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TWFG on Nasdaq

TWFG, Inc.

American insurance agents company based in The Woodlands, active since 20182

In its 2026 annual report the company says: “We are a leading, high-growth, independent distribution platform for personal and commercial insurance in the U.S. We are pioneers in the insurance industry, developing an agency model built on innovation and experience with what we believe is a more flexible approach than traditional distribution models.”5 Its shares trade on Nasdaq under the symbol TWFG.2

Price unavailable

Last updated Oct 21, 2026.

Overview

$248.5MRevenue, fiscal 20253
$41.2MNet income, fiscal 20253

Compare with Huize Holding Ltd, Goosehead Insurance, Inc. or Neptune Insurance Holdings Inc., or pick any stock.

  • TickerTWFG on Nasdaq2
  • IndustryInsurance Agents, Brokers & Service2
  • HeadquartersThe Woodlands, United States2
  • Incorporated inDE4
  • Business address10055 Grogans Mill Rd, Suite 500, The Woodlands, Tx 773804
  • Filer category, Emerging growth company4
  • Legal formLimited Liability Company2
  • LEI549300JPJC6FKK0VXE422
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O JULIE E BENES III, 77380 The Woodlands, United States2
  • Registered withCorporations Section (Texas Secretary of State), 08029663672

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We are a leading, high-growth, independent distribution platform for personal and commercial insurance in the U.S. We are pioneers in the insurance industry, developing an agency model built on innovation and experience with what we believe is a more flexible approach than traditional distribution models. Our offerings are fulsome and flexible in that we offer all lines of insurance, multiple distribution contract options, M&A services, proprietary virtual assistants, proprietary technology, proprietary premium financing, unlimited continuing education, recognition programs, co-op funding, marketing support and overall lower costs to operate. Since our founding in 2001 by our Chief Executive Officer, Richard F. (“Gordy”) Bunch III, we have established a track record of creating solutions for independent agents, insurance carriers and our Clients, with growth regardless of economic and P&…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

14.9%Operating margin3
16.6%Net margin3
22.0%Revenue growth, 20253
49.4%Return on equity3
0.02×Debt to equity3
$53.1MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Agency brought in 56% of the revenue TWFG, Inc. broke down this way in fiscal 2025.

  1. Agency$152.8M356%up 13% from 2024
  2. Twfg Mga$50.8M319%up 51% from 2024
  3. Corporate Branches$43.2M316%up 30% from 2024
  4. Contingent Income$13.1M35%up 50% from 2024
  5. Branch Fees$5.3M32%up 11% from 2024
  6. Policy Fees$4.4M32%up 24% from 2024
  7. License$2.7M31%up 43% from 2024
  8. Product and Service, Other$1.4M31%up 9% from 2024
  9. TPA Fees$605.0K30%up 54% from 2024
Products and services by year
Products and services202320242025
Agency$132.3M$135.2M$152.8M
Twfg Mga$31.2M$33.7M$50.8M
Corporate Branches$6.9M$33.4M$43.2M
Contingent Income$4.1M$8.7M$13.1M
Branch Fees$3.0M$4.7M$5.3M
Policy Fees$2.1M$3.5M$4.4M
License$2.7M$1.9M$2.7M
Product and Service, Other$968.0K$1.3M$1.4M
TPA Fees$534.0K$393.0K$605.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs82¢$204.1M
  • Income tax1¢$3.3M
  • Profit17¢$41.2M

Out of $248.5M in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Capital spending1¢$356.0K
  • Kept or used elsewhere99¢$53.1M

Out of $53.5M of cash from operations.3

Financial statements

Revenue63$248.5M in 2025+62% since 2022
0$100.0M$200.0M$300.0M2022: $153.9M$153.9M20222023: $172.0M$172.0M2023+12%2024: $203.8M$203.8M2024+18%2025: $248.5M$248.5M2025+22%
Operating income63$37.0M in 2025+56% since 2022
0$10.0M$20.0M$30.0M$40.0M2022: $23.7M$23.7M20222023: $25.4M$25.4M2023+7%2024: $27.9M$27.9M2024+10%2025: $37.0M$37.0M2025+32%
Net income63$41.2M in 2025
0$20.0M$40.0M$60.0M2022: $0$020222023: $0$020232024: $2.7M$2.7M20242025: $41.2M$41.2M2025+1400%

