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TWFG Announces Third Quarter 2025 Results
Business
Nov 12 2025
32 min read

TWFG Announces Third Quarter 2025 Results

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– Total Revenues increased 21.3% for the quarter over the prior year period to $64.1 million
– Total Written Premium increased 16.9% for the quarter over the prior year period to $467.7 million
– Organic Revenue Growth Rate* of 10.2% for the quarter –
– Net income of $9.6 million for the quarter
– Adjusted EBITDA* increased 44.7% for the quarter over the prior year period to $17.0 million

THE WOODLANDS, Texas, Nov. 12, 2025 (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, 2025.

Third Quarter 2025 Highlights

  • Total revenues for the quarter increased 21.3% to $64.1 million, compared to $52.9 million in the prior year period

  • Commission income for the quarter increased 20.8% to $58.3 million, compared to $48.2 million in the prior year period

  • Net income for the quarter was $9.6 million, compared to $6.9 million in the prior year period, and net income margin for the quarter was 15.0%

  • Diluted Earnings Per Share for the quarter was $0.11 and Adjusted Diluted Earnings Per Share* for the quarter was $0.23

  • Total Written Premium for the quarter increased 16.9% to $467.7 million, compared to $400.1 million in prior year period

  • Organic Revenue Growth Rate* for the quarter was 10.2%

  • Adjusted Net Income* for the quarter increased 55.3% from the prior year period to $13.0 million, and Adjusted Net Income Margin* for the quarter was 20.2%

  • Adjusted EBITDA* for the quarter increased 44.7% over the prior year period to $17.0 million, and Adjusted EBITDA Margin* for the quarter was 26.5% compared to 22.2% in the prior-year period

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

“Our third quarter results demonstrate continued momentum across both our agency and MGA platforms,” said Gordy Bunch, Founder, Chairman and CEO. “We delivered 21.3% total revenue growth, 10.2% organic growth and 430-basis-points improvement in Adjusted EBITDA margin to 26.5%, highlighting the scalability of our model and disciplined cost management. As the personal and commercial lines markets normalize, we’re experiencing improved retention, expanding carrier capacity, and stronger client demand — all of which position TWFG for sustained, profitable growth.”

“Our third quarter recruiting and M&A activities added eight new retail locations, one new corporate location and 370 independent agents to our MGA platform. After the third quarter TWFG acquired Alabama Insurance Agency adding twenty three additional retail locations and Alabama as our newest state expansion. These results provide excellent tailwinds heading into the fourth quarter.”

Third Quarter 2025 Results

During the quarter, industry conditions improved meaningfully as carriers re-entered key property markets and we experienced stabilized pricing trends. TWFG’s diversified distribution platform — combining independent agency operations, proprietary MGA programs, and technology-enabled service tools — continues to perform well in this environment. Our strategy remains focused on enhancing producer productivity, deepening carrier relationships, and expanding capabilities to deliver long-term value.

For the third quarter, Total Written Premiums were $467.7 million, an increase of 16.9% compared to $400.1 million in the same period in the prior year. Growth was driven by corporate branch acquisitions and continued expansion across both the Agency-in-a-Box and TWFG MGA platforms, with MGA premium volume up 19.2% compared to the same period in the prior year, reflecting strength of our property programs, improved retention, new business growth, and expansion into new states through enhanced carrier partnerships.

Total revenues increased 21.3% to $64.1 million, compared to $52.9 million in the same period in the prior year, supported by double-digit organic growth, higher contingent income, and growth in policy and license fees. For the nine months ended September 30, 2025, total revenues were $178.3 million, up 17.3% from $152.0 million compared to the same period in the prior year.

Organic Revenues, which exclude contingent, non-policy fee, and other income, were $54.2 million for the quarter, up $5.0 million from $49.2 million compared to the same period in the prior year. The Organic Revenue Growth Rate of 10.2% was driven by new business production, normalized retention levels, and modest rate improvement across personal and commercial lines. For the first nine months of 2025, Organic Revenues rose $16.4 million to $157.5 million, representing an 11.6% Organic Revenue Growth Rate. Organic growth benefited from normalizing retention levels as rate volatility moderated, supporting new business growth and cross-sell activity.

