Andersen Group Inc 10-Q for FY2026 Q2
Andersen Group Inc. (ANDG)
10-Q
2026-08-12
For: 2026-06-30
View Original
Added on
August 13, 2026
About this 10-Q
Andersen Group Inc filed this 10-Q on August 12, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $217.66M
- up 23.7% from $175.99M a year earlier
- Net loss
- $1.01M
- Diluted EPS
- -$0.09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 10-Q
___________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-43014
___________________________
___________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(415 ) 764-2700
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of August 5, 2026, there were 13,613,285 shares of the registrant’s Class A common stock, par value $0.0001 and 99,375,168 shares of the registrant’s Class B common stock, par value $0.0001, outstanding.
TABLE OF CONTENTS
1
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this Quarterly Report) includes forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” or the negative version of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:
•our future revenue and operating expenses;
•the demand for our services;
•our ability to acquire new clients and successfully retain existing clients;
•our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally, including but not limited to, privacy and data security laws and regulations;
•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;
•our plans to expand our business, whether through acquisitions of businesses, business combinations with businesses, introduction of new services or otherwise;
•our ability to maintain our culture;
•our ability to effectively integrate or manage our acquisitions and business combinations;
•competition in the markets in which we operate;
•our ability to protect against or mitigate the effects of cyberattacks or other breaches of our data;
•the effects of natural disasters, pandemics, man-made problems, and similar events on our business;
•general economic conditions in the United States and globally, including the effects of global geopolitical conflicts, inflation, tariffs, interest rates, any instability in the global banking sector, and foreign currency exchange rates;
•our ability to grow our business in light of macroeconomic uncertainty;
•the risks related to our Class A common stock and our dual-class common stock structure;
•our ability to remediate our material weaknesses in our internal control over financial reporting;
•our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, key metrics and our ability to achieve and maintain future profitability;
•our business model;
•our ability to effectively manage our growth and expand our operations;
•our market opportunity and anticipated trends in our business and industry;
•our ability to remain competitive as we continue to scale our business;
•our expectations regarding our ability to obtain, maintain, enforce, defend and enhance our intellectual property rights;
•the amount and timing of any payments under the Tax Receivable Agreement;
•increased expenses associated with being a public company; and
•other statements regarding our future operations, financial condition, prospects and business strategies.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
2
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. The forward-looking statements made in this Quarterly Report are given only as of the date on which the statements are made. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or to changes in our expectations, except as required by law.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into or review of all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed with the SEC as exhibits to this Quarterly Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
3
PART I
Item 1.Financial Statements
ANDERSEN GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2026 AND DECEMBER 31, 2025
(in thousands, except par value and share amounts)
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ |
|||||||||||
| Investments in held-to-maturity debt securities, current | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Loans and notes receivable from related parties, net of allowance for credit losses of $ |
|||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, redeemable noncontrolling interest and stockholders' equity (deficit) | |||||||||||
| Current liabilities: | |||||||||||
Accounts payable and other accrued expenses |
$ | $ | |||||||||
Accrued payroll and benefits |
|||||||||||
Deferred revenue |
|||||||||||
| Distributions payable to related parties | |||||||||||
Operating lease liabilities, current |
|||||||||||
Other current liabilities |
|||||||||||
Total current liabilities |
|||||||||||
Operating lease liabilities, noncurrent |
|||||||||||
Other liabilities |
|||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 15) |
|||||||||||
Redeemable noncontrolling interest (Note 10) |
|||||||||||
Stockholders' equity (deficit): |
|||||||||||
Preferred stock, par value $ |
|||||||||||
Class A common stock, par value $ |
|||||||||||
Class B common stock, par value $ |
|||||||||||
| Additional paid-in-capital | |||||||||||
4
| Accumulated deficit | ( |
( |
|||||||||
| Total stockholders' deficit attributable to Andersen Group Inc. | ( |