Every line of the income statement as filed: the last 3 fiscal years, latest first.3

Period ending2025-12-312024-12-312023-12-31
Commission expense$133.5M$118.1M$116.8M
Salaries and employee benefits$37.6M$29.1M$14.0M
Depreciation and amortization$18.4M$12.0M$4.9M
Total operating expenses$211.5M$175.8M$146.7M
Operating income$37.0M$27.9M$25.4M
Interest expense-$287.0K-$2.2M-$1.0M
Interest income$6.6M$4.4M$891.0K
Other non-operating income (expense), net$1.1M$9.0K-$17.0K
Income before tax$44.4M$30.1M$25.3M
Income tax expense$3.3M$1.5M$0
Net income from continuing operations$41.2M$28.6M$25.3M
Net income from discontinued operation, net of tax$0$0$834.0K
Net income$41.2M$28.6M$26.1M
Less: net income attributable to noncontrolling interests$33.2M$25.8M$26.1M
Net income attributable to TWFG, Inc.$2.7M$0
Basic (in shares)14.9M shares14.8M shares
Diluted (in shares)15.1M shares15.0M shares
Basic (us dollars per share)$0.53$0.19
Diluted (us dollar per share)$0.53$0.19
Total revenues$248.5M$203.8M$172.0M
Other administrative expenses$22.0M$16.7M$11.0M

Compare TWFG, Inc. with another company

Corporate structure

TWFG, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of TWFG, Inc.

  • TWFG, Inc. The Woodlands, Texas, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What TWFG, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$3.3M3 Dec 31, 2025$3.5M3 Dec 31, 2024−5.5%
Operating-lease assets (leased space)$4.2M3 Dec 31, 2025$4.5M3 Dec 31, 2024−6.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$155.9M3 Dec 31, 2025$195.8M3 Dec 31, 2024−20.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$188.5M3 Dec 31, 2025$105.4M3 Dec 31, 2024+78.8%
Accumulated amortization$49.8M3 Dec 31, 2025$32.4M3 Dec 31, 2024+53.7%
Finite-lived intangibles, net$138.6M3 Dec 31, 2025$73.0M3 Dec 31, 2024+90.0%

Properties, in its own words

Facilities

Our corporate headquarters is in The Woodlands, Texas, where we lease approximately 29,000 square feet of office space under a lease that expires in 2034. We also lease office facilities in 43 states throughout the U.S. These offices are generally located in shopping centers, small office parks and office buildings, with lease terms expiring through the next ten years. While we may require additional office space as our business expands, we believe that our existing facilities are adequate to meet our needs for the immediate future, and that additional facilities will be available on commercially reasonable terms as needed.

Item 2 of the 10-K filed Mar 10, 2026.5

Leadership

Who has led TWFG, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Richard F. Bunch Iii.2024–now

Chair

  1. Richard F. Bunch Iii.2024

President

  1. Richard F. Bunch Iii.2024–now

Chief financial officer

  1. Janice E. Zwinggi2024–now

Chief operating officer

  1. Katherine C. Nolan2024–now
2025
Board members and other officers (9)

Timeline

  1. Aug 13, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure23
  2. Aug 5, 20268-K Results of operations24
  3. Jul 24, 20268-K Executive or director change25
  4. May 28, 20268-K Shareholder vote26
  5. May 7, 20268-K Results of operations27
  6. Feb 25, 20268-K Results of operations; Other events28
  7. Nov 12, 20258-K Results of operations; Executive or director change29
  8. Aug 12, 20258-K Results of operations30
  9. May 28, 20258-K Shareholder vote31
  10. May 13, 20258-K Results of operations32
  11. May 2, 20258-K Regulation FD disclosure33
  12. Apr 8, 20258-K Executive or director change34
  13. Jul 17, 2024New chief executive Richard F. Bunch Iii. becomes CEO11
  14. Mar 20, 2018Founded TWFG, Inc. is founded2

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.18 a share, on Nov 12, 2025.35

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results24
  2. May 7, 2026Reported quarterly or annual results27
  3. Feb 25, 2026Reported quarterly or annual results28
  4. Nov 12, 2025Reported quarterly or annual results29
  5. Aug 12, 2025Reported quarterly or annual results30
  6. May 13, 2025Reported quarterly or annual results32
  7. Mar 19, 2025Reported quarterly or annual results36
  8. Mar 4, 2025Reported quarterly or annual results37