Commission expense for the quarter increased 12.6% to $34.6 million, reflecting continued expansion in production. Salaries and employee benefits were $9.9 million, up 19.2% compared to $8.3 million in the same period in the prior year, primarily due to incremental headcount and expenses associated with 2025 corporate branch acquisitions and overall business growth. Other administrative expenses rose 7.9% to $5.2 million, primarily from public company operating costs and continued investments to support long-term growth initiatives.

Net income for the quarter was $9.6 million, compared to $6.9 million in the same period in the prior year resulting in a net income margin of 15.0%, up from 13.0% last year. Adjusted Net Income increased 55.3% to $13.0 million, with an Adjusted Net Income Margin of 20.2% compared to 15.8% in the same period in the prior year.

Adjusted EBITDA grew 44.7% to $17.0 million, reflecting operating leverage, expense discipline, and increased contribution from higher-margin MGA operations. The Adjusted EBITDA Margin expanded 430-basis-points year-over-year to 26.5%, compared to 22.2% in the third quarter of 2024.

Cash flow from operating activities was $15.0 million, compared to $11.7 million in the same period prior year. Adjusted Free Cash Flow was $12.3 million, modestly higher than $11.5 million in the same period prior year, primarily reflecting increased tax distributions to pre-IPO members.

Liquidity and Capital Resources

As of September 30, 2025, the Company had unrestricted cash and cash equivalents of $151.0 million. We had full unused capacity on our revolving credit facility of $50.0 million as of September 30, 2025. The total outstanding term notes payable balance was $4.5 million as of September 30, 2025.

2025 Updated Outlook

Based on year-to-date performance and current market conditions, TWFG expects to close the year with strong momentum. As the personal lines markets continue to soften and carrier availability expands, the Company anticipates double digit organic growth with accretive M&A activity throughout 2026. TWFG’s balanced capital allocation and disciplined execution support our confidence in achieving our tightened full year 2025 guidance. Based on the year-to-date results for 2025 and current market conditions, the Company has updated its full year 2025 guidance as follows.

  • Total Revenues: Expected to be between $240 million and $245 million

  • Organic Revenue Growth Rate*: Expected to be in the range of 11% to 13%

  • Adjusted EBITDA Margin*: Expected to be in the range of 24% to 25%

The Company is unable to provide a reconciliation to the most directly comparable GAAP measures without unreasonable efforts due to the inherent difficulty in forecasting the timing of items that have not yet occurred, as well as quantifying certain amounts that are necessary for such reconciliation. We believe it is immaterial.

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

Conference Call Information

TWFG will host a conference call and webcast tomorrow at 10:00 AM ET to discuss these results.

To access the call by phone, participants should REGISTER AT THIS LINK, where they will be provided with the dial in details. A live webcast of the conference call will also be available on TWFG’s investor relations website at investors.twfg.com. A webcast replay of the call will be available at investors.twfg.com for one year following the call.

About TWFG

TWFG (NASDAQ: TWFG) is a high-growth, independent distribution platform for personal and commercial insurance in the United States and represents hundreds of insurance carriers that underwrite personal lines and commercial lines risks. 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. 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, 2024.

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 (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. Since the first quarter of 2025, we have utilized the revised calculation methodology for Organic Revenue to include policy fee income as it is directly correlated to MGA commission income. Our legacy calculation methodology removed policy fee income from 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. 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.

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. This measure does not deduct earnings related to the noncontrolling interests in TWFG Holding Company, LLC for the period prior to July 19, 2024, when we did not own 100% of the business. 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. 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.

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 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 cancellation) 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:
Gene Padgett, CAO for TWFG
Email: gene.padgett@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,

 

2025

 

2024

 

2025

 

2024

Revenues

 

 

 

 

 

 

 

 

 

 

Commission income(1)

$

58,270

 

 

$

48,240

 

 

$

161,617

 

 

$

139,447

 

Contingent income

 

2,095

 

 

 

1,383

 

 

 

5,791

 

 

 

3,717

 

Fee income(2)

 

3,466

 

 

 

2,890

 

 

 

9,806

 

 

 

7,811

 

Other income

 

292

 

 

 

350

 

 

 

1,040

 

 

 

1,042

 

Total revenues

 