( |
|||||||||
Noncontrolling interest (Note 10) |
|||||||||||
| Total stockholders' equity (deficit) | ( |
||||||||||
| Total liabilities, redeemable noncontrolling interest and stockholders' equity (deficit) | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
ANDERSEN GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(in thousands, except share and per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Cost of services (excluding depreciation and amortization) |
|||||||||||||||||||||||
Sales, general and administrative |
|||||||||||||||||||||||
Depreciation and amortization |
|||||||||||||||||||||||
Total operating expenses |
|||||||||||||||||||||||
| Operating (loss) income | ( |
( |
( |
||||||||||||||||||||
Interest income |
|||||||||||||||||||||||
Interest expense |
( |
( |
( |
( |
|||||||||||||||||||
Other income, net |
|||||||||||||||||||||||
| (Loss) income before income tax (benefit) expense | ( |
( |
( |
||||||||||||||||||||
| Income tax (benefit) expense | ( |
( |
( |
||||||||||||||||||||
| Net (loss) income | $ | ( |
$ | ( |
$ | $ | ( |
||||||||||||||||
| Less: net (loss) income attributable to noncontrolling interest | $ | ( |
$ | ||||||||||||||||||||
| Net loss attributable to Andersen Group Inc. | $ | ( |
$ | ( |
|||||||||||||||||||
| Net loss per share of Class A common stock, basic | $ | ( |
$ | ( |
|||||||||||||||||||
| Net loss per share of Class A common stock, diluted | $ | ( |
$ | ( |
|||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding, basic | |||||||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding, diluted | |||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
6
ANDERSEN GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) / MEMBERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(in thousands, except share amounts)
| Class A Common Stock | Class B Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in-Capital | Accumulated Deficit | Total Stockholders' Deficit Attributable to Andersen Group Inc. | Noncontrolling Interest | Total Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( |
$ | ( |
$ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( |
( |
( |
( |
||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — | — | — | — | — | ( |
( |
||||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP units | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted Class A common stock in business combinations | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of Class X Umbrella Units and corresponding cancellation of Class B common stock | — | — | ( |
— | — | ( |
|||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of LTIP Units and corresponding cancellation of Class B common stock | — | — | ( |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( |
$ | ( |
$ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Members' Equity | Undistributed Earnings | Total Members' Equity | |||||||||||||||
| Balances as of March 31, 2025 | $ | $ | $ | ||||||||||||||
| Net loss | — | ( |
( |
||||||||||||||
| Distributions | — | ( |
( |
||||||||||||||
| Equity-based compensation | — | ||||||||||||||||
| Balances as of June 30, 2025 | $ | $ | $ | ||||||||||||||
7
| Class A Common Stock | Class B Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in-Capital | Accumulated Deficit | Total Stockholders' Deficit Attributable to Andersen Group Inc. | Noncontrolling Interest | Total Stockholders' Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( |
$ | ( |
$ | $ |
( |
|||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — |
— | — | ( |
( |
( |
( |
||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — |
— | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Accretion to redemption value | — | — | — |
— | ( |
( |
( |
— | ( |
||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of redeemable noncontrolling interest from temporary equity into permanent equity | — | — | — |
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions | — | — | — |
— | — | — | — | ( |
( |
||||||||||||||||||||||||||||||||||||||||||||
| Issuance of LTIP units | — | — | — | — | — | — | — | — |
|||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted Class A common stock in business combinations | — | — |
— | — | — | — | — | — |
|||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of Class X Umbrella Units and LTIP Units and corresponding cancellation of Class B common stock | — | — | ( |
— | — | ( |
|||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ |
$ | $ | $ | ( |
$ | ( |
$ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Members' Equity | Undistributed Earnings | Total Members' Equity | |||||||||||||||
| Balances as of December 31, 2024 | $ |
$ |
$ |
||||||||||||||
| Net loss | — |
( |
( |
||||||||||||||
| Distributions | — |
( |
( |
||||||||||||||
| Equity-based compensation | — |
||||||||||||||||
| Balances as of June 30, 2025 | $ |
$ |
$ |
||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
8
ANDERSEN GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(in thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
Net income (loss) |
$ | $ | ( |
||||||||
| Adjustments to reconcile net income (loss) with net cash provided by operating activities: | |||||||||||
| Gain on reversal of legal accrual | ( |
||||||||||
| Equity-based compensation | |||||||||||