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

173 filings to the SEC since October 2021: 2 annual reports, 7 quarterly reports, 19 major events, 78 insider forms, 31 large holders, 36 other. The latest 20:

  1. Aug 14, 2026SCHEDULE 13G/A EDGAR
  2. Aug 14, 2026SCHEDULE 13G/A EDGAR
  3. Aug 13, 20268-K EDGAR
  4. Aug 12, 2026SCHEDULE 13G/A EDGAR
  5. Aug 6, 202610-Q EDGAR
  6. Aug 5, 20268-K EDGAR
  7. Jul 28, 2026SCHEDULE 13G EDGAR
  8. Jul 24, 20268-K EDGAR
  9. Jul 21, 20264 EDGAR
  10. Jul 21, 20264 EDGAR
  11. Jul 21, 20264 EDGAR
  12. Jul 21, 20264 EDGAR
  13. Jul 21, 20264 EDGAR
  14. Jul 21, 20264 EDGAR
  15. Jul 8, 2026SCHEDULE 13G/A EDGAR
  16. Jun 9, 20264 EDGAR
  17. Jun 9, 20264 EDGAR
  18. Jun 8, 20264 EDGAR
  19. Jun 4, 20264 EDGAR
  20. Jun 2, 20264 EDGAR

The 173 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

23 open-market trades by officers, directors and large owners since October 2021: 23 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 5, 2026DOAK MICHAELDirectorBuy7,865$19.45$153.0KForm 4
Jun 4, 2026DOAK MICHAELDirectorBuy11,000$19.09$210.0KForm 4
Jun 3, 2026DOAK MICHAELDirectorBuy22,994$18.62$428.1KForm 4
Jun 2, 2026DOAK MICHAELDirectorBuy16,500$19.25$317.6KForm 4
Jun 1, 2026DOAK MICHAELDirectorBuy16,500$19.33$318.9KForm 4
May 29, 2026DOAK MICHAELDirectorBuy11,330$18.87$213.8KForm 4
May 28, 2026DOAK MICHAELDirectorBuy11,000$18.87$207.6KForm 4
May 27, 2026DOAK MICHAELDirectorBuy24,880$18.62$463.3KForm 4
May 26, 2026DOAK MICHAELDirectorBuy11,000$19.23$211.5KForm 4
May 22, 2026DOAK MICHAELDirectorBuy11,000$18.89$207.8KForm 4
May 21, 2026DOAK MICHAELDirectorBuy17,538$18.52$324.8KForm 4
May 20, 2026DOAK MICHAELDirectorBuy15,745$18.79$295.8KForm 4
Nov 26, 2024Benes Julie E.General Counsel and SecretaryBuy950$33.53$31.9KForm 4
Jul 19, 2024Bunch Charles AlexanderChief Creative & Marketing OffBuy144$17.00$2.4KForm 4
Jul 19, 2024Bunch Richard F. IIIPresident and CEOBuy202,976$17.00$3.5MForm 4
Jul 19, 2024Bunch Charles AlexanderChief Creative & Marketing OffBuy1,000$17.00$17.0KForm 4
Jul 19, 2024Nolan Katherine CChief Operating OfficerBuy6,250$17.00$106.2KForm 4
Jul 19, 2024Benes Julie E.General Counsel and SecretaryBuy1,000$17.00$17.0KForm 4
Jul 19, 2024Zwinggi Janice E.Chief Financial OfficerBuy3,000$17.00$51.0KForm 4
Jul 19, 2024Wong Janet S.DirectorBuy2,500$17.00$42.5KForm 4

All 23 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Richard F. ("Gordy") Bunch IIIChief Executive Officer and Chairman53$700.0K$1.7M48
2025Katherine C. NolanPresident65$400.0K$1.1M48
2025Janice E. ZwinggiChief Financial Officer65$400.0K$1.1M48
2024Richard F. ("Gordy") Bunch IIIChief Executive Officer and Chairman53$700.0K$3.0M48
2024Katherine C. NolanPresident65$400.0K$2.1M48
2024Janice E. ZwinggiChief Financial Officer65$387.5K$1.6M48