64,123

 

 

 

52,863

 

 

 

178,254

 

 

 

152,017

 

Expenses

 

 

 

 

 

 

 

 

 

 

Commission expense

 

34,639

 

 

 

30,766

 

 

 

100,604

 

 

 

89,171

 

Salaries and employee benefits

 

9,929

 

 

 

8,331

 

 

 

27,618

 

 

 

21,401

 

Other administrative expenses(3)

 

5,194

 

 

 

4,813

 

 

 

15,318

 

 

 

11,687

 

Depreciation and amortization

 

5,327

 

 

 

2,985

 

 

 

12,587

 

 

 

8,966

 

Total operating expenses

 

55,089

 

 

 

46,895

 

 

 

156,127

 

 

 

131,225

 

Operating income

 

9,034

 

 

 

5,968

 

 

 

22,127

 

 

 

20,792

 

Interest expense

 

70

 

 

 

411

 

 

 

221

 

 

 

2,125

 

Interest income

 

1,574

 

 

 

1,777

 

 

 

5,188

 

 

 

2,202

 

Other non-operating income (expense), net

 

59

 

 

 

(4

)

 

 

632

 

 

 

8

 

Income before tax

 

10,597

 

 

 

7,330

 

 

 

27,726

 

 

 

20,877

 

Income tax expense

 

977

 

 

 

437

 

 

 

2,253

 

 

 

437

 

Net income

 

9,620

 

 

 

6,893

 

 

 

25,473

 

 

 

20,440

 

Less: net income attributable to noncontrolling interests

 

7,898

 

 

 

5,739

 

 

 

20,456

 

 

 

19,286

 

Net income attributable to TWFG, Inc.

$

1,722

 

 

$

1,154

 

 

$

5,017

 

 

$

1,154

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

15,005,426

 

 

 

14,722,685

 

 

 

14,933,242

 

 

 

14,722,685

 

Diluted

 

15,100,655

 

 

 

14,890,382

 

 

 

15,088,031

 

 

 

14,890,382

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

Basic

$

0.11

 

 

$

0.08

 

 

$

0.34

 

 

$

0.08

 

Diluted

$

0.11

 

 

$

0.08

 

 

$

0.34

 

 

$

0.08

 

 

 

 

 

 

 

 

 

 

 

 

(1) Commission income - related party of $3,939 and $3,026 for the three months ended and $9,858 and $6,047 for the nine months ended September 30, 2025 and 2024, respectively
(2) Fee income - related party of $869 and $884 for the three months ended and $2,596 and $1,799 for the nine months ended September 30, 2025 and 2024, respectively
(3) Other administrative expenses - related party of $785 and $339 for the three months ended and $2,333 and $1,122 for the nine months ended September 30, 2025 and 2024, respectively


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

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2025

 

2024

 

2025

 

2024

Insurance Services

 

 

 

 

 

 

 

 

 

 

 

Agency-in-a-Box

$

37,583

 

 

$

33,826

 

 

$

112,895

 

 

$

99,976

 

Corporate Branches

 

12,188

 

 

 

9,248

 

 

 

31,804

 

 

 

25,875

 

Total Insurance Services

 

49,771

 

 

 

43,074

 

 

 

144,699

 

 

 

125,851

 

TWFG MGA

 

13,944

 

 

 

9,432

 

 

 

32,372

 

 

 

25,057

 

Other

 

408

 

 

 

357

 

 

 

1,183

 

 

 

1,109

 

Total revenues

$

64,123

 

 

$

52,863

 

 

$

178,254

 

 

$

152,017

 

 

 

 

 

 

 

 

 

 

 

 

 


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

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2025

 

2024

 

2025

 

2024

Insurance Services

 

 

 

 

 

 

 

 

 

 

 

Agency-in-a-Box

$

34,703

 

 

$

31,542

 

 

$

104,337

 

 

$

93,702

 

Corporate Branches

 

12,018

 

 

 

9,301

 

 

 

31,526

 

 

 

25,962

 

Total Insurance Services

 

46,721

 

 

 

40,843

 

 

 

135,863

 

 

 

119,664

 

TWFG MGA

 

11,549

 

 

 

7,397

 

 

 

25,754

 

