Form 8-K

8-K — TWFG, Inc.

Accession: 0001628280-26-070109

Filed: 2026-11-04

Period: 2026-11-04

CIK: 0002007596

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — twfg-20261104.htm (Primary)

EX-99.1 (a991pressreleasedatednovem.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: twfg-20261104.htm · Sequence: 1

twfg-20261104

10055 Grogans Mill RoadSuite 500The WoodlandsTexasFALSE000200759600020075962026-11-042026-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2026

TWFG, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-42177 99-0603906

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10055 Grogans Mill Road

Suite 500

The Woodlands, Texas

77380

(Address of principal executive offices) (Zip Code)

(281) 367-3424

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Class A Common Stock, $0.01 par value TWFG The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02. Results of Operations and Financial Condition.

On November 4, 2026, TWFG, Inc. (the “Company”) issued a press release announcing its financial and operating results for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and on the Company’s investor relations website (https://investors.twfg.com/) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No. Description of Exhibit

99.1

Press Release dated November 4, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TWFG, INC.

Date: November 4, 2026

By: /s/ Richard F. Bunch III

Name: Richard F. Bunch III

Title: Chief Executive Officer

EX-99.1

Filename: a991pressreleasedatednovem.htm · Sequence: 2

Document

TWFG Announces Third Quarter 2026 Results

– Total Revenues increased 24.6% for the quarter over the prior year period to $79.9 million –

– Organic Revenue Growth Rate* of 16.6% for the quarter –

– Net income of $9.0 million and Net Income Margin of 11.3% for the quarter –

– Adjusted EBITDA Margin* of 24.4% for the quarter -

THE WOODLANDS, Texas, November 4, 2026 (GLOBE NEWSWIRE) – TWFG, Inc. (“TWFG”, the “Company” or “we”) (NASDAQ: TWFG), a high-growth insurance distribution company, today announced results for the third quarter ended September 30, 2026.

Third Quarter 2026 Highlights

•Total revenues for the quarter increased 24.6% to $79.9 million, compared to $64.1 million in the prior year period

•Commission income for the quarter increased 25.9% to $73.4 million, compared to $58.3 million in the prior year period

•Net income for the quarter was $9.0 million, compared to $9.6 million in the prior year period, and net income margin for the quarter was 11.3% compared to 15.0% in the prior year period

•Diluted Earnings Per Share for the quarter was $0.09 and Adjusted Diluted Earnings Per Share* for the quarter was $0.28

•Total Written Premium for the quarter increased 18.5% to $554.2 million, compared to $467.7 million in the prior year period

•Organic Revenue Growth Rate* for the quarter was 16.6%

•Adjusted Net Income* for the quarter increased 16.3% from the prior year period to $15.1 million, and Adjusted Net Income Margin* for the quarter was 18.9%

•Adjusted EBITDA* increased 15.0% to $19.5 million, with Adjusted EBITDA Margin* of 24.4%, compared to 26.5% in the prior year period

*Organic Revenue Growth Rate, Adjusted Net Income, Adjusted Net Income Margin, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Diluted Earnings Per Share are non-GAAP measures. Reconciliations of Organic Revenue Growth Rate to total revenue growth rate, Adjusted Net Income and Adjusted EBITDA to net income, Diluted Earnings Per Share to adjusted diluted earnings per share and Cash Flow from operating activities to adjusted free cash flow, the most directly comparable financial measures presented in accordance with GAAP, are outlined in the reconciliation table accompanying this release.

“Our third quarter results highlight the strength of TWFG’s diversified platform. Written premium grew 18.5%, total revenues increased 24.6%, and Adjusted EBITDA rose 15.0%, supported by growth across Agency-in-a-Box, Corporate Stores and MGA programs, as well as contributions from recent acquisitions. We continued to grow in a moderating rate environment, demonstrating the value we bring to agents, policyholders and carrier partners,” said Gordy Bunch, CEO.

Third Quarter 2026 Results

Total Written Premium increased 18.5% to $554.2 million in the third quarter, compared with $467.7 million in the same period of the prior year. Growth was primarily volume-led rather than rate-drive, reflecting the moderating rate environment. Our growth was supported by organic and inorganic growth across Agency-in-a-Box, Corporate Stores and MGA operations. The growth included increased policy counts and premium retention of 88%.