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 82. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Bamco Inc /ny/1,135,091$27.3M0.0%−8
Franklin Resources Inc781,912$18.8M0.0%+771,912
Giverny Capital Inc.652,452$15.7M0.5%+100,345
Central Securities Corp500,000$12.0M0.9%No change
Vanguard Capital Management LLC489,244$11.8M0.0%−81,293
Marshall Wace, Llp408,732$9.8M0.0%+141,904
Two Sigma Investments, LP372,365$9.0M0.0%+167,152
Jane Street Group, LLC353,216$8.5M0.0%+184,211
Riverbridge Partners LLC332,658$8.0M0.2%−216,956
BlackRock, Inc.222,376$5.3M0.0%+35,039
Gilder Gagnon Howe & Co LLC221,180$5.3M0.1%−2,459
Alyeska Investment Group, L.P.215,778$5.2M0.0%No change
Citadel Advisors LLC214,589$5.2M0.0%+105,087
Ascent Group, LLC212,310$5.1M0.2%+37,868
Geode Capital Management, LLC174,213$4.2M0.0%−7,879
Renaissance Technologies LLC149,900$3.6M0.0%+31,573
Point72 Asset Management, L.P.135,139$3.3M0.0%+70,471
Morgan Stanley127,879$3.1M0.0%+16,353
Goldman Sachs Group Inc114,678$2.8M0.0%−8,154
Tudor Investment Corp Et Al102,591$2.5M0.0%+73,426
Dimensional Fund Advisors LP93,734$2.3M0.0%+26,122
Trexquant Investment LP87,370$2.1M0.0%+49,991
Bank Of America Corp /de/84,570$2.0M0.0%+30,459
Victory Capital Management Inc82,675$2.0M0.0%+10,765
Vanguard Fiduciary Trust Co82,554$2.0M0.0%+571

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How TWFG, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTWFG, Inc.1
  • CIK0002007596
  • Employer ID (EIN)99-06039065
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6411 Insurance Agents, Brokers & Service1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address10055 Grogans Mill Rd, Suite 500, The Woodlands, TX 773801
  • Phone281.367.34241
  • Shares outstanding15,028,681 Common Class A shares; 7,277,651 Common Class B shares; 33,893,810 Common Class C shares as of Mar 9, 20265
  • Public float$501.9M as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, Houston, Texas PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJan 19, 20241
  • Filings173 in all: 4 (62), SCHEDULE 13G/A (20), 8-K (19), 3 (13), 10-Q (7), CORRESP (7), SC 13G (6), UPLOAD (6)1
    All 25 form types

    SCHEDULE 13G (5), 4/A (3), DRSLTR (3), 10-K (2), ARS (2), DEF 14A (2), DEFA14A (2), DRS (2), DRS/A (2), EFFECT (2), S-1/A (2), 424B4 (1), 8-A12B (1), CERT (1), S-1 (1), S-3 (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 10, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 10, 2026
    Latest 8-K (8-K) Aug 13, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.01 par value per shareTWFGThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 10, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks TWFG, Inc. names in Item 1A of its 10-K filed Mar 10, 2026: 75 risks under these headings, as written.5