 

 

19,783

 

Total commission income

$

58,270

 

 

$

48,240

 

 

$

161,617

 

 

$

139,447

 

 

 

 

 

 

 

 

 

 

 

 

 


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,

 

2025

 

2024

 

2025

 

2024

Policy fees

$

1,175

 

 

$

1,064

 

 

$

3,309

 

 

$

2,510

 

Branch fees

 

1,289

 

 

 

1,172

 

 

 

3,961

 

 

 

3,523

 

License fees

 

886

 

 

 

495

 

 

 

2,053

 

 

 

1,454

 

TPA fees

 

116

 

 

 

159

 

 

 

483

 

 

 

324

 

Total fee income

$

3,466

 

 

$

2,890

 

 

$

9,806

 

 

$

7,811

 

 

 

 

 

 

 

 

 

 

 

 

 


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

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2025

 

2024

 

2025

 

2024

Insurance Services

 

 

 

 

 

 

 

 

 

 

 

Agency-in-a-Box

$

27,627

 

 

$

25,092

 

 

$

81,594

 

 

$

72,649

 

Corporate Branches

 

1,481

 

 

 

1,304

 

 

 

4,155

 

 

 

3,422

 

Total Insurance Services

 

29,108

 

 

 

26,396

 

 

 

85,749

 

 

 

76,071

 

TWFG MGA

 

5,504

 

 

 

4,346

 

 

 

14,774

 

 

 

13,039

 

Other

 

27

 

 

 

24

 

 

 

81

 

 

 

61

 

Total commission expense

$

34,639

 

 

$

30,766

 

 

$

100,604

 

 

$

89,171

 

 

 

 

 

 

 

 

 

 

 

 

 


Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands, except share/unit data)

 

September 30, 2025

 

December 31, 2024

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

$

150,985

 

 

$

195,772

 

Restricted cash

 

11,557

 

 

 

9,551

 

Commissions receivable, net

 

27,529

 

 

 

27,067

 

Accounts receivable

 

8,169

 

 

 

7,839

 

Other current assets, net

 

13,087

 

 

 

1,619

 

Total current assets

 

211,327

 

 

 

241,848

 

Non-current assets

 

 

 

 

 

Intangible assets, net

 

129,386

 

 

 

72,978

 

Property and equipment, net

 

3,209

 

 

 

3,499

 

Lease right-of-use assets, net

 

4,515

 

 

 

4,493

 

Other non-current assets

 

734

 

 

 

610

 

Total assets

$

349,171

 

 

$

323,428

 

Liabilities, Redeemable Noncontrolling Interest and Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Commissions payable

$

15,897

 

 

$

13,848

 

Carrier liabilities

 

14,074

 

 

 

12,392

 

Operating lease liabilities, current

 

1,393

 

 

 

1,013

 

Short-term bank debt

 

1,956

 

 

 

1,912

 

Deferred acquisition payable, current

 

2,508

 

 

 

601

 

Other current liabilities

 

9,309

 

 

 

9,851

 

Total current liabilities

 

45,137

 

 

 

39,617

 

Non-current liabilities

 

 

 

 

 

Operating lease liabilities, net of current portion

 

3,135

 

 

 

3,372

 

Long-term bank debt

 

2,534

 

 

 

4,007

 

Deferred acquisition payable, non-current

 

2,620

 

 

 

1,122

 

Other non-current liabilities

 

 

 

 

24

 

Total liabilities

 

53,426

 

 

 

48,142

 

Commitments and contingencies (Note 13)

 

 

 

 

 

Redeemable noncontrolling interest

 

11,427

 

 

 

 

Stockholders' Equity

 

 

 

 

 

Class A common stock ($0.01 par value per share - 300,000,000 authorized 15,005,426 and 14,811,874 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)

 

150

 

 

 

148

 

Class B common stock ($0.00001 par value per share - 100,000,000 authorized 7,277,651 shares issued and outstanding at September 30, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, respectively)

 

 

 

 

 

Additional paid-in capital

 

58,869

 

 

 

58,365

 

Retained earnings

 

20,305

 

 

 

15,288

 

Accumulated other comprehensive income

 

40

 

 

 

83

 

Total stockholders' equity attributable to TWFG, Inc.