Total revenues increased $15.8 million or 24.6% compared to the prior-year period, primarily driven by commission income growth of $15.1 million or 25.9% to $73.4 million. Commission income growth outpaced written premium growth by 740 basis points as the business mix continued to shift toward higher commission-rate programs.

Organic Revenue was $68.7 million, representing growth of $9.8 million, or 16.6%, against the adjusted prior-year Organic Revenue denominator of $58.9 million. Organic Revenue excludes contingent income, non-policy fee income, other income and revenue from recently acquired businesses. The growth rate reflected increased renewal and new business growth across all offerings. The accompanying reconciliation details the adjustments used to establish the prior-year comparison.

Commission expense increased $7.3 million or 20.9% to $41.9 million, growing approximately 500 basis points slower than commission income, primarily reflecting a favorable shift towards higher commission-rate business and lower commission expense associated with corporate store acquisitions. Salaries and employee benefits increased $1.9 million or 19.3% to $11.8 million from $9.9 million, primarily due to incremental headcount associated with the Company’s continued acquisition strategy. Other administrative expenses increased $4.5 million or 85.8% to $9.7 million, primarily due to increased professional and legal fees associated with capital markets and credit facility expansion related expenses, as well as continued investments to support the Company’s growth initiatives.

Net income for the quarter was $9.0 million, compared to $9.6 million in the prior-year period, and Net Income Margin was 11.3%, compared with 15.0% last year. Higher other administrative expenses and salary and benefits, along with lower interest income and higher non-cash amortization related to acquisitions, affect the year-over-year comparison. Adjusted Net Income increased 16.3% to $15.1 million. Adjusted Net Income Margin was 18.9%, compared to 20.2% in the prior year period.

Adjusted EBITDA grew 15.0% to $19.5 million, supported by the higher-margin profile of MGA operations and contributions from recent acquisitions, including APIA and corporate store additions. Adjusted EBITDA Margin was 24.4%, compared with 26.5% in the third quarter of 2025.

Cash flow from operating activities was $10.6 million, compared to $15.0 million in the same period of the prior year. Adjusted Free Cash Flow was $7.5 million, compared to $12.3 million in the prior year period, primarily driven by working capital impacts including higher commission receivables and lower commission payables and other liabilities. These impacts along with lower net income were partially offset by higher amortization.

Liquidity and Capital Resources

As of September 30, 2026, the Company had unrestricted cash and cash equivalents of $77.8 million. We had full unused capacity on our revolving credit facility of $125.0 million as of September 30, 2026. The total outstanding term notes payable balance was $2.5 million as of September 30, 2026.

2026 Acquisitions Update

During the third quarter TWFG Insurance Services completed the branch conversion acquisition of Select Insurance Solutions, Inc.

This transaction joins a broader roster 2026 corporate store and MGA acquisitions including Loften Wells, Fortress Insurance Services and APIA.

Updated 2026 Outlook

Based on year-to-date performance and current business trends, the Company is updating the full-year 2026 guidance issued in the second quarter:

Metric Previous Guidance Updated Guidance

Organic Revenue Growth* 13-17% 15-17%

Total Revenues $300-$320 million $300-$320 million

Adjusted EBITDA Margin* 23-27% 24-27%

The updated outlook reflects stronger-than-expected performance across the core businesses and subsequent acquisitions.

The Company is unable to provide a reconciliation of Organic Revenue Growth or Adjusted EBITDA Margin guidance to the most directly comparable GAAP measures without unreasonable effort due to the inherent difficulty in forecasting the timing and magnitude of items that have not yet occurred. The Company believes any such difference would be immaterial.

*For a definition of Organic Revenue Growth Rate and Adjusted EBITDA Margin, see “Non-GAAP Financial Measures” below.

Investor Day

TWFG will host an Investor Day on November 12th, 2026, from 10:00 a.m. to 3:00 p.m. Central Time at its home office, located at 10055 Grogans Mill Road., Suite 500, The Woodlands, Texas.