Depreciation and amortization |
|||||||||||
Non-cash lease expense |
|||||||||||
Provision for credit losses on accounts receivable |
( |
||||||||||
Amortization of discount on held-to-maturity debt securities |
( |
( |
|||||||||
Deferred income tax |
( |
( |
|||||||||
Reserves on loans and notes receivable from related parties |
|||||||||||
| Gain on bargain purchase | ( |
||||||||||
Other, net |
|||||||||||
Changes in operating assets and liabilities: |
|||||||||||
Accounts receivable |
( |
( |
|||||||||
Prepaid expenses and other current assets |
( |
( |
|||||||||
| Other assets | ( |
||||||||||
Accounts payable and other accrued expenses |
|||||||||||
Accrued payroll and benefits |
( |
||||||||||
Deferred revenue |
|||||||||||
Other current liabilities |
( |
||||||||||
Operating lease liabilities |
( |
( |
|||||||||
Other liabilities |
( |
||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
Proceeds from maturity of held-to-maturity debt securities |
|||||||||||
Issuance of loans and notes receivable from related parties |
( |
( |
|||||||||
Proceeds from loans and notes receivable from related parties |
|||||||||||
Payments for purchases of property and equipment |
( |
( |
|||||||||
Payments for capitalized internal-use software costs |
( |
( |
|||||||||
| Cash acquired, net of cash paid for business combinations | |||||||||||
| Net cash (used in) provided by investing activities | ( |
||||||||||
| Cash flows from financing activities: | |||||||||||
Payments of deferred offering costs |
( |
( |
|||||||||
Principal payments under finance lease obligations |
( |
( |
|||||||||
| Principal payments on notes payable to related parties | ( |
||||||||||
Distributions paid |
( |
( |
|||||||||
| Deferred consideration payments for business combination | ( |
||||||||||
| Net cash used in financing activities | ( |
( |
|||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( |
||||||||||
| Net change in cash and cash equivalents | ( |
( |
|||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Non-cash investing and financing transactions | |||||||||||
| Property and equipment acquired through finance leases | |||||||||||
| Right-of-use assets obtained in exchange for lease liabilities (including remeasurements) | |||||||||||
9
| Purchases of property and equipment included in accounts payable and other accrued expenses | |||||||||||
| Reclassification of redeemable noncontrolling interest from temporary equity into permanent equity | |||||||||||
| Deferred consideration payments payable for business combinations | |||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
10
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Business Description
Andersen Group Inc. was formed on April 16, 2025 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of AT Umbrella LLC. Andersen Group Inc. is a holding company, and its sole material asset is its ownership of approximately 11.9 % of the Class X Umbrella Units in AT Umbrella LLC and its 100% wholly owned subsidiaries (collectively, the “Company”). The Company is an international professional services firm focused on providing a wide range of tax, valuation, financial advisory, and related consulting services (including certain services acting as a registered investment adviser). As of June 30, 2026, the Company has 28 offices in the United States, across 15 states and the District of Columbia. The Company also has operations internationally in Ireland, New Zealand, Uruguay, Nigeria, and India.
Prior to the Company completing its IPO and Up-C restructuring (the “Reorganization” or “Reorganization Transactions”), the Company historically conducted business through Andersen Tax Holdings LLC and its subsidiaries, including Andersen Tax LLC. Andersen Tax Holdings LLC was formed on December 31, 2007, to execute the acquisition of an existing business by MD Management LLC and MD Investment LLC (collectively, the “Management Holdcos”). On June 26, 2013, Andersen Tax LLC became a member firm in Andersen Global, a Swiss verein established under articles 60-79 of the Swiss Civil Code. Each member firm provides services in a defined geographic area and is subject to the laws and professional regulations of the particular country or countries in which it operates. The Articles of Association of Andersen Global provide for the autonomy of its member firms and specifically require each member firm to retain and remain solely responsible for its own legal obligations to third parties and its partners or managing directors and employees, arising before or after the formation of Andersen Global, including all debts and obligations.
Initial Public Offering
On December 18, 2025, the Company completed its IPO of 12,650,000 shares of Class A common stock at an offering price of $16.00 per share, including 1,650,000 shares of Class A common stock issued pursuant to the underwriters' over-allotment option. The Company received net proceeds of $188.2 million, net of underwriting discounts and commissions of $14.2 million, but before deducting offering costs of $9.9 million. The Company used the proceeds to purchase 12,650,000 newly-issued membership units of AT Umbrella LLC (“Class X Umbrella Units”) at a price per unit equal to the IPO price, net of underwriting discounts and commissions.
Summary of the Reorganization and Other Transactions Completed in Connection with the IPO
In connection with the IPO, a series of transactions comprised of a reorganization, offering and other financing transactions were completed. The following summarizes the Reorganization Transactions that were completed as of the date of IPO:
•Andersen Group Inc. amended and restated its certificate of incorporation, pursuant to which it is authorized to issue two series of common stock, Class A and Class B. Class A common stock has one vote per share and is entitled to economic rights. Class B common stock has ten votes per share and is not entitled to economic rights.
•The Management Holdcos merged into Andersen Aggregator LLC (“Aggregator”). Existing common units and profits interest units were converted to Class X Aggregator Units. A percentage of the new Class X Aggregator Units were subject to vesting conditions for active managing directors who perform services for Andersen Tax LLC.
•AT Umbrella LLC was formed. Andersen Aggregator LLC contributed 100 % of its equity interests in Andersen Tax Holdings LLC to AT Umbrella LLC in exchange for Class X Umbrella Units. Immediately after this contribution, AT Umbrella LLC became the managing member of Andersen Tax Holdings LLC.
•Andersen Group Inc. issued to Andersen Aggregator LLC 98,302,500 shares of Class B common stock in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received.
•The Management Holdcos issued to each of their members a promissory note in a principal amount equal to such member’s and its related transferee's aggregated capital account balance in respect of such Management Holdco as of December 16, 2025, with repayment over a seven-year period for each family of related notes with a principal
11
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
balance of at least $550,000 , either a - or seven-year period for each family of related notes with a principal balance of less than $550,000 and a period of between to seven years for notes issued to certain retiring and retired managing director members of the Management Holdcos (the “Member Notes”). Additionally, AT Umbrella LLC issued corresponding notes to Aggregator (the “Capital Account Notes”) with aggregate principal amounts of approximately $187.8 million, equal to the sum of the aggregate principal amounts of the Member Notes, to be paid over the same - to seven-year period, respectively. The Capital Account Notes accrue interest between 6.31 % to 7.50 %.
•In connection with the reorganization of the Management Holdcos, Aggregator issued Class H Aggregator Units entitling certain retiring and retired managing director members of the Management Holdcos subject to certain terms and conditions, to certain cash distributions paid over a period of up to seven years relating to payment of certain post-service obligations.
•AT Umbrella LLC issued to Aggregator a promissory note in a principal amount of approximately $162.3 million with repayment occurring over an eight-year period relating to payment of the above-mentioned post-service obligations to certain retiring and retired managing director members of the Management Holdcos (the “Holdover Note”). The Holdover Note accrues interest at 7.63 %.
•Andersen Group Inc. entered into a Tax Receivable Agreement (“TRA”) with Aggregator concurrent with the Reorganization Transactions, which requires the Company to pay to certain holders of Class X Umbrella Units who are or may become parties to the TRA (the “TRA Parties”) from time to time 85 % of the amount of tax benefits, if any, that are actually realized (or in some circumstances that are deemed to realize) as a result of (i) any increase in tax basis in the assets of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with the proceeds of the IPO or exchanges of Class X Umbrella Units for shares of Class A common stock or cash in the future; and (ii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments that the Company will make under the TRA.
Class X Umbrella Units held by pre-IPO common unitholders and profits interest units at AT Umbrella LLC (“LTIP Units”) are exchangeable for Class A common stock from Andersen Group Inc.
The Reorganization Transactions were accounted for as a transaction between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization have been adjusted to combine the previously separate entities for presentation purposes. As the managing member, Andersen Group Inc. operates and controls all of the business and affairs, and through AT Umbrella LLC and its subsidiaries, conducts the business of Andersen Tax LLC. Andersen Group Inc. consolidates AT Umbrella LLC and its subsidiaries in its consolidated financial statements and reports a noncontrolling interest related to the Class X Umbrella Units held by the pre-IPO common unitholders and the LTIP Units in the consolidated financial statements.