 

79,364

 

 

 

73,884

 

Noncontrolling interests

 

204,954

 

 

 

201,402

 

Total stockholders' equity

 

284,318

 

 

 

275,286

 

Total liabilities, redeemable noncontrolling interest and equity

$

349,171

 

 

$

323,428

 

 

 

 

 

 

 


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):

Revised Calculation Methodology Applied to Current Period

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

2025

 

2024

 

2025

 

2024

Total revenues

$

64,123

 

 

$

52,863

 

 

$

178,254

 

 

$

152,017

 

Acquisition adjustments(1)

 

(5,286

)

 

 

(898

)

 

 

(7,419

)

 

 

(3,582

)

Contingent income

 

(2,095

)

 

 

(1,383

)

 

 

(5,791

)

 

 

(3,717

)

Fee income

 

(3,466

)

 

 

(2,890

)

 

 

(9,806

)

 

 

(7,811

)

Other income

 

(292

)

 

 

(350

)

 

 

(1,040

)

 

 

(1,042

)

Policy fee income

 

1,175

 

 

 

1,064

 

 

 

3,309

 

 

 

2,510

 

Organic Revenue

$

54,159

 

 

$

48,406

 

 

$

157,507

 

 

$

138,375

 

 

 

 

 

 

 

 

 

Prior year Organic Revenue reported

$

47,342

 

 

$

42,840

 

 

$

135,865

 

 

$

119,803

 

Commission income at 12-month post acquisition(s)

 

898

 

 

 

1,153

 

 

 

3,583

 

 

 

1,856

 

Prior year policy fees

 

1,064

 

 

 

580

 

 

 

2,510

 

 

 

1,656

 

Other adjustment(s)(3)

 

(136

)

 

 

 

 

 

(807

)

 

 

 

Organic Revenue denominator

$

49,168

 

 

$

44,573

 

 

$

141,151

 

 

$

123,315

 

 

 

 

 

 

 

 

 

Organic Revenue

$

54,159

 

 

$

48,406

 

 

$

157,507

 

 

$

138,375

 

Organic Revenue denominator

 

49,168

 

 

 

44,573

 

 

 

141,151

 

 

 

123,315

 

Organic Revenue Growth

$

4,991

 

 

$

3,833

 

 

$

16,356

 

 

$

15,060

 

 

 

 

 

 

 

 

 

Total Revenue Growth Rate(2)

 

21.3

%

 

 

11.5

%

 

 

17.3

%

 

 

14.7

%

Organic Revenue Growth Rate

 

10.2

%

 

 

8.6

%

 

 

11.6

%

 

 

12.2

%

 

 

 

 

 

 

 

 

(1) Represents revenues generated from the acquired businesses during the first 12 months following an acquisition.
(2) Represents the period-to-period change in total revenues divided by the total revenues in the prior period
(3) Other adjustments reflect immaterial prior-period and comparability items consistent with management’s non-GAAP presentation policy.

Legacy Calculation Methodology Applied to Current Period

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

2025

 

2024

 

2025

 

2024

Total revenues

$

64,123

 

 

$

52,863

 

 

$

178,254

 

 

$

152,017

 

Acquisition adjustments(1)

 

(5,286

)

 

 

(898

)

 

 

(7,419

)

 

 

(3,582

)

Contingent income

 

(2,095

)

 

 

(1,383

)

 

 

(5,791

)

 

 

(3,717

)

Fee income

 

(3,466

)

 

 

(2,890

)

 

 

(9,806

)

 

 

(7,811

)

Other income

 

(292

)

 

 

(350

)

 

 

(1,040

)

 

 

(1,042

)

Organic Revenue

$

52,984

 

 

$

47,342

 

 

$

154,198

 

 

$

135,865

 

 

 

 

 

 

 

 

 

Prior year Organic Revenue reported

$

47,342

 

 

$

42,840

 

 

$

135,865

 

 

$

119,803

 

Commission income at 12-month post acquisition(s)

 

898

 

 

 

1,153

 

 

 

3,583

 

 

 

1,856

 

Other adjustment(s)(3)

 

(136

)

 

 

 

 

 

(807

)

 

 

 

Organic Revenue denominator

$

48,104

 

