification Agreements with our Directors and Officers

    Audit Committee Report With respect to TWFG's financial reporting process, the management of TWFG is responsible for establishing and maintaining internal controls and preparing TWFG's consolidated financial statements. TWFG's independent registered public accounting firm, Deloitte & Touche, LLP ("Deloitte") is responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of TWFG's financial statements. We have relied, without independent verification, on management's representation that the financial statements have been prepared with integrity and objectivity and in conformity with U.S. Generally Accepted Accounting Principles and on the representations of Deloitte included in its audit of TWFG's consolidated financial statements. We have reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2025 with TWFG's management and with Deloitte, including the results of the independent registered public accounting firm's audit of TWFG's financial statements. We have also discussed with Deloitte all matters required to be discussed by the Standards of the Public Company Accounting Oversight Board ("PCAOB") for communication with audit committees, under which Deloitte must provide us with additional information regarding the scope and results of its audit of TWFG's consolidated financial statements. We have also received and reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence, and have discussed with Deloitte its independence from TWFG, as well as any relationships that may impact Deloitte's objectivity and independence. Based on our review of the matters noted above and our discussions with TWFG's management and independent registered public accountants, we recommended to the Board that the audited consolidated financial statements be included in TWFG's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the Securities and Exchange Commission.

  85. Vote Required and Board Recommendation

    Adjusted Free Cash Flow. Adjusted Free Cash Flow is a supplemental measure of our performance. We define Adjusted Free Cash Flow as cash flow from operating activities (the most directly comparable GAAP measure) less cash payments for tax distributions, purchases of property, plant, and equipment and acquisition-related costs. We believe Adjusted Free Cash Flow is a useful measure of operating performance because it represents the cash flow from the business that is within our discretion to direct to activities including investments, debt repayment, and returning capital to stockholders. A reconciliation of Adjusted Free Cash Flow to Cash flow from Operating Activities, the most directly comparable GAAP measures, for each of the periods indicated is as follows (in thousands):