The following summarizes the other transactions completed in connection with the IPO:
•AT Umbrella LLC granted LTIP Units to Aggregator in connection with the earlier appointment of additional managing directors during 2025, and Aggregator issued corresponding Aggregator LTIP Units to such managing directors. Andersen Group Inc. issued to Aggregator shares of Class B common stock equal in number to the maximum number of Class X Umbrella Units issuable upon exchange of such LTIP Units issued to Aggregator in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received. LTIP Units in AT Umbrella are economically similar to stock options. Each LTIP Unit has a per unit hurdle price, which is economically similar to the exercise price of a stock option.
•Andersen Group Inc. granted 5,440,720 restricted stock units (RSUs) under the 2025 Equity Incentive Plan concurrent with the IPO.
12
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Summary of Significant Accounting Policies
Significant Accounting Policies
Except as otherwise noted, there have been no material changes in the Company’s significant accounting policies as of and for the three and six months ended June 30, 2026, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on March 27, 2026.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. The Company’s business experiences seasonal fluctuations in revenue and net income, with a more significant portion of revenue typically realized in the first and third quarters of each year predominantly due to timing of major tax filing deadlines. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2026.
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include but are not limited to the assessment of the recoverability of goodwill and intangible assets, valuation and expected lives of tangible and intangible assets, allowance for credit losses, certain accrued liabilities, and valuation of net assets acquired in business combinations. Changes in circumstances could cause actual results to differ materially from these estimates. The Company has consistently applied the accounting policies for the periods presented as described in the consolidated financial statements contained in the annual report for the year ended December 31, 2025.
The unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Andersen Group Inc. had no operations. All significant intercompany transactions and balances have been eliminated during consolidation.
Principles of Consolidation and Noncontrolling Interest
The accompanying unaudited condensed consolidated financial statements include the accounts of AT Umbrella LLC and its 100 % wholly owned subsidiaries. AT Umbrella LLC is a Variable Interest Entity (“VIE”), as defined in ASC Topic 810 (“ASC 810”), Consolidation. ASC 810 requires the consolidation of VIEs in which the entity is defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. The Company has assessed its variable interests in this entity and determined that the Company is the primary beneficiary of AT Umbrella LLC and its subsidiaries. In completing the assessment, the Company identified the activities that it considers most significant to the
13
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
economic performance of this entity and determined that the Company has the power to direct those activities. As a result, AT Umbrella LLC and its subsidiaries’ financial position and results of operations are consolidated in the Company’s unaudited condensed consolidated balance sheet and unaudited condensed consolidated statement of operations.
All significant intercompany balances and transactions have been eliminated in consolidation. The assets and liabilities of AT Umbrella LLC represent substantially all of the consolidated assets and liabilities of Andersen Group, Inc. Andersen Group, Inc., has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by AT Umbrella LLC and its subsidiaries.
A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Redeemable noncontrolling interest was classified as temporary equity at December 31, 2025 because the Class X Umbrella Units contained certain redemption features that were not solely within the control of the Company. On March 24, 2026, an amendment to the AT Umbrella LLC Limited Liability Company Agreement was executed. The amendment modified the redemption provisions of Class X Umbrella Units held by Aggregator, which allow for the Company to elect for settlement in cash instead of settlement in the Company's Class A common stock. Under the revised terms, the Company may elect to redeem Class X Umbrella Units held by Aggregator for cash only if the cash proceeds are sourced from a qualifying offering of its Class A common stock. As a result of these changes, the redeemable noncontrolling interest was prospectively reclassified from temporary equity into permanent equity as the conditions for temporary equity classification are no longer met. See Note 10 for further information on the redeemable noncontrolling interest and the related accounting policies prior to the reclassification from temporary equity into permanent equity.
The presentation of net income is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests.
The noncontrolling interest on the unaudited condensed consolidated statement of operations represents the portion of earnings or loss attributable to the ownership interests in AT Umbrella LLC held by Aggregator. Net income or loss attributable to noncontrolling interest is allocated in accordance with the contractual distribution rights of the holders under AT Umbrella LLC's Limited Liability Company Agreement. Those contractual rights reflect the relative participation of Class X holders and, when applicable, LTIP Unit holders. LTIP Unit holders participate only after the applicable contractual hurdle amounts are satisfied, and certain LTIP awards include catch-up provisions that may affect the allocation of earnings after those hurdle amounts are met.
