06/09/2026 | Press release | Distributed by Public on 06/09/2026 15:38
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Units in TWFG Holding | (3) | 06/05/2026 | G(1)(2) | 529,568 | (3) | (3) | Class C Common Stock | 529,568 | $ 0 | 33,364,242 | I | By LLC | |||
| LLC Units in TWFG Holding | (3) | 06/05/2026 | G(1) | 264,784 | (3) | (3) | Class C Common Stock | 264,784 | $ 0 | 264,784 | D | ||||
| LLC Units in TWFG Holding | (3) | 06/05/2026 | G(2) | 264,784 | (3) | (3) | Class C Common Stock | 264,784 | $ 0 | 264,784 | I | By husband | |||
| LLC Units in TWFG Holding | (3) | 06/05/2026 | G(1) | 264,784 | (3) | (3) | Class C Common Stock | 264,784 | $ 0 | 0 | D | ||||
| LLC Units in TWFG Holding | (3) | 06/05/2026 | G(2) | 264,784 | (3) | (3) | Class C Common Stock | 264,784 | $ 0 | 0 | I | By husband | |||
| LLC Units in TWFG Holding | (3) | 06/05/2026 | G(1) | 264,784 | (3) | (3) | Class C Common Stock | 264,784 | $ 0 | 264,784 | I | By RFB Trust(1) | |||
| LLC Units in TWFG Holding | (3) | 06/05/2026 | G(2) | 264,784 | (3) | (3) | Class C Common Stock | 264,784 | $ 0 | 264,784 | I | By MCB Trust(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bunch Michelle Caroline C/O 10055 GROGANS MILL RD, SUITE 500 THE WOODLANDS, TX 77380 |
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| /s/ Julie E. Benes, as Attorney-in-Fact for Michelle C. Bunch | 06/09/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On June 5, 2026, Bunch Family Holdings LLC (the "LLC") transferred 264,784 common units of TWFG Holding Company, LLC ("TWFG Holding"), together with the corresponding shares of Class C Common Stock of TWFG, Inc., to Michelle C. Bunch. On the same date, Ms. Bunch transferred such common units and corresponding shares to RFB Spousal Lifetime Trust U/T/A 8/25/2025, Richard F. Bunch III, Trustee ("RFB Trust"). |
| (2) | On June 5, 2026, Bunch Family Holdings LLC transferred 264,784 common units of TWFG Holding, together with the corresponding shares of Class C Common Stock of TWFG, Inc., to Richard F. Bunch III. On the same date, Mr. Bunch transferred such common units and corresponding shares to MCB Spousal Lifetime Trust U/T/A 6/19/2025, Michelle C. Bunch, Trustee ("MCB Trust"). |
| (3) | Each LLC Unit of TWFG Holding held by the Reporting Person is exchangeable for shares of Class A Common Stock of TWFG, Inc. on a one-for-one basis, and, upon such exchange, an equivalent number of shares of Class C shares of TWFG, Inc. held by the Reporting Person will be cancelled. |