Registration Link: https://edge.media-server.com/mmc/p/u25nnryn/

Conference Call Information

TWFG will host a conference call to discuss its financial results at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) on November 4, 2026.

To access the call by webcast please visit https://edge.media-server.com/mmc/p/nuz2eovi/

To register for access to the live conference call:

•Visit the link below and complete the online registration form.

•Upon registering you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details.

•Select a method for joining the call:

•Dial-In: A dial in number and unique PIN are displayed to connect directly from your phone.

•Call Me: Enter your phone number and click “Call Me” for an immediate callback from the system. The call will come from a US number.

Registration Link: https://edge.media-server.com/mmc/p/nuz2eovi/

A replay of the webcast will be available on the Investor Relations website for a limited time following the call.

About TWFG

TWFG (NASDAQ: TWFG) is an independent distribution platform for personal and commercial insurance in the United States. TWFG represents hundreds of insurance carriers across personal and commercial lines, serving clients through its network of branches, corporate stores and managing general agency operations. For more information, please visit twfg.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this release, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “outlook,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business, as well as statements regarding our share repurchase program, including the timing, amount, or completion of any repurchases. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the captions entitled “Risk factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the U.S. Securities and Exchange Commission. You should specifically consider the numerous risks outlined under “Risk factors” in the Annual Report on Form 10-K for the year ended December 31, 2025.

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

Non-GAAP Financial Measures and Key Performance Indicators

Non-GAAP Financial Measures

Organic Revenue, Organic Revenue Growth, Adjusted Net Income, Adjusted Net Income Margin, Adjusted Diluted Earnings Per Share, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow included in this release are not measures of financial performance in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and should not be considered substitutes for GAAP measures, including revenues (for Organic Revenue and Organic Revenue Growth), net income (for Adjusted Net Income, Adjusted Net Income Margin, Adjusted EBITDA and Adjusted EBITDA Margin), diluted earnings per share (for Adjusted Diluted Earnings Per Share), and cash flow from operating activities (for Adjusted Free Cash Flow), which we consider to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for revenues, net income, operating cash flow or other consolidated financial statement data prepared in accordance with GAAP. Other companies may calculate any or all of these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.

Organic Revenue. Organic Revenue is total revenue (the most directly comparable GAAP measure) for the relevant period, excluding contingent income, non-policy fee income, other income and those revenues generated from acquired businesses with over $0.5 million in annualized revenue that have not reached the twelve-month owned mark.

Organic Revenue Growth. Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted to include revenues that were excluded in the prior period because the relevant acquired businesses had not reached the twelve-month-owned milestone, but have reached the twelve-month owned milestone in the current period. We believe Organic Revenue Growth is an appropriate measure of operating performance because it eliminates the impact of acquisitions, which affects the comparability of results from period-to-period.

Adjusted Net Income. Adjusted Net Income is a supplemental measure of our performance and is defined as Net Income (the most directly comparable GAAP measure) before amortization, non-recurring or non-operating income and expenses, including equity-based compensation, adjusted to assume a single class of stock (Class A) and assuming noncontrolling interests do not exist while excluding the impact of the sale of non-current assets. We believe Adjusted Net Income is a useful measure because it adjusts for the after-tax impact of significant one-time, non-recurring items and eliminates the impact of any transactions that do not directly affect what management considers to be our ongoing operating performance in the period. These adjustments generally eliminate the effects of certain items that may vary from company-to-company for reasons unrelated to overall operating performance.

Beginning in the year ended December 31, 2025, we updated our definition of Adjusted Net Income to exclude the impact of the sale of non-current assets. The impact of this change on our Adjusted Net Income for the year ended December 31, 2025, as well as on previously reported periods, was not material. As a result, prior‑period amounts have not been recast. We believe this minor refinement to our definition provides improved alignment with how management evaluates operating performance and enhances the measure’s usefulness for investors while maintaining comparability with prior periods.

We are subject to U.S. federal income taxes, in addition to state, and local taxes, with respect to our allocable share of any net taxable income of TWFG Holding Company, LLC. Adjusted Net Income pre-IPO did not reflect adjustments for income taxes since TWFG Holding Company, LLC is a limited liability company and is classified as a partnership for U.S. federal income tax purposes. Post-IPO, the calculation incorporates the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the Company owned 100% of TWFG Holding Company, LLC.

