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United States securities and exchange commission logo
February 17, 2024
Richard Bunch
Chief Executive Officer
TWFG, Inc.
1201 Lake Woodlands Drive, Suite 4020
The Woodlands, Texas 77380
Re:TWFG, Inc.
Draft Registration Statement submitted January 19, 2024
CIK No. 0002007596
Dear Richard Bunch:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement submitted January 19, 2024
Cover Page
1.We note the second and seventh measures on page iii include a statement explaining how
or why the measure is used. However, the third, fourth, fifth and sixth measures simply
state that the measures are appropriate because they "do not relate to underlying business
performance." Please revise to further differentiate among these measures and explain
how what is eliminated from each one does not relate to underlying business
performance.
Prospectus Summary, page 1
2.Please revise to clarify the nature of your particular business and revenue streams as
compared to other key participants, customers and end-customers in the broader insurance
market. For example, we note the reference to Total Written Premium on page 1. Please
make clear, if true, that you do not underwrite risk in exchange for premiums. Identify
your principal customers responsible for material revenues. For example, explain and

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 February 17, 2024 Page 2
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
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quantify the extent to which individuals seeking insurance pay you commissions as part of
their premiums paid to insurance carriers. It is unclear if insurance carriers and/or
individual agents or small businesses of insurance agents or brokers pay fees or
commissions to you that constitute a material portion of your revenues. Where you refer to
clients, please explain whether these are individuals paying premiums and/or commissions
to you or others, and clarify the extent to which clients used as a capitalized defined term
are different from clients used elsewhere, such as "our client base" and "client
satisfaction" on page 2. Please also avoid or clarify jargon and legalistic terms, for
example TWFG "partners" and "carrier partners" if these do not describe legal
partnerships.
3.Additionally, we note that throughout the prospectus you refer to your insurance agents.
Please clarify, if true, that none of the insurance agents operating in your branches are
employees of your company or your subsidiaries. Otherwise, please revise to quantify the
number of insurance agents you employ.
4.We note the statements (1) on page iv that TWFG MGA Agencies do not include TWFG
branding and (2) on page 41 that you collect premiums in "certain cases." We also note
that your website allows persons to find what appear to be small, TWFG agencies by
searching with a zip code. With a view to clarifying disclosure, advise us whether
"branding" is restricted to agencies that are presented as TWFG agencies on your website.
Are corporate agencies the only ones on your website, or do they also include "Agency-in-
a-Box" or other agencies? Do you collect premiums only through corporate agencies or
from other agency clients? In your revised disclosure, clarify if "platform" refers
exclusively to your website or to other channels or arrangements with your contractual
parties or end consumers.
5.We note the extensive definitions appearing between the Cover Page and the Summary.
Please move pages ii-iv to after the Summary. Additionally, where you first use MGA,
please describe your typical MGA independent agency and provide an explanation in
plain language understandable to the average investor how MGA is differentiated from
Agency-in-a-Box, corporate agencies and agencies that include TWFG branding.
6.We note your statement on pages 3 and 109 that you believe you are one of the largest
independent insurance agencies focused primarily on personal lines. Please disclose your
basis for this statement. Additionally, please clarify if you mean you are one of the largest
independent insurance agencies in a specific state, in all states where you operate, or
otherwise as applicable.
7.We note your disclosure regarding geographic diversity here and elsewhere in your
prospectus. We also note your risk factor on page 38 disclosing that a significant portion
of your business is concentrated in Texas, California, and Louisiana. Where you highlight
your geographic diversity, please balance your statement by disclosing your business
concentration in certain states, identifying such states. Additionally, where appropriate,
please discuss the ways in which this risk is managed.

