Item 1.01. Entry into a Material Definitive Agreement.

On July 17, 2024, TWFG, Inc. (the "Company") priced the initial public offering ("IPO") of its Class A common stock, $0.01 par value per share (the "Class A Common Stock"), at an offering price of $17.00 per share (the "IPO Price"), pursuant to the Company's registration statement on Form S-1 (File No. 333-280439), as amended (the "Registration Statement"). On July 17, 2024, in connection with the pricing of the IPO, the Company and TWFG Holding Company, LLC entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed on Schedule 1 thereto (the "Underwriters"), pursuant to which the Company agreed to offer and sell 11,000,000 shares of its Class A Common Stock at the IPO Price. The Underwriters were granted a 30-day option to purchase up to an additional 1,650,000 shares of Class A Common Stock from the Company, which was exercised by the Underwriters in whole. The offering closed and the shares were delivered on July 19, 2024 (the "Closing Date").

The Company made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").

This description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is hereby incorporated by reference into this Item 1.01.

In connection with the consummation of the IPO, the Company entered into the following agreements, previously filed as exhibits to the Registration Statement:

•a Registration Rights Agreement, dated as of July 19, 2024, by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference;

•a Tax Receivable Agreement, dated as of July 19, 2024, by and among the Company, TWFG Holding Company, LLC ("TWFG Holdings") and each member of TWFG Holdings party thereto, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein;

•a Third Amended and Restated Limited Liability Agreement of TWFG Holdings, dated as of July 17, 2024, among TWFG Holdings, the Company and the other signatories party thereto, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein; and

•a Reorganization Agreement, dated as of July 17, 2024, by and among the Company, TWFG Holdings and the other signatories party thereto, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein.

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein.