TWFG Inc-A 2025年度报告

FORM 10-K___________________________ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ Commission file number 001-42177 TWFG, Inc. (Exact name of registrant as specified in its charter) 99-0603906 Delaware (I.R.S. EmployerIdentification No.) (State or other jurisdiction ofincorporation or organization) 10055 Grogans Mill Rd.Suite 500The Woodlands, Texas 77380 (Address of Principal Executive Offices)(Zip Code) (281) 367-3424Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Table of contents Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo As of June 30, 2025 (the last business day of the registrant’s second fiscal quarter), the registrant’s aggregate marketvalue of its voting and non-voting common equity held by non-affiliates was $501,924,325. As of March9, 2026, there were 15,028,681 shares of Class A common stock, 7,277,651 shares of Class B common stockand 33,893,810 shares of Class C common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for its 2026 Annual Meeting of Stockholders, which will be filed no later than120 days after the Registrant’s fiscal year ended December31, 2025, are incorporated by reference in this report inresponse to Part III, Items 10, 11, 12, 13, and 14. Table of Contents PagePART IItem 1. Business1Item 1A. Risk Factors14Item 1B. Unresolved Staff Comments45Item 1C. Cybersecurity45Item 2. Properties46Item 3. Legal Proceedings46Item 4. Mine Safety Disclosures46PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities47Item 6. [Reserved]48Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations49Item 7A. Quantitative and Qualitative Disclosures About Market Risk70Item 8. Financial Statements and Supplementary Data71Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108Item 9A. Controls and Procedures108Item 9B. Other Information108Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections109PART IIIItem 10. Directors, Executive Officers and Corporate Governance110Item 11. Executive