Adjusted Net Income Margin. Adjusted Net Income Margin is Adjusted Net Income divided by total revenues. We believe that Adjusted Net Income Margin is a useful measurement of operating profitability for the same reasons we find Adjusted Net Income useful and also because it provides a period-to-period comparison of our after-tax operating performance.

Adjusted Diluted Earnings Per Share. Adjusted Diluted Earnings Per Share is Adjusted Net Income divided by diluted shares outstanding after adjusting for the effect of (i) the exchange of 100% of the outstanding Class B common stock of the Company (the “Class B Common Stock”) and Class C common stock of the Company (the “Class C Common Stock”) (together with the related limited liability units in TWFG Holding Company, LLC (the “LLC Units”)) into shares of Class A common stock of the Company (“Class A Common Stock”) and (ii) the vesting of 100% of the unvested equity awards and exchange into shares of Class A Common Stock. The most directly comparable GAAP financial metric is diluted earnings per share. We believe Adjusted Diluted Earnings Per Share may be useful to an investor in evaluating our operating performance and efficiency because this measure is widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon acquisition activity and capital structure. This measure also eliminates the impact of expenses that do not relate to core business performance, among other factors.

Adjusted EBITDA. Adjusted EBITDA is a supplemental measure of our performance and is defined as EBITDA adjusted to reflect items such as equity-based compensation, interest income, other non-operating and certain nonrecurring items, while excluding the impact of the sale of non-current assets. EBITDA is defined as net income (the most directly comparable GAAP measure) before interest, income taxes, depreciation and amortization. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it adjusts for significant one-time, non-recurring items and eliminates the ongoing accounting effects of certain capital spending and acquisitions, such as depreciation and amortization, that do not directly affect what management considers to be our ongoing operating performance in the period. These adjustments eliminate the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. Our measure of Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

Beginning in the year ended December 31, 2025, we updated our definition of Adjusted EBITDA to exclude the impact of the sale of non-current assets. The impact of this change on our Adjusted EBITDA for the year ended December 31, 2025, as well as on previously reported periods, was not material. As a result, prior‑period amounts have not been recast. We believe this minor refinement to our definition provides

improved alignment with how management evaluates operating performance and enhances the measure’s usefulness for investors while maintaining comparability with prior periods.

Adjusted EBITDA Margin. Adjusted EBITDA Margin is Adjusted EBITDA divided by total revenue. We believe that Adjusted EBITDA Margin is a useful measurement of operating profitability for the same reasons we find Adjusted EBITDA useful and also because it provides a period-to-period comparison of our operating performance.

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

The reconciliation of the above non-GAAP measures to their most comparable GAAP financial measure is outlined in the reconciliation table accompanying this release.

Key Performance Indicators

Total Written Premium. Total Written Premium represents, for any reported period, the total amount of current premium (net of cancellations) placed with insurance carriers. We utilize Total Written Premium as a key performance indicator when planning, monitoring, and evaluating our performance. We believe Total Written Premium is a useful metric because it is the underlying driver of the majority of our revenue.

Contacts

Investor Contact:

Investor Relations for TWFG

Email: IR@twfg.com

PR Contact:

Alex Bunch, CMO for TWFG

Email: alex@twfg.com

Condensed Consolidated Statements of Income (Unaudited)

(Amounts in thousands, except share and per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Revenues

Commission income(1)

$ 73,379 $ 58,270 $ 221,073 $ 161,617

Contingent income(4)

2,571 2,095 6,673 5,791

Fee income(2)

3,553 3,466 11,066 9,806

Other income 413 292 1,456 1,040

Total revenues 79,916 64,123 240,268 178,254

Expenses

Commission expense 41,894 34,639 121,415 100,604

Salaries and employee benefits 11,847 9,929 33,529 27,618

Other administrative expenses(3)

9,652 5,194 25,629 15,318

Depreciation and amortization 7,494 5,327 20,728 12,587

Total operating expenses

70,887 55,089 201,301 156,127

Operating income

9,029 9,034 38,967 22,127

Interest expense (75) (70) (194) (221)

