D. Boral ARC Acquisition I Corp. Announces Closing of $250,000,000 Initial Public Offering
The Company has granted the underwriters a 45-day option to purchase up to 3,750,000 additional units at the initial public offering price to cover over-allotments, if any, which, if exercised in full, would bring the total gross proceeds of the offering to $287,500,000.
The Company intends to use the net proceeds from the offering and the simultaneous private placement of units to pursue and consummate a business combination with one or more businesses.
D. Boral Capital LLC acted as sole book-running manager for the offering.
Loeb & Loeb LLP acted as legal counsel to the Company and Paul Hastings LLP acted as legal counsel to D. Boral Capital LLC.
The offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from D. Boral Capital LLC: Attn: 590 Madison Avenue 39th Floor, New York, NY 10022, or by email at [email protected], or by telephone at (212) 970-5150, or from the U.S. Securities and Exchange Commission's (the 'SEC') website at www.sec.gov.
A registration statement on Form S-1 relating to these securities was declared effective by the SEC on July 30, 2025. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About D. Boral ARC Acquisition I Corp.
The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to identify and acquire a business where the Company believes its management teams' and affiliates' expertise will provide a competitive advantage, including the technology, healthcare, and logistics industries.
Forward-Looking Statements
This press release contains statements that constitute 'forward-looking statements,' including with respect to the underwriters' exercise of the over-allotment option, the anticipated use of the net proceeds from the IPO and the search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it is targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and prospectus for the IPO filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
John Darwin, Chief Financial Officer
Email: [email protected]
SOURCE: D. Boral Capital
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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 IndicatorsOrganic 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. 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. 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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 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 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 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 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 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 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. ContactsInvestor Contact:Gene Padgett, CAO for TWFGEmail: PR Contact:Alex Bunch, CMO for TWFGEmail: alex@ Consolidated Statements of Income (Unaudited)(Amounts in thousands, except share and per share data) Three Months EndedJune 30, Six Months EndedJune 30, 2025 2024 2025 2024 Revenues Commission income(1) $ 54,562 $ 48,662 $ 103,347 $ 91,207 Contingent income 2,033 1,258 3,696 2,334 Fee income(2) 3,329 2,689 6,340 4,921 Other income 384 402 748 693 Total revenues 60,308 53,011 114,131 99,155 Expenses Commission expense 34,151 31,962 65,965 58,405 Salaries and employee benefits 9,493 6,816 17,689 13,070 Other administrative expenses(3) 5,400 3,744 10,124 6,874 Depreciation and amortization 3,901 2,968 7,260 5,981 Total operating expenses 52,945 45,490 101,038 84,330 Operating income 7,363 7,521 13,093 14,825 Interest expense 68 872 151 1,714 Interest income 1,751 255 3,614 424 Other non-operating income, net 574 14 573 12 Income before tax 9,620 6,918 17,129 13,547 Income tax expense 620 — 1,276 — Net income 9,000 6,918 15,853 13,547 Less: net income attributable to noncontrolling interests 7,043 6,918 12,558 13,547 Net income attributable to TWFG, Inc. $ 1,957 $ — $ 3,295 $ — Weighted average shares of common stock outstanding: Basic 14,904,083 14,896,951 Diluted 56,278,869 15,083,695 Earnings per share: Basic $ 0.13 $ 0.22 Diluted $ 0.13 $ 0.22 (1) Commission income - related party of $2,784 and $1,912 for the three months ended and $5,918 and $3,021 for the six months ended June 30, 2025 and 2024, respectively(2) Fee income - related party of $893 and $561 for the three months ended and $1,727 and $915 for the six months ended June 30, 2025 and 2024, respectively(3) Other administrative expenses - related party of $779 and $382 for the three months ended and $1,549 and $783 for the six months ended June 30, 2025 and 2024, respectivelyThe following table presents the disaggregation of our revenues by offerings (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Insurance Services Agency-in-a-Box $ 39,316 $ 34,422 $ 75,312 $ 66,151 Corporate Branches 11,393 9,351 19,615 16,627 Total Insurance Services 50,709 43,773 94,927 82,778 TWFG MGA 9,233 8,830 18,428 15,625 Other 366 408 776 752 Total revenues $ 60,308 $ 53,011 $ 114,131 $ 99,155 The following table presents the disaggregation of our commission income by offerings (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Insurance Services Agency-in-a-Box $ 36,275 $ 32,259 $ 69,634 $ 62,159 Corporate Branches 11,294 9,412 19,508 16,662 Total Insurance Services 47,569 41,671 89,142 78,821 TWFG MGA 6,993 6,991 14,205 12,386 Total commission income $ 54,562 $ 48,662 $ 103,347 $ 91,207 The following table presents the disaggregation of our fee income by major sources (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Policy fees $ 1,082 $ 933 $ 2,134 $ 1,446 Branch fees 1,416 1,220 2,671 2,351 License fees 559 444 1,167 959 TPA fees 272 92 368 165 Total fee income $ 3,329 $ 2,689 $ 6,340 $ 4,921 The following table presents the disaggregation of our commission expense by offerings (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Insurance Services Agency-in-a-Box $ 28,013 $ 25,529 $ 53,967 47,557 Corporate Branches 1,568 1,256 2,674 2,118 Total Insurance Services 29,581 26,785 56,641 49,675 TWFG MGA 4,544 5,158 9,270 8,693 Other 26 19 54 37 Total commission expense $ 34,151 $ 31,962 $ 65,965 $ 58,405 Condensed Consolidated Balance Sheets (Unaudited)(Amounts in thousands, except share/unit data) June 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 159,827 $ 195,772 Restricted cash 11,174 9,551 Commissions receivable, net 25,234 27,067 Accounts receivable 9,353 7,839 Other current assets, net 2,937 1,619 Total current assets 208,525 241,848 Non-current assets Intangible assets, net 125,901 72,978 Property and equipment, net 3,263 3,499 Lease right-of-use assets, net 4,381 4,493 Other non-current assets 779 610 Total assets $ 342,849 $ 323,428 Liabilities, Redeemable Noncontrolling Interest and Equity Current liabilities Commissions payable $ 16,223 $ 13,848 Carrier liabilities 15,225 12,392 Operating lease liabilities, current 1,355 1,013 Short-term bank debt 1,942 1,912 Deferred acquisition payable, current 1,954 601 Other current liabilities 8,695 9,851 Total current liabilities 45,394 39,617 Non-current liabilities Operating lease liabilities, net of current portion 3,008 3,372 Long-term bank debt 3,028 4,007 Deferred acquisition payable, non-current 2,448 1,122 Other non-current liabilities — 24 Total liabilities 53,878 48,142 Commitments and contingencies (Note 13) Redeemable noncontrolling interests 9,761 — Stockholders' Equity Class A common stock ($0.01 par value per share - 300,000,000 authorized, 14,904,083 and 14,811,874 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively ) 149 148 Class B common stock ($0.00001 par value per share - 100,000,000 authorized, 7,277,651 shares issued and outstanding at June 30, 2025 and December 31, 2024) — — Class C common stock ($0.00001 par value per share - 100,000,000 authorized, 33,893,810 shares issued and outstanding at June 30, 2025 and December 31, 2024) — — Additional paid-in capital 59,889 58,365 Retained earnings 18,583 15,288 Accumulated other comprehensive income 52 83 Total stockholders' equity attributable to TWFG, Inc. 78,673 73,884 Noncontrolling interests 200,537 201,402 Total stockholders' equity 279,210 275,286 Total liabilities, redeemable noncontrolling interest and equity $ 342,849 $ 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, is as follows (in thousands): Three Months EndedJune 30, Six Months EndedJune 30, 2025 2024 2025 2024 Total revenues $ 60,308 $ 53,011 $ 114,131 $ 99,155 Acquisition adjustments(1) (1,524 ) (1,217 ) (2,133 ) (2,684 ) Contingent income (2,033 ) (1,258 ) (3,696 ) (2,334 ) Fee income (3,329 ) (2,689 ) (6,340 ) (4,921 ) Policy fee income 1,082 933 2,134 1,446 Other income (384 ) (402 ) (748 ) (693 ) Organic Revenue $ 54,120 $ 48,378 $ 103,348 $ 89,969 Organic Revenue Growth(2) $ 5,196 $ 6,159 $ 11,366 $ 10,756 Total Revenue Growth Rate(3) 13.8 % 17.2 % 15.1 % 16.5 % Organic Revenue Growth Rate(2) 10.6 % 14.6 % 12.4 % 13.6 % (1) Represents revenues generated from the acquired businesses during the first 12 months following an acquisition.