 

$

43,993

 

 

$

138,641

 

 

$

121,659

 

 

 

 

 

 

 

 

 

Organic Revenue

$

52,984

 

 

$

47,342

 

 

$

154,198

 

 

$

135,865

 

Organic Revenue denominator

 

48,104

 

 

 

43,993

 

 

 

138,641

 

 

 

121,659

 

Organic Revenue Growth

$

4,880

 

 

$

3,349

 

 

$

15,557

 

 

$

14,206

 

 

 

 

 

 

 

 

 

Total Revenue Growth Rate(2)

 

21.3

%

 

 

11.5

%

 

 

17.3

%

 

 

14.7

%

Organic Revenue Growth Rate

 

10.1

%

 

 

7.6

%

 

 

11.2

%

 

 

11.7

%

 

 

 

 

 

 

 

 

(1) Represents revenues generated from the acquired businesses during the first 12 months following an acquisition.
(2) Represents the period-to-period change in total revenues divided by the total revenues in the prior period
(3) Other adjustments reflect immaterial prior-period and comparability items consistent with management’s non-GAAP presentation policy.

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):

Revised Calculation Methodology Applied to Current Period

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2025

 

2024

 

2025

 

2024

Total revenues

$

64,123

 

 

$

52,863

 

 

$

178,254

 

 

$

152,017

 

Net Income

$

9,620

 

 

$

6,893

 

 

$

25,473

 

 

$

20,440

 

Income tax expense

 

977

 

 

 

 

 

 

2,253

 

 

 

 

Acquisition-related expenses

 

3

 

 

 

 

 

 

55

 

 

 

 

Equity-based compensation

 

987

 

 

 

1,012

 

 

 

3,706

 

 

 

1,012

 

Other non-recurring items(1)

 

 

 

 

 

 

 

10

 

 

 

(1,477

)

Amortization expense

 

5,205

 

 

 

2,920

 

 

 

12,176

 

 

 

8,771

 

Adjusted income before income taxes

 

16,792

 

 

 

10,825

 

 

 

43,673

 

 

 

28,746

 

Adjusted income tax expense(2)

 

(3,833

)

 

 

(2,482

)

 

 

(9,968

)

 

 

(6,591

)

Adjusted Net Income

$

12,959

 

 

$

8,343

 

 

$

33,705

 

 

$

22,155

 

Net Income Margin

 

15.0

%

 

 

13.0

%

 

 

14.3

%

 

 

13.3

%

Adjusted Net Income Margin

 

20.2

%

 

 

15.8

%

 

 

18.9

%

 

 

14.6

%

 

 

 

 

 

 

 

 


Legacy Calculation Methodology Applied to Current Period

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2025

 

2024

 

2025

 

2024

Total revenues

$

64,123

 

 

$

52,863

 

 

$

178,254

 

 

$

152,017

 

Net income

$

9,620

 

 

$

6,893

 

 

$

25,473

 

 

$

20,440

 

Income tax expense

 

977

 

 

 

 

 

 

2,253

 

 

 

 

Acquisition-related expenses

 

3

 

 

 

 

 

 

55

 

 

 

 

Equity-based compensation

 

987

 

 

 

1,012

 

 

 

3,706

 

 

 

1,012

 

Other non-recurring items(1)

 

 

 

 

 

 

 

10

 

 

 

(1,477

)

Adjusted income before income taxes

 

11,587

 

 

 

7,905

 

 

 

31,497

 

 

 

19,975

 

Adjusted income tax expense(2)

 

(2,645

)

 

 

(1,813

)

 

 

(7,189

)

 

 

(4,580

)

Adjusted Net Income

$

8,942

 

 

$

6,092

 

 

$

24,308

 

 

$

15,395

 

Net Income Margin

 

15.0

%

 

 

12.6

%

 

 

14.3

%

 

 

13.3

%

Adjusted Net Income Margin

 

13.9

%

 

 

11.2

%

 

 

13.6

%

 

 

10.0

%

 

 

 

 

 

 

 

 

(1) Represents a one-time adjustment reducing commission expense, which resulted from the branch conversions. In January 2024, nine of our Branches converted to Corporate Branches. Upon conversion, agents of the newly converted Corporate Branches became employees and received salaries, employee benefits, and bonuses for services rendered instead of commissions. As a result, we released a portion of the unpaid commissions related to the converted branches that we no longer are required to settle.
(2) Post-IPO, we are subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to our allocable share of any net taxable income of TWFG Holding Company, LLC. For the three and nine months ended September 30, 2025, the calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a blended state income tax rate of 1.82% on 100% of our adjusted income before income taxes as if we owned 100% of the TWFG Holding Company, LLC.