  • Risks relating to our business
  • An overall decline in economic activity could have a material adverse effect on the financial condition and results of operations of our business.
  • Changes in prevailing interest rates or U.S. monetary policies that affect interest rates, as well as changes in tariffs and other trade measures, could adversely affect our business.
  • Volatility or declines in premiums or other adverse trends in the insurance industry may seriously undermine our profitability.
  • Because the revenue we earn on the sale of certain insurance products is based on premiums and commission rates set by insurance carriers, any decreases in these premiums or commission rates, or actions by insurance carriers, including seeking repayment of commissions, could result in revenue decreases or expenses to us.
  • We derive a significant portion of our insurance carrier capacity from a limited number of insurance carriers. If one or more of these insurance carriers changes or terminates their arrangement with us, it could result in less favorable arrangements with new insurance carriers and additional expense.
  • We may be negatively affected by the cyclicality of and the economic conditions in the markets in which we operate, including changes to the financial strength of insurance carriers.
  • Contingent commissions we receive from insurance carriers are less predictable than standard commissions, and any decrease in the amount of contingent commissions we receive could adversely affect our results of operations.
  • Our international operations pose certain risks to our business that may be different from risks associated with our domestic operations.
  • The occurrence of natural or man-made disasters could result in declines in business and increases in claims that could adversely affect our financial condition, results of operations and cash flows.
  • Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.
  • Climate risks, including the risk of an economic crisis, risks associated with the physical effects of climate change and disruptions caused by the transition to a low-carbon economy, could adversely affect our business, results of operations and financial condition.
The other 64 risks
  • Our business, financial condition and results of operations may be negatively affected by E&O claims.
  • Competition in our industry is intense and, if we are unable to compete effectively, we may lose Clients and our financial results may be negatively affected.
  • We may lose Clients or business in our TWFG MGA offering as a result of consolidation within the retail insurance brokerage industry.
  • Our failure to raise additional capital or generate cash flows necessary to expand our operations could reduce our ability to compete successfully and harm our competitive position and results of operations.
  • An impairment of intangible assets could have a material adverse effect on our financial condition and results of operations.
  • Regulations affecting insurance carriers with which we place business may adversely affect how we conduct our operations.
  • Because our business is highly concentrated in Texas, California and Louisiana, adverse economic conditions, natural disasters, or regulatory changes in these states could adversely affect our financial condition.
  • Non-compliance with or changes in laws, regulations or licensing requirements applicable to us could restrict our ability to conduct our business.
  • Changes in tax laws or regulations that are applied adversely to us or our Clients may have a material adverse effect on our business, cash flow, financial condition or results of operations.
  • Proposed tort reform legislation, if enacted, could decrease demand for casualty insurance, thereby reducing our commission revenues.
  • Our handling of Client funds and surplus lines taxes exposes us to complex fiduciary regulations.
  • Our results may be adversely affected by changes in the mode of compensation in the insurance industry.
  • Our business performance and growth plans could be negatively affected if we are not able to gain internal efficiencies through the application of technology or effectively apply technology in driving value for our Clients through innovation and technology-based solutions. Conversely, investments in internal systems or innovative product offerings may fail to yield sufficient return to cover their investments and the attention of the management team could be diverted.
  • We may not be able to keep pace with new or emerging technological developments in our industry, including deployment and use of AI, and our use of AI or such other technologies may subject us to a number of risk and uncertainties.
  • Technological advancements, including artificial intelligence and digital distribution platforms, may change the way insurance products are marketed, sold, and serviced, which could adversely affect our business if we are unable to adapt effectively.
  • We rely on the availability and performance of information technology services provided by third parties.
  • We rely on data from our Clients, third parties and insurance carriers for pricing and underwriting our insurance policies, and the unavailability or inaccuracy of which could limit the functionality of our products and disrupt our business.
  • We have debt outstanding, and the ability to borrow significantly greater amounts under our Revolving Credit Agreement (as defined below), which could adversely affect our financial flexibility, and our Credit Agreements (as defined below) subject us to restrictions and limitations that could significantly impact our ability to operate our business.
  • Changes to TWFG Holding’s ownership, that of the guarantors under the Credit Agreements or our ownership could trigger a change of control default under our Credit Agreements.
  • We may require additional debt financing in the future, which may not be available or may be available only on unfavorable terms.
  • Our business, and therefore our results of operations and financial condition, may be adversely affected by further changes in the U.S.-based credit markets.
  • Our credit ratings are subject to change.
  • Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and adversely affect our financial condition or results.
  • Our premium finance referral business is exposed to some of the economic risks of premium finance companies, including a higher risk of delinquency or collection, and could expose us to losses.
  • If any of our MGA programs are terminated or changed, our business and operating results could be harmed.
  • If our underwriting models contain errors or are otherwise ineffective, our reputation and relationships with insurance carriers, retail brokers and agents could be harmed.
  • If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected.
  • Conditions impacting insurance carriers or other parties that we do business with may impact us.