The Company does not have any controlling interest in, and is not the primary beneficiary of, any other member firm of Andersen Global. Accordingly, these entities are considered related parties solely as a result of the memberships in the Swiss verein discussed above. These member firm entities are not consolidated in the Company’s unaudited condensed consolidated financial statements.
Business Combinations
The following significant accounting policy was added since the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 27, 2026.
14
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. If determined to be a business combination, the Company accounts for the transaction under the acquisition method of accounting, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities, and noncontrolling interest in the acquiree based on the fair value estimates as of the date of acquisition. In accordance with Accounting Standards Codification ("ASC") Topic 805 (“ASC 805”), Business Combinations, the Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. In cases where the fair value of identified net assets acquired exceeds consideration paid, the Company recognizes a gain on bargain purchase.
The consideration for the Company’s business acquisitions may include future payments that are contingent upon the occurrence of a particular event or events. The obligations for such contingent consideration payments are recorded at fair value on the acquisition date. The contingent consideration obligations are then evaluated each reporting period. Changes in the fair value of contingent consideration, other than changes due to payments, are recognized as a gain or loss and recorded within other income, net in the consolidated statements of operations.
If determined to be an asset acquisition, the Company accounts for the transaction under ASC Topic 805-50, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration transferred. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration transferred) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values.
Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. The Company generally obtains the assistance of a valuation specialist in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.
Determining the useful lives of intangible assets also requires judgment. Acquired intangible assets such as customer relationships are expected to have determinable useful lives. The estimates of the useful lives of definite-lived intangible assets are primarily based upon historical experience, the competitive and macroeconomic environment, and operating plans. The costs of definite-lived intangibles are amortized to expense over their estimated life.
See Note 18 for further information on the Company’s business combinations.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.
The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is no longer an emerging growth company or affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to the financial
15
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.
Segment Information
ASC Topic 280, Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise where discrete financial information is available and evaluated regularly by the Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer (“CEO”). The Company operates in one
Amounts Payable to Related Parties Pursuant to Tax Receivable Agreement
In connection with the IPO and Reorganization Transactions, the Company entered into the TRA with certain pre-IPO owners that provides for the payment to certain holders of Class X Umbrella Units who are or may become parties to the TRA from time to time 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company realizes or is deemed to realize (determined by using assumptions regarding combined state and local income tax rates) as a result of (i) any increase in tax basis in the assets of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with the proceeds of the IPO or resulting from exchanges of Class X Umbrella Units for, at Andersen Group Inc.’s election, shares of Class A common stock or cash in the future; and (ii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments that are made under the TRA. The TRA will make certain simplifying assumptions regarding the determination of the cash savings that are realized or are deemed to realize from the covered tax attributes, which may result in payments pursuant to the TRA in excess of those that would result if such assumptions were not made. No party to the TRA will reimburse the Company for any payments previously made if such basis increases or other benefits are subsequently disallowed, except that excess payments made to the TRA parties will be netted against future payments that would otherwise be made under the TRA, if any, after determination of such excess. The Company accounts for amounts payable under the TRA in accordance with ASC Topic 450, Contingencies. As such, subsequent changes in the fair value of the TRA liability between reporting periods are recognized in the consolidated statement of operations.
The Company has not yet incurred a liability in connection with the TRA.
Earnings per Share
Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of the Company’s Class A common stock outstanding for the period, without consideration for potential dilutive shares of common stock. Shares of Class B common stock and RSUs are not entitled to receive any distributions or dividends and are therefore excluded from this presentation since they are not participating securities. Diluted earnings per share is computed by dividing net income attributable to holders of Class A common stock by the weighted average number of shares of Class A common stock outstanding, plus the effect of all dilutive securities as calculated using the if-converted and treasury stock methods, as appropriate.
Participating securities exist at AT Umbrella LLC, a non-wholly owned consolidated subsidiary of the Company. As such, the Company applies the more dilutive of the treasury stock or if-converted methods and the two-class method to allocate undistributed earnings or losses of AT Umbrella LLC. In doing so, the Company determines the portion of AT Umbrella LLC’s earnings attributable to the Company and accordingly reflects in earnings available to common stockholders in the Company’s calculation of basic and diluted earnings per share.