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,

 

2025

 

2024

 

2025

 

2024

Total revenues

$

64,123

 

 

$

52,863

 

 

$

178,254

 

 

$

152,017

 

Net Income

$

9,620

 

 

$

6,893

 

 

$

25,473

 

 

$

20,440

 

Interest expense

 

70

 

 

 

411

 

 

 

221

 

 

 

2,125

 

Interest income

 

(1,574

)

 

 

(1,777

)

 

 

(5,188

)

 

 

(2,202

)

Depreciation and amortization

 

5,327

 

 

 

2,985

 

 

 

12,587

 

 

 

8,966

 

Income tax expense

 

977

 

 

 

437

 

 

 

2,253

 

 

 

437

 

EBITDA

 

14,420

 

 

 

8,949

 

 

 

35,346

 

 

 

29,766

 

Acquisition-related expenses

 

3

 

 

 

 

 

 

55

 

 

 

 

Equity-based compensation

 

987

 

 

 

1,012

 

 

 

3,706

 

 

 

1,012

 

Interest income

 

1,574

 

 

 

1,777

 

 

 

5,188

 

 

 

2,202

 

Other non-recurring items(1)

 

 

 

 

 

 

 

10

 

 

 

(1,477

)

Adjusted EBITDA

$

16,984

 

 

$

11,738

 

 

$

44,305

 

 

$

31,503

 

Net Income Margin

 

15.0

%

 

 

13.0

%

 

 

14.3

%

 

 

13.4

%

Adjusted EBITDA Margin

 

26.5

%

 

 

22.2

%

 

 

24.9

%

 

 

20.7

%

 

 

 

 

 

 

 

 

(1) Represents a one-time adjustment reducing commission expense, which resulted from the branch conversions. In January 2024, nine of our Branches converted to Corporate Branches. Upon conversion, agents of the newly converted Corporate Branches became employees and received salaries, employee benefits, and bonuses for services rendered instead of commissions. As a result, we released a portion of the unpaid commissions related to the converted branches that we no longer are required to settle.

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,

 

2025

 

2024

 

2025

 

2024

Cash Flow from Operating Activities

$

14,953

 

 

$

11,725

 

 

$

40,213

 

 

$

28,879

 

Purchase of property and equipment

 

(69

)

 

 

(233

)

 

 

(128

)

 

 

(280

)

Tax distribution to members(1)

 

(2,586

)

 

 

 

 

 

(11,338

)

 

 

(6,104

)

Acquisition-related expenses

 

3

 

 

 

 

 

 

55

 

 

 

 

Adjusted Free Cash Flow

$

12,301

 

 

$

11,492

 

 

$

28,802

 

 

$

22,495

 

 

 

 

 

 

 

 

 

(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,

 

2025

 

2024

 

2025

 

2024

Earnings per share of common stock – diluted

$

0.11

 

 

$

0.08

 

 

$

0.34

 

 

$

0.08

 

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

 

0.06

 

 

 

0.04

 

 

 

0.12

 

 

 

0.29

 

Plus: Adjustments to Adjusted Net Income(2)

 

0.06

 

 

 

0.03

 

 

 

0.14

 

 

 

0.03

 

Adjusted Diluted Earnings Per Share

$

0.23

 

 

$

0.15

 

 

$

0.60

 

 

$

0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding – diluted

 

15,100,655

 

 

 

14,890,382

 

 

 

15,088,031

 

 

 

14,890,382

 

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

 

56,272,116

 

 

 

56,061,843

 

 

 

56,259,492

 

 

 

56,061,843

 

 

 

 

 

 

 

 

 

 

 

 

 

(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, 2025, this includes $7.9 million of Net Income on 56,272,116 weighted-average shares of common stock outstanding - diluted and $20.5 million of Net Income on 56,259,492 weighted-average shares of common stock outstanding - diluted, respectively. For the three and nine months ended September 30, 2024, 41,171,461 weighted average outstanding Class B Common Stock and Class C Common Stock were considered dilutive and included in the 56,061,843 and 56,061,843 weighted-average shares of common stock outstanding - diluted within diluted earnings per share calculation, respectively. Refer to Note 12 Earnings Per Share to our Condensed Consolidated Financial Statements included in the Quarterly Report for more information about the earnings per share.
(2) Adjustments to Adjusted 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 $9.6 million and Adjusted Net Income of $13.0 million and Net Income of $25.5 million and Adjusted Net Income of $33.7 million for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2025, Adjusted Diluted Earnings Per Share include adjustments of $3.3 million to Adjusted Net Income on 56,272,116 weighted-average shares of common stock outstanding - diluted and $8.2 million to Adjusted Net Income on 56,259,492 weighted-average shares of common stock outstanding - diluted for the period presented, respectively.

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,

 

2025

 

2024

 

2025

 

2024

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Amount

 

% of Total

Offerings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency-in-a-Box

$

296,524

 

 

63

%

 

$

261,560

 

 

65

%

 

$

839,845

 

 

65

%

 

$

736,699

 

 

66

%

Corporate Branches

 

98,634

 

 

21

 

 

 

77,636

 

 

20

 

 

 

262,284

 

 

20

 

 

 

213,689

 

 

19

 

Total Insurance Services

 

395,158

 

 

84

 

 

 

339,196

 

 

85

 

 

 

1,102,129

 

 

85

 

 

 

950,388

 

 

85

 

TWFG MGA

 

72,583

 

 

16

 

 

 

60,903

 

 

15

 

 

 

186,862

 

 

15

 

 

 

164,612

 

 

15

 

Total written premium

$

467,741

 

 

100

%

 

$

400,099

 

 

100

%

 

$

1,288,991

 

 

100

%

 

$

1,115,000

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Mix:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Renewal business

$

313,448

 

 

67

%

 

$

265,026

 

 

66

%

 

$

860,223

 

 

67

%

 

$

739,624

 

 

66

%

New business

 

81,710

 

 

17

 

 

 

74,170

 

 

19

 

 

 

241,906

 

 

19

 

 

 

210,764

 

 

19

 

Total Insurance Services

 

395,158

 

 

84

 

 

 

339,196

 

 

85

 

 

 

1,102,129

 

 

86

 

 

 

950,388

 

 

85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TWFG MGA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Renewal business

 

48,687

 

 

10

 

 

 

46,075

 

 

11

 

 

 

132,429

 

 

10

 

 

 

125,364

 

 

11

 

New business

 

23,896

 

 

6

 

 

 

14,828

 

 

4

 

 

 

54,433

 

 

4

 

 

 

39,248

 

 

4

 

Total TWFG MGA

 

72,583

 

 

16

 

 

 

60,903

 

 

15

 

 

 

186,862

 

 

14

 

 

 

164,612

 

 

15

 

Total written premium

$

467,741

 

 

100

%

 

$

400,099

 

 

100

%

 

$

1,288,991

 

 

100

%

 

$

1,115,000

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Written Premium Retention:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Services

 

 

 

92

%

 

 

 

 

89

%

 

 

 

 

91

%

 

 

 

 

93

%

TWFG MGA

 

 

 

80

 

 

 

 

 

83

 

 

 

 

 

80

 

 

 

 

 

83

 

Consolidated

 

 

 

91

 

 

 

 

 

88

 

 

 

 

 

89

 

 

 

 

 

91

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Line of Business:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal lines

$

386,741

 

 

83

%

 

$

327,159

 

 

82

%

 

$

1,050,439

 

 

81

%

 

$

904,372

 

 

81

%

Commercial lines

 

81,000

 

 

17

 

 

 

72,940

 

 

18

 

 

 

238,552

 

 

19

 

 

 

210,628

 

 

19

 

Total written premium

$

467,741

 

 

100

%

 

$

400,099

 

 

100

%

 

$

1,288,991

 

 

100

%

 

$

1,115,000

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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