twfg-20260409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

___________________________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ 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.


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


									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

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.

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


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

Notice of Annual Meeting of Stockholders



			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.


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



			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.

Table of Contents


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


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


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

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


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

How to Vote

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.


TWFG, INC. \| 2026 Proxy Statement						1


Proxy Summary						Table of Contents

Director Snapshot

Committee
Memberships

Name

Independent

Age

Director Since

Richard F. ("Gordy") Bunch III

2024

Michael Doak

Yes

2024

Jonathan Anderson

Yes

2024

Michelle Caroline Bunch

2024

Robin A. Ferracone

Yes

2024

Janet S. Wong

Yes

2024

Key to Committees: AC = Audit Committee CC = Compensation Committee

Director Qualifications and Experience


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


2						TWFG, INC. \| 2026 Proxy Statement

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.



			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.

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.


TWFG, INC. \| 2026 Proxy Statement						3


PROPOSAL 1: Election of Directors						Table of Contents

Each director nominee must possess the following qualifications:

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.

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

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


4						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						PROPOSAL 1: Election of Directors

Director Biographies

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

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

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


TWFG, INC. \| 2026 Proxy Statement						5


PROPOSAL 1: Election of Directors						Table of Contents

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

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


6						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						PROPOSAL 1: Election of Directors

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


TWFG, INC. \| 2026 Proxy Statement						7


PROPOSAL 1: Election of Directors						Table of Contents

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

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.

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.


8						TWFG, INC. \| 2026 Proxy Statement

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."


TWFG, INC. \| 2026 Proxy Statement						9


Corporate Governance						Table of Contents

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.


10						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						Corporate Governance

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.




			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.

Composition

Our Board consists of six directors. Mr. Anderson, Mr. Doak, Ms. Wong and Ms. Ferracone qualify as independent directors under the applicable corporate governance standards of Nasdaq.

As long as Bunch Holdings and its affiliates hold at least a majority of the voting power of our Common Stock, which we refer to as the "Majority Ownership Requirement," our Board will be declassified, and each of our directors will be subject to re-election annually; however, following the time when the Majority Ownership Requirement is no longer met, our Board will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms, and such directors will be removable only for cause.

Our independent directors have elected Michael Doak to serve as Lead Independent Director. In this role, Mr. Doak provides independent Board leadership and serves as the principal liaison between the Chairman and the independent directors. Consistent with the Company’s Lead Independent Director Charter, he presides over executive sessions and Board meetings in the absence of the Chairman, has authority to call meetings of the independent directors, plays an active role in setting Board agendas and schedules, consults with the Chairman regarding the quality and timeliness of Board materials, is available for direct communication with stockholders as appropriate, and has authority to retain independent advisors on behalf of the Board.

Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. Vacancies and newly created directorships on the Board may be filled at any time by a majority of the remaining directors then in office.

Following the time when the Majority Ownership Requirement is no longer met, and subject to obtaining any required stockholder votes, directors may only be removed for cause and by the affirmative vote of holders of 75% of the total voting power of our outstanding shares of Common Stock, voting together as a single class. This requirement of a super-majority vote to remove directors for cause could enable a minority of our stockholders to exercise veto power over any such removal. Currently, directors may be removed with or without cause by the affirmative vote of the holders of a majority of the total voting power of our outstanding shares of Common Stock.


TWFG, INC. \| 2026 Proxy Statement						11


Corporate Governance						Table of Contents

Controlled company exception

Bunch Holdings has more than 50% of the combined voting power for the election of directors. As a result, we are a "controlled company" within the meaning of the Nasdaq rules and may elect not to comply with certain corporate governance standards, including that director nominees selected or recommended for our Board be approved by either a majority of our independent directors or a nominating committee that is composed entirely of independent directors with a written charter or board resolutions addressing the nomination process and related matters. We are currently relying on the foregoing exemptions provided to controlled companies under the Nasdaq rules and do not have director nominees selected or recommended for our Board approved by either a majority of our independent directors or a nominating committee. Accordingly, to the extent and for so long as we rely on this exemption, you will not have the same protections afforded to stockholders of companies that are subject to this corporate governance requirement. In the event that we cease to be a "controlled company" and our Class A Common Stock continues to be listed on Nasdaq, we will be required to comply with this provision within the applicable transition periods.