16
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Recently Issued Accounting Pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standard Board ("FASB") in the form of Accounting Standards Updates ("ASUs") to the FASB Accounting Standards Codification ("Codification"). ASUs issued which are not specifically listed below were assessed and have already been adopted in a prior period or determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The guidance is effective for all entities for annual periods beginning after December 15, 2025. The Company adopted ASU 2025-05 as of January 1, 2026 and such adoption did not have a significant impact on the Company's condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. Early adoption is permitted. Upon adoption, the guidance may be applied prospectively or retrospectively. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. As an emerging growth company, the Company has elected the extended transition period for complying with new or revised accounting standards and this ASU has not yet been adopted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the consolidated financial statements. The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for all entities for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements in Accounting for Internal-Use Software, which replaced the “project stage” model with a principles-based framework for cost recognition and capitalization of internal-use software. The update requires companies to capitalize internal-use software costs when management authorizes and commits funding for the software project and when it is probable the project will be completed and the software will be used to perform the function intended. The guidance will be effective for all entities for annual periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance may be applied prospectively or retrospectively. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration From a Customer in a Revenue Contract. ASU 2025-07 introduces guidance for applying derivative
17
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
accounting to contracts that include features tied to the operations or activities of one of the parties to the contract. It also aims to reduce diversity in how share-based payments are accounted for in revenue contracts. ASU 2025-07 will be effective for the annual periods beginning after December 15, 2026 with early adoption permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow- Scope Improvements. The amendments in this ASU do not change the fundamental nature of interim reporting or expand or reduce current interim disclosure. The amendments in this ASU clarify the guidance in ASC Topic 270 by providing a comprehensive list of required interim disclosures and codifying a disclosure principle that requires the Company to disclose events and changes that occur after the end of the most recent annual reporting period that have a material impact on its consolidated financial statements. The amendments in this ASU are effective for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.
Note 3. Revenue
Disaggregation of Revenue
The following table presents the disaggregation of revenue by timing of revenue recognition (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Over time |
$ | $ | $ | $ | |||||||||||||||||||
Point in time |
|||||||||||||||||||||||
Total revenue |
$ | $ | $ | $ | |||||||||||||||||||
The Company derives revenue from four service lines:
•Private Client Services: Tax and financial services for individuals and families, focusing on client issues such as multigenerational wealth, charitable giving, and estate planning.
•Business Tax Services: Consulting and compliance services for businesses, assisting organizations with tax planning, compliance and reporting needs.
•Alternative Investment Funds: Tax and financial-related services for alternative investment funds including family offices, funds of funds, hedge funds, private equity, venture capital and real estate investment trusts.
•Valuation Services: Independent valuation analyses to assist clients in navigating tax laws and regulatory requirements.
18
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the disaggregation of revenue by service line (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Private Client Services |
$ | $ | $ | $ | |||||||||||||||||||
Business Tax Services |
|||||||||||||||||||||||
Alternative Investment Funds |
|||||||||||||||||||||||
Valuation Services |
|||||||||||||||||||||||
Total revenue |
$ | $ | $ | $ | |||||||||||||||||||
The following table presents the disaggregation of revenue by region (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
United States - East |
$ | $ | $ | $ | |||||||||||||||||||
United States - Central |
|||||||||||||||||||||||
United States - West |
|||||||||||||||||||||||
| International | |||||||||||||||||||||||
Total revenue |
$ | $ | $ | $ | |||||||||||||||||||
Remaining Performance Obligations
The revenue recognition standard provides exemptions to the requirements for disclosure of the total transaction price allocated to unsatisfied performance obligations as of the reporting date for performance obligations within contracts of one year or less. The majority of the Company’s contracts with clients have a duration of one year or less. For contracts with a stated duration exceeding one year, these agreements allow both the Company and the client to cancel or terminate without substantial penalty. Therefore, the contract duration does not extend beyond the goods and services already transferred when cancellation or termination rights exist without substantial penalty. As such, the Company does not disclose the total transaction price allocated to unsatisfied performance obligations.