Interest income 531 1,574 2,504 5,188

Other non-operating income (expense), net 116 59 818 632

Income before tax 9,601 10,597 42,095 27,726

Income tax expense 601 977 2,765 2,253

Net income

9,000 9,620 39,330 25,473

Less: net income attributable to noncontrolling interests

7,827 7,898 34,029 20,456

Net income attributable to TWFG, Inc. $ 1,173 $ 1,722 $ 5,301 $ 5,017

Weighted average shares of common stock outstanding:

Basic 12,870,343 15,005,426 13,620,316 14,933,242

Diluted 12,997,664 15,100,655 13,620,316 15,088,031

Earnings per share:

Basic $ 0.09 $ 0.11 $ 0.39 $ 0.34

Diluted $ 0.09 $ 0.11 $ 0.39 $ 0.34

(1) Commission income - related party of $4,018 and $3,939 for the three months ended and $12,366 and $9,858 for the nine months ended September 30, 2026 and 2025, respectively.

(2) Fee income - related party of $887 and $869 for the three months ended and $2,730 and $2,596 for the nine months ended September 30, 2026 and 2025, respectively.

(3) Other administrative expenses - related party of $817 and $785 for the three months ended and $2,509 and $2,333 for the nine months ended September 30, 2026 and 2025, respectively.

(4) Contingent income - related party of $125 and $375 for the three and nine months ended September 30, 2026 and none for the three and nine months ended September 30, 2025, respectively.

The following table presents the disaggregation of our revenues by offerings (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Insurance Services

Agency-in-a-Box $ 39,603 $ 37,583 $ 120,927 $ 112,895

Corporate Branches 14,950 12,188 39,938 31,804

Total Insurance Services 54,553 49,771 160,865 144,699

TWFG MGA 24,828 13,944 77,848 32,372

Other 535 408 1,555 1,183

Total revenues $ 79,916 $ 64,123 $ 240,268 $ 178,254

The following table presents the disaggregation of our commission income by offerings (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Insurance Services

Agency-in-a-Box $ 36,661 $ 34,703 $ 112,615 $ 104,337

Corporate Branches 14,469 12,018 38,793 31,526

Total Insurance Services 51,130 46,721 151,408 135,863

TWFG MGA 22,249 11,549 69,665 25,754

Total commission income $ 73,379 $ 58,270 $ 221,073 $ 161,617

The following table presents the disaggregation of our fee income by major sources (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Policy fees $ 1,552 $ 1,175 $ 4,653 $ 3,309

Branch fees 1,371 1,289 4,177 3,961

License fees 526 886 1,876 2,053

TPA fees 104 116 360 483

Total fee income $ 3,553 $ 3,466 $ 11,066 $ 9,806

The following table presents the disaggregation of our commission expense by offerings (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Insurance Services

Agency-in-a-Box $ 30,039 $ 27,627 $ 88,625 $ 81,594

Corporate Branches 1,642 1,481 4,400 4,155

Total Insurance Services 31,681 29,108 93,025 85,749

TWFG MGA 10,156 5,504 28,175 14,774

Other 57 27 215 81

Total commission expense

$ 41,894 $ 34,639 $ 121,415 $ 100,604

Condensed Consolidated Balance Sheets (Unaudited)

(Amounts in thousands, except share/unit data)

September 30, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 77,841 $ 155,926

Restricted cash 17,825 11,974

Commissions receivable, net 50,360 37,322

Accounts receivable 14,110 7,469

Deposit with premium finance company 11,278 10,445

Other current assets, net 5,590 2,382

Total current assets 177,004 225,518

Non-current assets

Intangible assets, net 174,666 138,632

Property and equipment, net 3,804 3,307

Lease right-of-use assets, net 4,148 4,189

Other non-current assets 578 689

Total assets $ 360,200 $ 372,335

Liabilities, Redeemable Noncontrolling Interest, and Equity

Current liabilities

Commissions payable $ 19,318 $ 15,168

Carrier liabilities 22,381 13,811

Operating lease liabilities 1,179 1,320

Short-term bank debt 2,019 1,972

Deferred acquisition payables 6,692 1,505

Other current liabilities 11,338 10,308

Total current liabilities 62,927 44,084

Non-current liabilities

Operating lease liabilities 3,227 2,897

Long-term bank debt 515 2,035

Deferred acquisition payables 305 6,669

Total liabilities 66,974 55,685

Commitments and contingencies (see Note 14)