Board Meetings and Committees

Our Board met five times during 2025. Our Board has an Audit Committee and Compensation Committee, each of which has the composition and responsibilities described below. Members serve on these committees for such term or terms as our Board may determine or until their earlier resignations or death. Each committee is governed by a written charter. In 2025, each director attended 100% of the meetings of the Board and the committees on which he or she serves. Each committee charter is posted on our website at https://investors.twfg.com/corporate-governance/documents-charters. From time to time, our Board may also establish other committees when necessary to address specific issues.


Name	Audit Committee	Compensation Committee

Jonathan Anderson	l	l
Michael Doak	l
Robin A. Ferracone		Chair
Janet S. Wong	Chair


12						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						Corporate Governance

Audit Committee

Our Audit Committee met four times during 2025. The Audit Committee consists of Ms. Wong, Mr. Anderson and Mr. Doak. Ms. Wong is the chair of our Audit Committee. The Board has determined that Ms. Wong qualifies as an "audit committee financial expert" as such term is defined under the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act of 2002. Each member of the Audit Committee is "independent" for purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and under the current listing standards of Nasdaq. Our Audit Committee is directly responsible for, among other things:


Committee Members: Ms. Wong (Chair) Mr. Anderson Mr. Doak						•selecting a firm to serve as the independent registered public accounting firm to audit our financial statements; •ensuring the independence of the independent registered public accounting firm; •discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results; •establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters; •considering the adequacy of our internal controls; •reviewing material Related-Party Transactions or those that require disclosure; and •approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.



The Audit Committee met four times in 2025.

Compensation Committee

Our Compensation Committee met five times during 2025. The Compensation Committee consists of Ms. Ferracone and Mr. Anderson. Ms. Ferracone is the chair of our Compensation Committee. The members of the Compensation Committee are non-employee directors, as defined by Rule 16b-3 promulgated under the Exchange Act, and meet the requirements for independence under the current Nasdaq listing standards. Our Compensation Committee is responsible for, among other things:


Committee Members: Ms. Ferracone (Chair) Mr. Anderson						•reviewing and approving, or recommending that our Board approve, the compensation of the executive officers employed by us; •reviewing and recommending to our Board the compensation of our directors; •administering our stock and equity incentive plans; •reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans; and •reviewing our overall compensation philosophy.



The Compensation Committee met five times in 2025.

Compensation committee interlocks and insider participation

No member of the Compensation Committee was at any time during fiscal year 2025 or at any other time an officer or employee of the Company, and no member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K.

None of our executive officers (i) has served as a member of the board of directors of any other entity that has or has had an executive officer serving as a member of our Compensation Committee, or (ii) has served as a member of a compensation committee (or other committee performing that function) of any other entity that has or has had an executive officer serving as a member of our Board.


TWFG, INC. \| 2026 Proxy Statement						13


Corporate Governance						Table of Contents

Indemnification of officers and directors

Our Certificate of Incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "DGCL"). We have established directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances.

Our Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except for liability relating to any breach of the director’s duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, violations under Section 174 of the DGCL or any transaction from which the director derived an improper personal benefit.

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ 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.

Disclosure Committee

As an additional measure of comprehensive corporate governance, TWFG's Disclosure Committee (the "Disclosure Committee"), a management committee, conducts quarterly reviews of all financial metrics, public disclosures, significant and nonrecurring transactions, related-party transactions, active and pending litigation, and subsequent events. The Disclosure Committee reports to the Chief Executive Officer and Chief Financial Officer of the Company.

Self-Evaluation

The Board conducts annual self‑assessments to help ensure that it and its committees are operating efficiently and effectively in overseeing Company strategy and long‑term value creation. In 2025, the Board conducted its first formal annual self‑assessment process.


