TWFG (TWFG) Proxy filing summary

Executive summary

• Achieved record 2025 financial results: total revenue up 22% to $248.5M, net income up 44% to $41.2M, and adjusted EBITDA up 47.4% to $66.8M, with significant margin expansion and strong cash flow generation.

• Organic revenue growth was 11.6%, driven by agent productivity, new business, and strategic acquisitions, with a focus on expanding the national footprint and technology-enabled distribution.

• Maintained a strong balance sheet with $155.9M in cash and full availability on a $50M credit facility, supporting ongoing investments and disciplined capital allocation.

• Strategic priorities for 2026 include double-digit organic growth, margin expansion, responsible capital allocation, and continued platform development.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors for a one-year term and to ratify Deloitte & Touche LLP as the independent auditor for 2026.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Voting can be done online, by phone, mail, or during the virtual annual meeting.

Board of directors and corporate governance

• Board consists of six members, four of whom are independent; average tenure is two years.

• Board leadership includes a combined CEO/Chairman and a Lead Independent Director.

• Board committees: Audit (chaired by Janet S. Wong) and Compensation (chaired by Robin A. Ferracone), both composed of independent directors.

• Annual board and committee self-assessments, stock ownership guidelines, and a Code of Ethics are in place.

• Controlled company status under Nasdaq rules allows certain governance exemptions.