Redeemable noncontrolling interest 25,618 17,901

Stockholders' Equity

Class A common stock ($0.01 par value per share - 300,000,000 authorized 12,907,830 and 15,028,681 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively)

129 150

Class B common stock ($0.00001 par value per share - 100,000,000 authorized 7,277,651 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively)

— —

Class C common stock ($0.00001 par value per share - 100,000,000 authorized 33,893,810 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively)

— —

Additional paid-in capital 18,728 59,951

Retained earnings 28,553 23,251

Accumulated other comprehensive income 18 30

Total stockholders' equity attributable to TWFG, Inc. 47,428 83,382

Noncontrolling interests

220,180 215,367

Total stockholders' equity 267,608 298,749

Total liabilities, redeemable noncontrolling interest, and equity

$ 360,200 $ 372,335

Non-GAAP Financial Measures

A reconciliation of Organic Revenue and Organic Revenue Growth Rate to Total Revenue and Total Revenue Growth Rate, the most directly comparable GAAP measures, for each of the periods indicated is as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Total Revenues $ 79,916 $ 64,123 $ 240,268 $ 178,254

Acquisition adjustments(1)

(6,261) (5,286) (27,280) (7,419)

Contingent income (2,571) (2,095) (6,673) (5,791)

Fee income (3,553) (3,466) (11,066) (9,806)

Other income (413) (292) (1,456) (1,040)

Policy fee income 1,552 1,175 4,653 3,309

Organic Revenue $ 68,670 $ 54,159 $ 198,446 $ 157,507

Prior year Organic Revenue reported $ 54,159 $ 48,406 $ 157,507 $ 138,375

Commission income at 12-month post acquisitions 5,286 898 7,419 3,583

Disposals (530) — (1,595) —

Other adjustments(2)

— (136) — (807)

Organic Revenue denominator $ 58,915 $ 49,168 $ 163,331 $ 141,151

Organic Revenue $ 68,670 $ 54,159 $ 198,446 $ 157,507

Organic Revenue denominator 58,915 49,168 163,331 141,151

Organic Revenue Growth $ 9,755 $ 4,991 $ 35,115 $ 16,356

Total Revenue Growth Rate(3)

24.6 % 21.3 % 34.8 % 17.3 %

Organic Revenue Growth Rate(4)

16.6 % 10.2 % 21.5 % 11.6 %

(1) Represents revenues generated from the acquired businesses during the first 12 months following an acquisition.

(2) Other adjustments reflect immaterial prior-period and comparability items consistent with management’s non-GAAP presentation policy.

(3) Represents the period-to-period change in total revenues divided by the total revenues in the prior period.

(4) Represents Organic Revenue Growth divided by the Organic Revenue denominator.

A reconciliation of Adjusted Net Income and Adjusted Net Income Margin to net income and net income margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Total Revenues $ 79,916 $ 64,123 $ 240,268 $ 178,254

Net Income $ 9,000 $ 9,620 $ 39,330 $ 25,473

Income tax expense 601 977 2,765 2,253

Acquisition-related expenses

10 3 165 55

Equity-based compensation

682 987 2,704 3,706

Other non-recurring items(1)

1,775 — 2,241 10

Gain on sale of non-current assets, net(2)

(109) — (810) —

Amortization expense 7,328 5,205 20,264 12,176

Adjusted income before income taxes 19,287 16,792 66,659 43,673

Adjusted income tax expense (4,211) (3,833) (15,145) (9,968)

Adjusted Net Income $ 15,076 $ 12,959 $ 51,514 $ 33,705

Net Income Margin 11.3 % 15.0 % 16.4 % 14.3 %

Adjusted Net Income Margin 18.9 % 20.2 % 21.4 % 18.9 %

(1) Non-recurring expense for the three and nine months ended September 30, 2026, primarily includes legal and professional fees associated with capital markets and credit facility expansion activities and lease termination costs. Non-recurring expense for the nine-month period also includes a commercial concession. These costs are not considered by management to be reflective of the Company’s normal, recurring operating performance.