  • Our business may be harmed if we lose our relationships with insurance carriers, fail to maintain good relationships with insurance carriers, become dependent upon a limited number of insurance carriers or fail to develop new insurance carrier relationships.
  • In connection with the implementation of our corporate strategies, we face risks associated with the acquisition or disposition of businesses, the entry into new lines of business, the integration of acquired businesses and the growth and development of these businesses.
  • Our success depends, in part, on our ability to attract and retain qualified talent, including our senior management team.
  • If we cannot maintain the valuable aspects of our Company’s culture as we grow, our business may be harmed.
  • Damage to our reputation could have a material adverse effect on our business.
  • We rely on third parties to perform key functions of our business operations enabling our provision of services to our Clients. These third parties may act in ways that could harm our business.
  • Our growth strategy may involve opening new offices, entering new product lines or establishing new distribution channels, and will involve hiring new brokers and underwriters, which will require substantial investment by us and may adversely affect our results of operations and cash flows in a particular period.
  • Increasing scrutiny and changing expectations from investors, Clients and our employees with respect to our corporate responsibility and stakeholder interest practices may impose additional costs on us or expose us to new or additional risks.
  • Risks relating to our Branch business
  • The failure to attract and retain highly qualified independent branches could compromise our ability to expand the TWFG network.
  • Our financial results are affected directly by the operating results of Branches and independent agents, over whom we do not have direct control.
  • Our Branches and agents could take actions that could harm our business.
  • We are subject to a variety of additional risks associated with Branches.
  • Failure to support our expanding Branch system could have a material adverse effect on our business, financial condition or results of operations.
  • We are subject to certain risks related to litigation filed by or against us, and adverse results may harm our business and financial condition.
  • We may not be able to manage growth successfully.
  • Risks relating to intellectual property and cybersecurity
  • Our business is dependent upon information processing systems. Security or data breaches, cyberattacks or other similar incidents with respect to our or our vendors’ information processing systems may hurt our business, damage our reputation and negatively impact Client retention and insurance carrier relationships.
  • Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to grow our business, particularly in new markets where we have limited brand recognition.
  • We rely on the efficient, uninterrupted, and secure operation of complex information technology systems and networks to operate our business. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, regulatory compliance status, operations, sales and operating results.
  • Infringement, misappropriation, dilution or other violations of our intellectual property by third parties could harm our business.
  • Failure to obtain, maintain, protect, defend or enforce our intellectual property rights, or allegations that we have infringed on, misappropriated or otherwise violated the intellectual property rights of others, could harm our reputation, ability to compete effectively, financial condition and business.
  • Improper disclosure of confidential, personal or proprietary data, whether due to human error, misuse of information by employees or vendors, or as a result of security breaches, cyberattacks or other similar incidents with respect to our or our vendors’ systems, could result in regulatory scrutiny, legal liability or reputational harm, and could have an adverse effect on our business or operations.
  • Risks relating to our organizational structure
  • We are a holding company and our principal asset is our 26.7% ownership interest in TWFG Holding, and we are accordingly dependent upon distributions from TWFG Holding to pay dividends, if any, pay taxes, make payments under the Tax Receivable Agreement, and pay other expenses.
  • In certain circumstances, TWFG Holding is required to make distributions to us and the other holders of LLC Units, and the distributions that TWFG Holding is required to make may be substantial.
  • We are controlled by Bunch Holdings whose interests in our business may be different than yours, and certain statutory provisions afforded to stockholders are not applicable to us.
  • The interests of the other holders of LLC Units may not be fully aligned with the interests of the holders of our Class A Common Stock.
  • We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for, and will rely on, exemptions from certain corporate governance requirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements.
  • We are required to pay the other holders of LLC Units for certain tax benefits we may receive, and the amounts we may pay could be significant.
  • Risks relating to ownership of our Class A Common Stock
  • The high/low vote structure of our common stock has the effect of concentrating voting control with Bunch Holdings, which will limit your ability to influence the outcome of important transactions, including a change in control, and Bunch Holdings’ interests may conflict with ours or yours in the future.
  • Some provisions of Delaware law and our certificate of incorporation and by-laws may deter third parties from acquiring us and diminish the value of our Class A Common Stock.
  • Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders and the federal district courts of the U.S. as the exclusive forum for litigation arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
  • Our operating results and stock price may be volatile, and the volatility in our stock price could adversely affect our ability to execute our growth strategy and retain key personnel.
  • Our ability to pay dividends to our stockholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.
  • If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A Common Stock, the price of our Class A Common Stock could decline.
  • We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A Common Stock, which could depress the price of our Class A Common Stock.
  • For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies, which may make our Class A Common Stock less attractive to investors.
  • We are obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our Class A Common Stock.

Legal proceedings

From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. We are not currently party to any material legal proceedings.

The opening of Item 3, Legal Proceedings.5

Sources

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