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 Comapany NameTWFG, Inc.
 February 17, 2024 Page 3
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
Page 3
8.Please revise the text accompanying the map on page 5, the last risk factor on page 38 and
where appropriate to provide quantitative disclosure of the approximate percentages of
your business concentrated in Texas, California and Louisiana and any other states with
concentration.
9.Please revise page eight to explain what you mean by "insurance carriers delegate the
authority to bind a policy to us within negotiated limits and criteria." We also note the
reference on page eight to TWFG Agencies selling their Books of Business to you. Please
revise to clarify where purchased accounts are placed, for example with Corporate
Branches or elsewhere.
Our Business, page 3
10.We note disclosure that you operate through two primary offerings, identified as Insurance
Services and TWFG’s managing general agency (“TWFG MGA”). Please revise your
filing to separately disclose the revenues earned from the “Agency-in-a-Box” branches
and your Corporate Branches as well as the MGA offerings for each period presented.
11.We note your disclosure addressing how commissions and related expenses are handled
with “Agency-in-a-Box” branches; however, please revise your filing to also provide a
similar discussion which addresses the Corporate Branches and TWFG MGA. Also,
disclose the percentage of commission revenues recognized from each source during the
periods presented.
12.We note disclosure on page four that in January 2024 you acquired nine Branches and
converted them into Corporate Branches. Please revise to address when the prior five
Branches were acquired.  Additionally, please revise your filing to discuss your Corporate
Branch growth strategy, how you determine whether to purchase a Branch and convert it
into a Corporate Branch, disclose the costs incurred to acquire the Corporate Branches and
quantify the actual and expected financial statement impact of these acquisitions and
subsequent conversion on your operations and financial position of the company including
liquidity requirements.
Summary of Risk Factors, page 13
13.It appears your Summary of Risk Factors should address the condition that your total
consolidated debt is collateralized by substantially all of your assets including rights to
future commissions and that, as discussed in the last risk on page 44, the specified changes
in ownership could result in a change of control default under your Credit Agreements.
Please revise or advise us why you believe this disclosure is not material.
Summary of Historical and Pro Forma Financial and Other Data
Key Performance Indicators, page 27
14.Please revise to also disclose the total written premiums for both personal and commercial
insurance during the periods presented.

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 Comapany NameTWFG, Inc.
 February 17, 2024 Page 4
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
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Organic Revenue and Organic Revenue Growth, page 28
15.Please revise to specifically disclose each of the individual components considered in the
determination of “organic revenue” for the year ended December 31, 2021, which was
utilized in determining the “organic revenue growth” recognized for the year ended
December 31, 2022.
An overall decline in economic activity could have a material adverse effect on the financial
condition and results of operations, page 30
16.Please discuss here and where appropriate whether your business and results of operations
have been materially affected by the factors listed in this risk factor, such as the recent
resurgence of inflation and expected interest rate increases. For example, you state that
rising inflation and interest rates could shift demand for services, which could negatively
affect the amount of business you are able to obtain. Please clarify the extent to which the
recent significant increase in inflation and interest rates materially affected your results of
operations or margins.
We derive a significant portion of our insurance carrier capacity from a limited number of
insurance carriers., page 32
17.We note your disclosure that four insurance carriers accounted for 38.8% of your Total
Written Premium for the year ended December 31, 2022. Please tell us if any single
insurance carrier accounted for a substantial portion of your revenues. If so, please
disclose who these insurance carriers are or provide us with the analysis of why you
believe this information is not material to investors. As information for the year ended
December 31, 2023 is available, please make conforming disclosures.
We have debt outstanding that could adversely affect our financial flexibility and the ability to
borrow, page 44
18.Please revise to identify and quantify the key ratios and covenants you are subject to under
debt agreements, including the two coverage ratios identified on page 100. Additionally,
please disclose the current status of your debt under the Revolving Credit Agreement and
Credit Agreements.
We rely on the efficient, uninterrupted, and secure operation of complex information technology
systems and networks, page 54
19.We note that you first became aware that you might have experienced a cyberattack, and
subsequently confirmed through an investigation that you did experience a cyberattack, in
August 2023. Please revise where appropriate to disclose the nature of your board of
director's role in overseeing your cybersecurity risk management, the manner in which the
board administers this oversight function and any effect this has on the board’s leadership
structure.