As part of these evaluations, the Board and each of its committees review a comprehensive set of topics, including:

						Board structure, composition, and leadership effectiveness;


						Board meetings, including quality of materials, time allocation, and overall meeting effectiveness;


						The relationship between the Board and management, as well as interactions with non‑management employees and Company advisors;


						Board responsibilities, including strategic oversight, performance monitoring, and risk‑oversight effectiveness;


						The structure, responsibilities, and operation of the Board’s committees; and


						The Board’s oversight of ethics and compliance, including culture, reporting mechanisms, and accountability standards.

The Chief Legal Officer oversees and facilitates the annual evaluation process for the Board and its committees.

Community Involvement Initiatives

We firmly believe that a strong philanthropic culture results in an engaged and passionate workforce. We pride ourselves on staying active in our community, donating and giving back to the people who trust us. As a corporation, we proudly support several community events and organizations.


14						TWFG, INC. \| 2026 Proxy Statement

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.


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

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.


TWFG, INC. \| 2026 Proxy Statement						15

Ownership of Common Stock

Beneficial Ownership of Directors, Officers and 5% Stockholders

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of March 30, 2026, by:

•each beneficial owner of 5% or more of the outstanding shares of our Common Stock;

•each of our director nominees;

•each of our named executive officers; and

•all director nominees and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options or issuable under convertible securities held by that person that are currently exercisable or exercisable within 60 days of March 30, 2026 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 14,206,284 shares of Class A Common Stock, 7,277,651 shares of Class B Common Stock, and 33,893,810 shares of Class C Common Stock outstanding as of March 30, 2026.

To our knowledge, except as set forth in the footnotes to this table and subject to any applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name. Except as otherwise indicated, the address of each of the persons in this table is c/o TWFG, Inc., 10055 Grogans Mill RD, Suite 500, The Woodlands, TX 77380.


	Shares Beneficially Owned									Combined voting power(4)

	Class A Common Stock(1)			Class B Common Stock(2)			Class C Common Stock(3)

Name of Beneficial Owner	Number	%(1)		Number	%		Number	%		Number	%

Named Executive Officers and Directors:
Richard F. ("Gordy") Bunch III(5)	671,991	4.7	%	—	—		33,893,810	100.0	%	34,565,801	94.2	%
Katherine C. Nolan(6)	81,936	*		—	—		—	—		81,936	*
Janice E. Zwinggi(7)	53,363	*		—	—		—	—		53,363	*
Michael Doak(8)	594,352	4.2	%	1,820,234	25.0	%	—	—		2,414,586	*
Jonathan Anderson(9)	6,117	*		—	—		—	—		6,117	*
Michelle Caroline Bunch(10)	671,991	4.7	%	—	—		33,893,810	100.0	%	34,565,801	94.2	%
Robin A. Ferracone(11)	22,117	*		—	—		—	—		22,117	*
Janet S. Wong(12)	8,617	*		—	—		—	—		8,617	*
All executive officers and directors as a group (10 persons)	2,187,530	15.4	%	1,820,234	25.0	%	33,893,810	100.0	%	37,901,574	95.2	%


16						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						Ownership of Common Stock


	Shares Beneficially Owned									Combined voting power(4)

	Class A Common Stock(1)			Class B Common Stock(2)			Class C Common Stock(3)

Name of Beneficial Owner	Number	%(1)		Number	%		Number	%		Number	%

5% Stockholders:
Bunch Family Holdings, LLC(13)	342,362	2.4	%	—	—		33,893,810	100.0	%	34,236,172	94.1	%
RenaissanceRE Ventures U.S. LLC(14)	—	—		5,457,417	75.0	%	—	—		5,457,417	1.5	%
Griffin Highline Capital LLC(15)	591,764	4.2	%	1,820,234	25.0	%	—	—		2,411,998	*
T. Rowe Price Investment Management, Inc.(16)	2,828,160	19.9	%	—	—		—	—		2,828,160	*
FMR LLC(17)	1,090,615	7.7	%	—	—		—	—		1,090,615	*
AllianceBernstein L.P.(18)	1,170,377	8.2	%	—	—		—	—		1,170,377	*
Capital International Investors (19)	958,490	6.1	%	—	—		—	—		958,490	*
BAMCO INC(20)	871,661			—	—		—	—		871,661	*

*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.