(2) Revised Organic Revenue for the three months ended June 30, 2024 and 2023, and for the six months ended June 30, 2024 and 2023 used to calculate Organic Revenue Growth for the three months ended June 30, 2025 and 2024, was $48.9 million, $42.2 million, $92.0 million, and $79.2 million respectively, which is adjusted to reflect revenues from acquired businesses with over $0.5 million in annualized revenue that reached the twelve-month owned mark during the three and six months ended June 30, 2025 and 2024, respectively. Organic Revenue Growth Rate represents the period-to-period change in Organic Revenue divided by the total adjusted Organic Revenue in the prior period.(3) Represents the period-to-period change in total revenues divided by the total revenues in the prior period. Three Months EndedJune 30, Six Months EndedJune 30, 2025 2024 2025 2024 Total revenues $ 60,308 $ 53,011 $ 114,131 $ 99,155 Acquisition adjustments(1) (1,524 ) (1,217 ) (2,133 ) (2,684 ) Contingent income (2,033 ) (1,258 ) (3,696 ) (2,334 ) Fee income (3,329 ) (2,689 ) (6,340 ) (4,921 ) Other income (384 ) (402 ) (748 ) (693 ) Organic Revenue $ 53,038 $ 47,445 $ 101,214 $ 88,523 Organic Revenue Growth(2) $ 5,047 $ 5,747 $ 10,678 $ 10,386 Total Revenue Growth Rate(3) 13.8 % 17.2 % 15.1 % 16.5 % Organic Revenue Growth Rate(2) 10.5 % 13.8 % 11.8 % 13.3 % (1) Represents revenues generated from the acquired businesses during the first 12 months following an acquisition.(2) Revised Organic Revenue for the three months ended June 30, 2024 and 2023, and for the six months ended June 30, 2024 and 2023 used to calculate Organic Revenue Growth for the three months ended June 30, 2025 and 2024, was $48.0 million, $41.7 million, $90.5 million, and $78.1 million respectively, which is adjusted to reflect revenues from acquired businesses with over $0.5 million in annualized revenue that reached the twelve-month owned mark during the three and six months ended June 30, 2025 and 2024, respectively. Organic Revenue Growth Rate represents the period-to-period change in Organic Revenue divided by the total adjusted Organic Revenue in the prior period.(3) Represents the period-to-period change in total revenues divided by the total revenues in the prior period.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): Three Months EndedJune 30, Six Months EndedJune 30, 2025 2024 2025 2024 Total revenues $ 60,308 $ 53,011 $ 114,131 $ 99,155 Net income $ 9,000 $ 6,918 $ 15,853 $ 13,547 Income tax expense 620 — 1,276 — Acquisition-related expenses 19 — 52 — Equity-based compensation 1,515 — 2,719 — Other non-recurring items(1) 10 — 10 (1,477 ) Amortization expense 3,762 2,904 6,971 5,851 Adjusted income before income taxes 14,926 9,822 26,881 17,921 Adjusted income tax expense(2) (3,407 ) — (6,135 ) — Adjusted Net Income $ 11,519 $ 9,822 $ 20,746 $ 17,921 Net Income Margin 14.9 % 13.1 % 13.9 % 13.7 % Adjusted Net Income Margin 19.1 % 18.5 % 18.2 % 18.1 % Three Months EndedJune 30, Six Months EndedJune 30, 2025 2024 2025 2024 Total revenues $ 60,308 $ 53,011 $ 114,131 $ 99,155 Net income $ 9,000 $ 6,918 $ 15,853 $ 13,547 Income tax expense 620 — 1,276 — Acquisition-related expenses 19 — 52 — — Equity-based compensation 1,515 — 2,719 — — Other non-recurring items(1) 10 — 10 — (1,477 ) Adjusted income before income taxes 11,164 6,918 19,910 12,070 Adjusted income tax expense(2) (2,548 ) — (4,544 ) — Adjusted Net Income $ 8,616 $ 6,918 $ 15,366 $ 12,070 Net Income Margin 14.9 % 13.1 % 13.9 % 13.7 % Adjusted Net Income Margin 14.3 % 13.1 % 13.5 % 12.2 % (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 six months ended June 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 EndedJune 30, Six Months EndedJune 30, 2025 2024 2025 2024 Total revenues $ 60,308 $ 53,011 $ 114,131 $ 99,155 Net income $ 9,000 $ 6,918 $ 15,853 $ 13,547 Interest expense 68 872 151 1,714 Interest income (1,751 ) (255 ) (3,614 ) (424 ) Depreciation and amortization 3,901 2,968 7,260 5,981 Income tax expense 620 — 1,276 — EBITDA 11,838 10,503 20,926 20,818 Acquisition-related expenses 19 — 52 — Equity-based compensation 1,515 — 2,719 — Interest income 1,751 255 3,614 424 Other non-recurring items(1) 10 — 10 (1,477 ) Adjusted EBITDA $ 15,133 $ 10,758 $ 27,321 $ 19,765 Net Income Margin 14.9 % 13.1 % 13.9 % 13.7 % Adjusted EBITDA Margin 25.1 % 20.3 % 23.9 % 19.9 % (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 EndedJune 30, Six Months EndedJune 30, 2025 2024 2025 2024 Cash Flow from Operating Activities $ 9,615 $ 7,400 $ 25,260 $ 17,154 Purchase of property and equipment (44 ) (39 ) (59 ) (47 ) Tax distribution to members(1) (6,728 ) (3,685 ) (8,752 ) (6,104 ) Acquisition-related expenses 19 — 52 — Adjusted Free Cash Flow $ 2,862 $ 3,676 $ 16,501 $ 11,003 (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, is as follows: Three Months EndedJune 30, Six Months EndedJune 30, 2025 2025 Earnings per share of common stock – diluted $ 0.13 $ 0.22 Plus: Impact of all LLC Units exchanged for Class A Common Stock(1) 0.03 0.06 Plus: Adjustments to Adjusted net income(2) 0.04 0.09 Adjusted Diluted Earnings Per Share $ 0.20 $ 0.37 Weighted average common stock outstanding – diluted 56,278,869 15,083,695 Plus: Impact of all LLC Units exchanged for Class A Common Stock(1) — 41,171,461 Adjusted Diluted Earnings Per Share diluted share count 56,278,869 56,255,156 (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 six months ended June 30, 2025, this includes $7.0 million of net income on 56,278,869 weighted-average shares of common stock outstanding - diluted and $12.6 million of net income on 56,255,156 weighted-average shares of common stock outstanding - diluted, respectively. For the three and six months ended June 30, 2025, — weighted average outstanding Class B Common Stock and Class C Common Stock were considered dilutive and included in the 56,278,869 and 56,255,156 weighted-average shares of common stock outstanding - diluted within diluted earnings per share calculation, respectively.(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 $9.0 million and Adjusted Net Income of $11.5 million and Net Income of $15.9 million and Adjusted Net Income of $20.7 million for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2025, Adjusted Diluted Earnings Per Share include adjustments of $2.5 million to Adjusted Net Income on 56,278,869 weighted-average shares of common stock outstanding - diluted and $4.9 million to Adjusted Net Income on 56,255,156 weighted-average shares of common stock outstanding - diluted for the period presented, Performance Indicators The following presents the disaggregation of Total Written Premium by offerings, business mix and line of business (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Amount % of Total Amount % of Total Amount % of Total Amount % of Total Offerings: Insurance Services Agency-in-a-Box $ 293,846 65 % $ 256,203 65 % $ 543,321 66 % $ 475,139 66 % Corporate Branches 95,551 21 78,169 20 163,650 20 136,053 19 Total Insurance Services 389,397 86 334,372 85 706,971 86 611,192 85 TWFG MGA 60,891 14 59,263 15 114,280 14 103,709 15 Total written premium $ 450,288 100 % $ 393,635 100 % $ 821,251 100 % $ 714,901 100 % Business Mix: Insurance Services Renewal business $ 301,930 67 % $ 260,121 66 % $ 546,775 67 % $ 474,598 66 % New business 87,467 19 74,251 19 160,196 20 136,594 19 Total Insurance Services $ 389,397 86 $ 334,372 85 $ 706,971 87 $ 611,192 85 TWFG MGA Renewal business $ 47,366 11 $ 43,825 11 $ 83,741 10 $ 79,289 11 New business 13,525 3 15,438 4 30,539 3 24,420 4 Total TWFG MGA 60,891 14 59,263 15 114,280 13 103,709 15 Total written premium $ 450,288 100 % $ 393,635 100 % $ 821,251 100 % $ 714,901 100 % Written Premium Retention: Insurance Services 90 % 94 % 89 % 95 % TWFG MGA 80 85 81 84 Consolidated 89 93 88 93 Line of Business: Personal lines $ 365,409 81 % $ 322,349 82 % $ 663,699 81 % $ 577,213 81 % Commercial lines 84,879 19 71,286 18 157,552 19 137,688 19 Total written premium $ 450,288 100 % $ 393,635 100 % $ 821,251 100 % $ 714,901 100 % Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
