| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TWFG | Class B LLC Units in TWFG Holding Company, LLC | 17 Jul 2024 | Class A Common Stock | 1.82M | By LLC | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439) (the "Form S-1")) as part of the Issuer's initial public offering ("IPO"), and immediately prior to the closing of the IPO (which is expected to occur on or about July 19, 2024), (i) the Class B LLC Units of TWFG Holding Company LLC ("TWFG Holding") held by GHC Woodlands Holdings, Inc. ("GHC") as of the date hereof will be reclassified as LLC Units of TWFG Holding, and (ii) GHC will hold 1,820,234 LLC Units of TWFG Holdings and will hold a corresponding number of non-economic voting shares of Class B Common Stock of the Issuer. |
| F2 | As further described in the Form S-1, from and after the closing of the IPO, GHC will have the right, subject to the terms of the LLC Agreement of TWFG Holding, to require TWFG Holding to redeem all or a portion of its LLC Units for, at the Issuer's election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the VWAP of one share of Class A Common Stock for each LLC Unit redeemed. |
| F3 | Griffin Highline Capital, LLC is the managing member of GHC. Mr. Michael Doak is the Chief Executive Officer, Co-Chairman and Manager of Griffin Highline Capital, LLC and has sole voting and dispositive power over the shares held by GHC. Mr. Doak disclaims beneficial ownership of any units or shares owned by GHC, except to the extent of his pecuniary interest therein. |
Exhibit 24.1 - Power of Attorney