TWFG, INC. \| 2026 Proxy Statement						17


Ownership of Common Stock						Table of Contents

9.Includes 2,588 shares of Class A Common Stock underlying RSUs that will vest on March 31, 2026.

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.


18						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						Ownership of Common Stock

Prohibition on Hedging and Stock Pledging

Directors, officers and certain employees are prohibited by our Supplemental Insider Trading Policy ("Supplemental Policy") from engaging in hedging transactions and from pledging Company securities as collateral for a loan. Certain exceptions may be permitted if the person requesting approval does not possess material non-public information, personal circumstances warrant the exception, the exception would not otherwise contravene the law or the purposes of the Supplemental Policy, and the request is approved by the Audit Committee. As of March 30, 2026, no such exceptions have been requested.

Clawback Policy

The Company maintains a Clawback Policy ( the "Clawback Policy") that complies with Section 10D of the Exchange Act and Nasdaq Listing Standard 5608, and requires the recovery of erroneously awarded incentive‑based compensation in the event of an accounting restatement. The Clawback Policy applies to incentive‑based compensation received on or after July 17, 2024.

In 2025, our Compensation Committee approved enhancements that broaden the circumstances under which the Company may seek recovery. These include situations involving executive misconduct, significant operational failures, or material reputational harm, even when no restatement occurs. The Clawback Policy also allows recovery when projected year‑end results prove materially lower than anticipated at the time of award or when there is material non‑compliance with legal, regulatory, or ethical requirements.

The Board and the Compensation Committee retain discretion to determine the appropriate method of recovery, which may include canceling equity awards, requiring repayment, or applying offsets. The Clawback Policy prohibits indemnification of executives for any losses arising from the enforcement of a clawback.

Insider Trading Policy

Our Insider Trading Policy governs the purchases, sales, or other dispositions of the Company’s securities by directors, officers and employees, as well as by the Company itself. Additionally, our Supplemental Policy adds trading restrictions for designated persons, who are defined in the policy as (i) each director of the Company; (ii) each officer of the Company who has been designated by our Board as an "executive officer" for purposes of the reporting requirements and trading restrictions of Section 16 of the Exchange Act; and (iii) any additional persons that the Company may from time to time designate as being subject to this policy because of their position with the Company and access to material non-public information.


TWFG, INC. \| 2026 Proxy Statement						19

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors and 10% stockholders to file reports of ownership and changes of ownership of our Class A Common Stock with the SEC. Based on a review of these reports filed with the SEC and written representations from officers and directors, we believe that all filing requirements were timely met during 2025.


20						TWFG, INC. \| 2026 Proxy Statement

Executive Officers

The following table sets forth the name, age and positions of each of our executive officers as of March 30, 2026.


Name	Age	Position

Richard F. ("Gordy") Bunch III	53	Chief Executive Officer and Chairman
Katherine C. Nolan	65	President
Janice E. Zwinggi	65	Chief Financial Officer
Charles Alexander Bunch	55	Chief Marketing Officer
Julie E. Benes	50	Chief Legal Officer

Biographical information for Richard F. ("Gordy") Bunch III is set forth in this Proxy Statement under the heading "Proposal One Election of Directors—Director Biographies."

Katherine C. Nolan

President

Age: 65

KATHERINE C. NOLAN has served as our President since November 2025. She previously served as our Chief Operating Officer from 2009 to 2025, where she was responsible for the Company’s day-to-day operations and for driving strategic and operational alignment across the organization. Prior to joining TWFG, Ms. Nolan was President of Affirmative Retail Inc., Executive Vice President of Planning and Integration for Affirmative Insurance Holdings and Senior Vice President of Operations at Bristol West Insurance Company. She has over 30 years of experience in the property and casualty insurance industry. Ms. Nolan earned her Bachelor of Business Administration from Kent University and Master of Business Administration from John Carroll University.

Janice E. Zwinggi

Chief Financial Officer

Age: 65

JANICE E. ZWINGGI has served as our Chief Financial Officer since 2019. Prior to joining TWFG, Ms. Zwinggi was the Senior Vice President and Chief Financial Officer for Hudson Insurance Group from 2018 to 2019. Ms. Zwinggi was the Vice President and Controller of Argo Group International Holdings from 2007 to 2018. She was the Controller at Texas General Agency, Inc. Managing General Agency from 1987 to 1995 and then served as their Chief Financial Officer from 1995 to 2007. Ms. Zwinggi earned her Bachelor of Business Administration, Accounting from Texas State University and she has an Executive Leadership Certification from Harvard Business School. She is also a licensed Certified Public Accountant.


TWFG, INC. \| 2026 Proxy Statement						21


Executive Officers						Table of Contents

Charles Alexander Bunch

Chief Marketing Officer

Age: 55

CHARLES ALEXANDER BUNCH has served as our Chief Marketing Officer since 2015. Mr. Bunch has over 20 years of experience in marketing and advertising. Prior to joining TWFG, Mr. Bunch was the Chief Creative Officer for Slingshot Advertising from 2000 until 2006. He then served as the Senior Vice President Creative Director of the Martin Agency – Advertising from 2006 to 2009. In 2009, Mr. Bunch became the Executive Vice President Global Branding Director for EF Education First International until he joined TWFG in 2015.

Julie E. Benes

Chief Legal Officer

Age: 50

JULIE E. BENES has served as our Chief Legal Officer since November 2025. She previously served as our General Counsel and Secretary from 2019 to 2025. Prior to joining TWFG, Ms. Benes practiced law at O’Donnell Ferebee & Frazer, P.C. from 2015 to 2019, where she represented TWFG as outside counsel and other businesses in commercial litigation and general corporate matters. Prior to that, Ms. Benes represented various companies and individuals in complex litigation matters in private practice since 2004. Ms. Benes served on the Board of Klein Independent School District and as a member of the Literacy and Teach Texas committees of the Houston Bar Association of Lawyers. Ms. Benes earned her Bachelor of Arts and Bachelor of Science degrees from Boston University and her Juris Doctor from Chicago-Kent College of Law. Ms. Benes is a licensed attorney in Texas and in Illinois.


22						TWFG, INC. \| 2026 Proxy Statement

Executive Summary

Financial Highlights

TWFG is committed to creating long-term stockholder value through disciplined growth, operational excellence, and strategic capital deployment across our diversified insurance distribution platform. We operate with a clear focus on delivering sustainable, profitable growth while maintaining our position as a high-growth leader in the independent insurance agency sector.

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

*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.


TWFG, INC. \| 2026 Proxy Statement						23


Executive Summary						Table of Contents

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.


24						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						Executive Summary

How Our Compensation Programs Support Our Strategy

Elements of Compensation

Our executive compensation program is designed to align management incentives with our business strategy and shareholder value creation. Key elements of our 2025 compensation program included:

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

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.


TWFG, INC. \| 2026 Proxy Statement						25


Executive Summary						Table of Contents

Compensation Governance Best Practices


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


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


26						TWFG, INC. \| 2026 Proxy Statement

Executive Compensation

As an "emerging growth company," we have opted to comply with the executive compensation disclosure rules applicable to "smaller reporting companies," as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the "Securities Act"). These rules require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. These officers are referred to as our named executive officers ("NEOs").

Our NEOs for 2025 were:


Richard F. ("Gordy") Bunch III			Chief Executive Officer and Chairman of the Board
Katherine C. Nolan			President \| Chief Operations Officer until November 2025
Janice E. Zwinggi			Chief Financial Officer

2025 Target Pay Mix

We believe a significant amount of compensation for our most senior executives should be incentive-based and therefore at risk. For 2025, the CEO and other NEOs had a total compensation mix as follows:


CEO

Base Salary

Long-Term Equity Awards


Other Named Executive Officers

Base Salary

Annual Incentives

Long-Term Equity Awards


TWFG, INC. \| 2026 Proxy Statement						27


Executive Compensation						Table of Contents

Summary Compensation Table

The table below sets forth the annual compensation earned by our NEOs for the years ended December 31, 2025 and December 31, 2024.