(2) During the first and second quarters of 2025, a gain related to the sale of non-current assets was not excluded from Adjusted Net Income consistent with the Company’s stated definition. The presentation has been adjusted in the fourth quarter and full-year 2025 results to conform to the Company’s definition of Adjusted Net Income. This adjustment impacts only non-GAAP measures and had no effect on previously reported GAAP results.

A reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net income and net income margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Total Revenues $ 79,916 $ 64,123 $ 240,268 $ 178,254

Net income

$ 9,000 $ 9,620 $ 39,330 $ 25,473

Interest expense 75 70 194 221

Interest income(1)

(531) (1,574) (2,504) (5,188)

Depreciation and amortization 7,494 5,327 20,728 12,587

Income tax expense 601 977 2,765 2,253

EBITDA 16,639 14,420 60,513 35,346

Acquisition-related expenses 10 3 165 55

Equity-based compensation 682 987 2,704 3,706

Interest income(1)

531 1,574 2,504 5,188

Gain on sale of non-current assets, net(2)

(109) — (810) —

Other non-recurring items(3)

1,775 — 2,241 10

Adjusted EBITDA $ 19,528 $ 16,984 $ 67,317 $ 44,305

Net Income Margin 11.3 % 15.0 % 16.4 % 14.3 %

Adjusted EBITDA Margin 24.4 % 26.5 % 28.0 % 24.9 %

(1) Interest income reflects interest and other earnings on cash balances held by the Company. This income is included in Adjusted EBITDA as we view our total interest and investment income as an integral part of our business model and earnings stream until deployed.

(2) During the first and second quarters of 2025, a gain related to the sale of non-current assets was not excluded from Adjusted Net Income consistent with the Company’s stated definition. The presentation has been adjusted in the fourth quarter and full-year 2025 results to conform to the Company’s definition of Adjusted Net Income. This adjustments impacts only non-GAAP measures and had no effect on previously reported GAAP results.

(3) Non-recurring expense for the three and nine months ended September 30, 2026, primarily includes legal and professional fees associated with capital markets and credit facility expansion activities and lease termination costs. Non-recurring expense for the nine-month period also includes a commercial concession. These costs are not considered by management to be reflective of the Company’s normal, recurring operating performance.

A reconciliation of Adjusted Free Cash Flow to Cash Flow from Operating Activities, the most directly comparable GAAP measure, for each of the periods indicated is as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Cash Flow from Operating Activities $ 10,577 $ 14,953 $ 43,114 $ 40,213

Purchase of property and equipment (164) (69) (961) (128)

Tax distribution to members(1)

(2,893) (2,586) (11,155) (11,338)

Acquisition-related expenses

10 3 165 55

Adjusted Free Cash Flow $ 7,530 $ 12,301 $ 31,163 $ 28,802

(1) Tax distributions to members represents the amount distributed to the members of TWFG Holding Company, LLC in respect of their income tax liability related to the net income of TWFG Holding Company, LLC allocated to its members.

A reconciliation of Adjusted Diluted Earnings Per Share to diluted earnings per share, the most directly comparable GAAP measure, for each of the periods indicated is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Earnings per share of common stock – diluted $ 0.09 $ 0.11 $ 0.39 $ 0.34

Plus: Impact of all LLC Units exchanged for Class A Common Stock(1)

0.03 0.06 0.14 0.12

Plus: Adjustments to Net Income(2)

0.11 0.06 0.22 0.14

Plus: Other Adjustments(3)

0.05 — 0.19 —

Adjusted Diluted Earnings Per Share $ 0.28 $ 0.23 $ 0.94 $ 0.60

Weighted average common stock outstanding – diluted 12,997,664 15,100,655 13,620,316 15,088,031

Plus: Impact of all LLC Units exchanged for Class A Common Stock(1)