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 Comapany NameTWFG, Inc.
 February 17, 2024 Page 5
 FirstName LastNameRichard Bunch
TWFG, Inc.
February 17, 2024
Page 5
Risks relating to ownership of our Class A common stock and this offering, page 63
20.Please revise to quantify the "significant percentage" of common stock Bunch Holdings
can hold while still being able to significantly influence your business. Clarify the
circumstances when transfers of Class C common stock retain and lose the high-vote
provision.
Use of Proceeds, page 78
21.We note that you intend to use the net proceeds for, among other uses, potential strategic
acquisitions of, or investments in, other business or technologies. Please disclose the
identity of such business, if known, or, if not known, the nature of the business to be
sought, the status of any negotiations with respect to the acquisition, and a brief
description of such business.
Management's Discussion and Analysis, page 92
22.We note blanks throughout this section and the explanatory note preceding the Cover Page
about omitted information. We may have comments regarding information to be provided.
In this regard, we note you identify some macroeconomic trends on page 94 and
identify "soft" and "hard" markets on page 32 when discussing how you may be impacted
by cyclicality in the insurance market. Your revised overview disclosure on page 94 and
the period-to-period analysis disclosures beginning on page 96 should clarify the
historical, current and expected markets and their actual and reasonably likely material
impacts on your financial condition and results of operations.
Overview, page 92
23.We note disclosure on page 94 of your two asset acquisitions and five asset acquisitions
completed in 2022 and 2023, respectively. We also note that through these asset
acquisitions, you have acquired agencies, books of business, MGAs insurance networks
and renewal rights across a range of specialties and geographies. Please revise to disclose
how you accounted for each of these acquisitions clearly addressing how each of the
individual components of the asset acquisitions were valued, and the impact these
acquisitions have had on your operating results and financial position for each of the
periods presented.
24.Please revise to provide a discussion which identifies the number of “Agency-in-a-Box”
branches, Corporate Branches, and MGA Agencies for each period presented along with a
discussion of how the year-over-year changes have impacted your operating results and
financial position of the Company.
Commission Income, page 95
25.Please revise here or elsewhere as appropriate to describe the commission structure you
typically maintain with insurance carriers.

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 Comapany NameTWFG, Inc.
 February 17, 2024 Page 6
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TWFG, Inc.
February 17, 2024
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Consolidated Results of Operations, page 96
26.Please revise to disclose and discuss the commission income recognized from “Agency-
in-a Box” branches, Corporate Branches and TWFG MGA during each the periods
presented.
27.Please revise to disclose and discuss each of the different types of fee income, specialty
policy fees, branch fees, license fees and third-party administrator fees recognized in each
of the periods presented.
28.Please revise to separately disclose and discuss the commission fees paid to “Agency-in-a-
Box” branches, Corporate Branches and MGA Agencies during the periods presented.
Key Performance Indicators, page 97
29.We note you identify total written premium as your only key performance indicator and
believe it is a useful metric because it is the underlying driver of the majority of your
revenue. Please revise the relevant sections of your filing to disaggregate total written
premiums (for both personal and commercial insurance) by those obtained from your
“Agency-in-a-Box,” Corporate Branches, and from TWFG MGA along with the reason(s)
for the period-over-period changes to total written premium for each period presented.
Business, page 107
30.We note the statement on pages three and 107 that you believe you are one of the largest
independent insurance agencies focused primarily on personal lines. Please revise to
clarify the basis for this statement, for example, whether it is based on the amount
of revenues, the number of agents or otherwise.
Business
Company Review, page 107
31.Please revise to provide a discussion of the premium financing business which is operated
through the IPFS Corporation, ensuring that it also addresses the impact on the operating
results and financial position of the Company for the periods presented.
Competition, page 124
32.We note the statement on pages one, 92 and 107 that you are "pioneers" and a leading
independent distribution platform with advantages over traditional distribution models.
Please revise page 124 to address competition among other independent distributions
platforms and revise Summary, Management's Discussion and Analysis and Business to
explain for the average investor h