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

1.The amounts reported reflect the grant date fair value of the Restricted Stock Units ("RSUs") and Performance Stock Units ("PSUs") granted to the NEOs as computed in accordance with ASC 718. The assumptions that we used to calculate these amounts are discussed in Note 11 to our financial statements included in our Form 10-K, and incorporated by reference herein. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

None of our NEOs are subject to an employment agreement with the Company or any of its subsidiaries.

Base Salary

Annual base salaries, when considered in combination with the other components of the executive compensation program, are intended to provide a level of compensation sufficient to attract and retain an effective management team. Base salaries earned by Mr. Bunch, Ms. Nolan and Ms. Zwinggi in 2025 were $700,000, $400,000 and $400,000, respectively.

Annual Short-term Incentive Awards

The Company maintains an annual bonus plan for its salaried non-producer employees, including the NEOs, pursuant to which participants are eligible to earn an annual bonus based on the Company’s achievement of financial performance metrics and subject to the employee’s continuous employment with the Company through the date of payment. Under the annual bonus plan, participants are eligible to earn up to 150% of their annual target bonus.


In Thousands (000)	2025 Goals

Performance	Adjusted EBITDA	Organic Revenue		% of Target(1)

Weighting	50%	50%
Maximum	≥ $54,779		≥ $227,388		150%
Target	$47,634		$206,716		100%
Threshold	$45,252		$202,582		50%
FY2025 Actual	$63,158		$207,374		125.8%

1.Interpolate for performance between discrete points


28						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						Executive Compensation

For 2025, the financial performance metrics comprised of (A) our Adjusted EBITDA for the year (weighted 50%) and (B) Organic Revenue (weighted 50%), both compared to preset goals. With respect to Mses. Nolan and Zwinggi, their annual target bonus for 2025 was set as 50% of their annual base salary. Mr. Bunch’s target bonus for 2025 was 0% in order to emphasize the long-term equity component of his compensation.

In February 2026, the Compensation Committee, after reviewing the actual 2025 year-end results, and comparing these results to the predetermined goal range, determined that the executive officers earned 125.8% of their target awards or $251,600 for each of Mses. Nolan and Zwinggi for the 2025 annual incentive plan.

Long-term Incentive Program

The Company maintains a long-term incentive plan for its salaried non-producer employees, including the NEOs, pursuant to which participants are eligible to earn awards based on the Company’s achievement of financial performance metrics and subject to the employee’s continuous employment with the Company through the date of vesting. Target awards are determined based on each executive officer’s position, level of responsibility and market benchmarks reviewed annually by the Compensation Committee.

In March 2025, the Compensation Committee approved a long-term equity award for each of the NEOs with a target value expressed as a specific dollar amount, with an equity award mix as follows:

•50% PSUs

•50% RSUs

The Compensation Committee believes this mix created an appropriate balance between providing incentive compensation for the achievement of Company-specific performance measures (PSUs) and retention (RSUs).

RSU Awards

On March 31, 2025, we granted RSUs to each of our NEOs pursuant to the terms of the TWFG, Inc. 2024 Omnibus Incentive Plan (the "Plan") and an RSU award agreement entered into thereunder (the "2025 RSU Award Agreement"). Pursuant to the 2025 RSU Award Agreement, the RSUs vest in substantially equal installments on March 31, 2026, March 31, 2027 and March 31, 2028, in each case, subject to the NEO’s continuous employment with the Company.

In connection with our IPO, on July 17, 2024, we granted RSUs (the "IPO RSUs") to each of our NEOs pursuant to the terms of the Plan and an RSU award agreement entered into thereunder (the "IPO RSU Award Agreement"). Pursuant to the IPO RSU Award Agreement, the IPO RSUs vest in substantially equal installments on January 17, 2025, July 17, 2025 and July 17, 2026, in each case, subject to the NEO’s continuous employment with the Company.