41,171,461 41,171,461 41,171,461 41,171,461

Adjusted Diluted Earnings Per Share diluted share count 54,169,125 56,272,116 54,791,777 56,259,492

(1) For comparability purposes, this calculation incorporates the net income that would be distributable if all shares of Class B Common Stock and Class C Common Stock, together with the related LLC Units, were exchanged for shares of Class A Common Stock. For the three and nine months ended September 30, 2026, this includes $5.4 million and $23.8 million, respectively, of net income on 54,169,125 and 54,791,777 weighted-average shares of common stock outstanding-diluted, respectively. For the three and nine months ended September 30, 2025, this includes $7.9 million and $20.5 million, respectively, of net income on 56,272,116 and 56,259,492 weighted-average shares of common stock outstanding-diluted, respectively. See Note 13 Earnings Per Share to our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for more information about the earnings per share.

(2) Adjustments to Net Income are described in the footnotes of the reconciliation of Adjusted Net Income to net income in “Adjusted Net Income and Adjusted Net Income Margin”, which represent the difference between net income of $9.0 million and Adjusted Net Income of $15.1 million, as well as the net income of $39.3 million and Adjusted Net Income of $51.5 million for the three and nine months ended September 30, 2026, respectively. Adjusted Diluted Earnings Per Share include adjustments of $6.1 million to Adjusted Net Income on 54,169,125 weighted-average shares of common stock outstanding-diluted and $12.2 million to Adjusted Net Income on 54,791,777 weighted-average shares of common stock outstanding-diluted, for the three and nine months ended September 30, 2026, respectively.

(3) Impact of TWFG MGA FL redeemable noncontrolling interest: Incorporates the net income attributable to the 49.9% interest in TWFG MGA FL, LLC held by AIH Sub, Inc. Unlike the Class B and Class C holders, AIH Sub, Inc. does not hold exchange rights into Class A Common Stock but rather holds a put option exercisable between 2030 and 2033. This component is included to present Adjusted Diluted Earnings Per Share on the same fully consolidated basis as Adjusted EBITDA, ensuring comparability between the two metrics. For the three and nine months ended September 30, 2026, this component includes $2.4 million and $10.3 million of net income attributable to AIH Sub, Inc.

Key Performance Indicators

The following presents the disaggregation of Total Written Premium by offerings, business mix and line of business (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Amount % of Total Amount % of Total Amount % of Total Amount % of Total

Offerings:

Insurance Services

Agency-in-a-Box $ 326,436 59 % $ 296,524 63 % $ 928,715 59 % $ 839,845 65 %

Corporate Branches 118,219 21 98,634 21 318,559 20 262,284 20

Total Insurance Services 444,655 80 395,158 84 1,247,274 79 1,102,129 85

TWFG MGA 109,539 20 72,583 16 335,031 21 186,862 15

Total written premium $ 554,194 100 % $ 467,741 100 % $ 1,582,305 100 % $ 1,288,991 100 %

Business Mix:

Insurance Services

Renewal business $ 354,086 64 % $ 313,448 67 % $ 989,115 63 % $ 860,223 67 %

New business 90,569 16 81,710 17 258,159 16 241,906 19

Total Insurance Services 444,655 80 395,158 84 1,247,274 79 1,102,129 86

TWFG MGA

Renewal business 56,579 10 48,687 10 % 179,012 11 % 132,429 10 %

New business 52,960 10 23,896 6 156,019 10 54,433 4

Total TWFG MGA 109,539 20 72,583 16 335,031 21 186,862 14

Total written premium $ 554,194 100 % $ 467,741 100 % $ 1,582,305 100 % $ 1,288,991 100 %

Written Premium Retention:

Insurance Services 90 % 92 % 90 % 91 %

TWFG MGA 78 80 96 80

Consolidated 88 91 91 89

Line of Business:

Personal lines $ 447,078 81 % $ 386,741 83 % $ 1,278,455 81 % $ 1,050,439 81 %

Commercial lines 107,116 19 81,000 17 303,850 19 238,552 19

Total written premium $ 554,194 100 % $ 467,741 100 % $ 1,582,305 100 % $ 1,288,991 100 %

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