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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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TWFG, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Richard F. Bunch III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
34,276,133.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Michelle Caroline Bunch | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
288,451.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Bunch Family Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,706,604.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TWFG, Inc. | |
| (b) | Address of issuer's principal executive offices:
10055 Grogans Mill Road, Suite 500, The Woodlands, Texas, 77380 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by:
Richard F. Bunch III
Michelle Caroline Bunch
Bunch Family Holdings, LLC
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o TWFG, Inc., 10055 Grogans Mill Road, Suite 500, The Woodlands, TX 77380. | |
| (c) | Citizenship:
Richard F. Bunch is a citizen of the United States. Michelle Caroline Bunch is a citizen of the United States. Bunch Family Holdings, LLC is a Texas limited liability company. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of June 30, 2026:
Bunch Family Holdings, LLC directly holds 342,362 shares of Class A Common Stock and 33,364,242 shares of Class C Common Stock, which is exchangeable for Class A Common Stock on a one-for-one basis at the election of Bunch Family Holdings, LLC. Bunch Family Holdings, LLC is the sole beneficial owner of the 33,706,604 shares of Class A Common Stock.
Richard F. Bunch III directly holds 293,045 shares of Class A Common Stock and may be deemed to indirectly beneficially own 11,700 shares of Class A Common Stock held by his sons, the beneficial ownership of which have been expressly disclaimed. As the trustee of RFB Spousal Lifetime Trust U/T/A 8/25/2025, Mr. Bunch may be deemed to be the sole beneficial owner of the 264,784 shares of Class C Common Stock which is exchangeable for Class A Common Stock on a one-for-one basis at the election of RFB Spousal Lifetime Trust U/T/A 8/25/2025. As the managing member of Bunch Family Holdings, LLC, Mr. Bunch may be deemed the sole beneficial owner of the shares that it beneficially owns. Collectively, Mr. Bunch may be deemed to have sole beneficial ownership of 34,264,433 shares of Class A Common Stock and to have shared beneficial ownership of 11,700 shares of Class A Common Stock, for a total of 34,276,133 shares of Class A Common Stock.
Michelle Caroline Bunch directly holds 11,967 shares of Class A Common Stock and may be deemed to indirectly beneficially own 11,700 shares of Class A Common Stock held by her sons, the beneficial ownership of which have been expressly disclaimed. As the trustee of MCB Spousal Lifetime Trust U/T/A 6/19/2025, Ms. Bunch may be deemed to be the sole beneficial owner of the 264,784 shares of Class C Common Stock which is exchangeable for Class A Common Stock on a one-for-one basis at the election of MCB Spousal Lifetime Trust U/T/A 6/19/2025. Collectively, Ms. Bunch may be deemed to have sole beneficial ownership of 276,751 shares of Class A Common Stock and to have shared beneficial ownership of 11,700 shares of Class A Common Stock, for a total of 288,451 shares of Class A Common Stock.
If the Reporting Persons were deemed to be a "group," such group would be deemed to beneficially own 34,552,884 shares of Class A Common Stock. | |
| (b) | Percent of class:
As of June 30, 2026:
Based on 12,797,112 shares of Class A Common Stock of the Issuer outstanding as of June 30, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, plus shares that may be acquired by the Reporting Persons within 60 days,
Bunch Family Holdings, LLC is the beneficial owner of 73.0% of the Class A Common Stock;
Mr. Bunch may be deemed to beneficially own 73.8% of the Class A Common Stock;
Ms. Bunch may be deemed to beneficially own 2.2% of the Class A Common Stock; and
The group that may be deemed to be formed by the Reporting Persons may be deemed to beneficially own 74.0% of the Class A Common Stock. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
As of June 30, 2026:
Bunch Family Holdings, LLC had sole power to vote or direct the vote of 33,706,604 shares of Class A Common Stock;
Richard F. Bunch III had sole power to vote or direct the vote of 34,264,433 shares of Class A Common Stock;
Michelle Caroline Bunch had sole power to vote or direct the vote of 276,751 shares of Class A Common Stock; | ||
| (ii) Shared power to vote or to direct the vote:
As of June 30, 2026:
Bunch Family Holdings, LLC had shared power to vote or direct the vote of 0 shares of Class A Common Stock;
Richard F. Bunch III had shared power to vote or direct the vote of 11,700 shares of Class A Common Stock;
Michelle Caroline Bunch had shared power to vote or direct the vote of 11,700 shares of Class A Common Stock; | ||
| (iii) Sole power to dispose or to direct the disposition of:
As of June 30, 2026:
Bunch Family Holdings, LLC had sole power to dispose or to direct the disposition of 33,706,604 shares of Class A Common Stock;
Richard F. Bunch III had sole power to dispose or to direct the disposition of 34,264,433 shares of Class A Common Stock;
Michelle Caroline Bunch had sole power to dispose or to direct the disposition of 276,751 shares of Class A Common Stock; | ||
| (iv) Shared power to dispose or to direct the disposition of:
As of June 30, 2026:
Bunch Family Holdings, LLC had shared power to dispose or to direct the disposition of 0 shares of Class A Common Stock;
Richard F. Bunch III had shared power to dispose or to direct the disposition of 11,700 shares of Class A Common Stock;
Michelle Caroline Bunch had shared power to dispose or to direct the disposition of 11,700 shares of Class A Common Stock; | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities beneficially owned by Bunch Family Holdings, LLC are beneficially owned by Richard F. Bunch III. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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