PSU Awards

On March 31, 2025, we granted PSUs to each of our NEOs pursuant to the terms of the Plan and a PSU award agreement entered into thereunder (the "2025 PSU Award Agreement"). Pursuant to the 2025 PSU Award Agreement, the PSU plan cycle has a two-year performance measurement period with an additional year to cliff vest following the performance period, for a total of a three-year time horizon. Under the 2025 PSU Award Agreement, participants are eligible to earn up to 150% of their payout target. For the 2025 PSUs, performance will be measured on the basis of (1) two-year Cumulative Adjusted EBITDA and (2) two-year Cumulative Organic Revenue. The awards will cliff vest on the third anniversary of the grant date on March 31, 2028, subject to the NEO’s continuous employment with the Company.

Award

Performance Period

Performance Measures
and Weights

Potential Payouts(1)

Vest Date

PSU

1/1/25–12/31/26

50% Cumulative Adjusted EBITDA
50% Cumulative Organic Revenue

0-150% with
Maximum Payout Factor

3/31/2028

1.The performance of the 2025 PSUs will be measured and determined at the end of the performance period.


TWFG, INC. \| 2026 Proxy Statement						29


Executive Compensation						Table of Contents

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2025.


		Stock Awards		Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)	Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)


Name	Award	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)

Richard F. ("Gordy") Bunch III	IPO RSU	45,068(2)	1,296,606
	2025 RSU	16,176(3)	465,384
	2025 PSU			24,264(4)	698,075
Katherine C. Nolan	IPO RSU	29,412(2)	846,183
	2025 RSU	6,471(3)	186,171
	2025 PSU			9,706(4)	279,241
Janice E. Zwinggi	IPO RSU	19,608(2)	564,122
	2025 RSU	6,471(3)	186,171
	2025 PSU			9,706(4)	279,241

1.Market values of the RSU and PSU awards shown in this table are based on the closing market price of our common stock as of December 31, 2025, which was $28.77 and assumes the satisfaction of the applicable vesting conditions.

2.The IPO RSUs, granted on July 17, 2024, vest in three substantially equal installments as follows: the first two installments vested on January 17, 2025 and July 17, 2025, respectively, and the third installment will vest on July 17, 2026.

3.The 2025 RSUs, granted on March 31, 2025, will vest in three substantially equal installments on March 31 of each of 2026, 2027 and 2028.

4.Based on SEC guidance, the number of shares and payout values represent the maximum number of shares the executive may receive under the PSUs granted on March 31, 2025 since Cumulative Adjusted EBITDA and Cumulative Organic Revenue performance as measured through the first year of the performance period exceeded target levels. The actual number of shares an executive receives under a PSU is dependent on the Company’s performance over the applicable two-year performance period and will not be determined until after the end of the performance period.

Additional Narrative Disclosure

The Company is a participating employer in a tax-qualified 401(k) retirement savings plan sponsored by Insperity, a third-party professional employer organization, pursuant to which eligible employees (including our NEOs) can defer a percentage of cash compensation up to the maximum allowed under Internal Revenue Service Guidelines. The Company makes safe harbor matching contributions to the 401(k) plan up to a 4% total match of each participating employee’s deferred salary. 401(k) plan participants are always fully vested with respect to both employee and employer contributions. We do not maintain, sponsor or otherwise have any liability with respect to any defined pension plan or nonqualified deferred compensation plan.


30						TWFG, INC. \| 2026 Proxy Statement


Table of Contents						Executive Compensation

Potential Payments upon Termination or Change in Control

The following summarizes the potential payments and benefits that may become payable to our NEOs in connection with certain termination events or a Change in Control, based on the terms of the applicable equity award agreements in effect for the 2025 fiscal year.


Component						Description


2025 RSU Awards						If a grantee experiences a termination of employment due to death, disability or retirement (each, a "Qualifying Termination"), a prorated portion of the unvested RSUs that otherwise would have vested on the next scheduled vesting date will vest and be settled in accordance with the terms of the 2025 RSU Award Agreement.

SEC Form DEF 14A filed by TWFG Inc.