Contract Balances
In the three and six months ended June 30, 2026, the Company recognized revenue of approximately $1.8 million and $9.6 million, respectively, that was included in deferred revenue on the consolidated balance sheet as of December 31, 2025. In the three and six months ended June 30, 2025, the Company recognized revenue of approximately $3.2 million and $13.0 million, respectively, that was included in deferred revenue on the consolidated balance sheet as of December 31, 2024. The opening balance of deferred revenue on January 1, 2025 was $15.6 million.
Note 4. Accounts Receivable, Net
Accounts receivable, net consists of (in thousands):
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
Accounts receivable |
$ | $ | |||||||||
Unbilled services |
|||||||||||
Total accounts receivable |
|||||||||||
Allowance for credit losses |
( |
( |
|||||||||
Total accounts receivable, net |
$ | $ | |||||||||
19
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes changes in the allowance for credit losses for the six months ended June 30, 2026 and year ended December 31, 2025 (in thousands):
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
Balance at beginning of period |
$ | $ | |||||||||
Addition to / (reduction in) provision |
( |
||||||||||
Write-offs, net of recoveries |
( |
( |
|||||||||
| Balance at end of period | $ | $ | |||||||||
The opening balance of accounts receivable, net on January 1, 2025 was $117.8 million.
Note 5. Financial Instruments and Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
| June 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
Liabilities |
|||||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | |||||||||||||||||||
Investments in Held-to-Maturity Debt Securities
The Company holds U.S. Treasury securities that are “off-the-run” as they were issued before the most recent issue and were still outstanding at measurement day. The Company classifies the fair value of these items as Level 2 fair value measurements as the pricing is obtained from a third-party service that uses observable data. The following table summarizes the amortized cost, unrealized gains, unrealized losses, and fair value in U.S. Treasury securities classified as held-to-maturity (in thousands):
| June 30, 2026 | |||||||||||||||||||||||
Amortized cost |
Unrealized gains |
Unrealized losses |
Fair value | ||||||||||||||||||||
Due within one year or less |
$ | $ | $ | $ | |||||||||||||||||||
Due between one and two years |
|||||||||||||||||||||||
Total held-to-maturity securities |
$ | $ | $ | $ | |||||||||||||||||||
20
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| December 31, 2025 | |||||||||||||||||||||||
Amortized cost |
Unrealized gains |
Unrealized losses |
Fair value | ||||||||||||||||||||
Due within one year or less |
$ | $ | $ | $ | |||||||||||||||||||
Due between one and two years |
|||||||||||||||||||||||
Total held-to-maturity securities |
$ | $ | $ | $ | |||||||||||||||||||
Deferred Consideration Liability
The fair value of the Company’s deferred consideration liability included within other current liabilities was approximately $6.4 million and $0.7 million as of June 30, 2026 and December 31, 2025, respectively, based on unobservable inputs and categorized as Level 3.
Loans and Notes Receivable
Loans and notes receivable are comprised of loans and advances made to member firms of Andersen Global and employees of the Company. The Company classifies the fair value of these items as Level 3 fair value measurements as these are valued using a discounted cash flow methodology less a reserve for expected credit losses. Based on the reserve methodology and the variable rates included within the population, the carrying value of these receivables approximates fair value. Refer to Note 14 for further detail.
Long-Term Debt
Long-term debt includes a revolving line of credit with a financial institution, Capital Account Notes and Holdover Note in connection with the reorganization of the Management Holdcos. Refer to Note 9 for further detail.
Note 6. Property and Equipment, Net
Property and equipment, net consists of (in thousands):
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Leasehold improvements | $ | $ | |||||||||
| Computer equipment | |||||||||||
| Furniture and fixtures | |||||||||||
| Computer software | |||||||||||
| Office equipment | |||||||||||
| Assets under construction | |||||||||||
| Total property and equipment | |||||||||||
| Less: accumulated depreciation and amortization | ( |
( |
|||||||||
| Total property and equipment, net | $ | $ | |||||||||
Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 was $2.3 million and $1.9 million, respectively, and $4.5 million and $3.8 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the amount of office equipment under finance leases was no
21
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7. Goodwill and Intangible Assets, Net
The following table summarizes changes in goodwill for the six months ended June 30, 2026 and year ended December 31, 2025 (in thousands):
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
Balance at beginning of period |
$ | $ | |||||||||
Additions |
|||||||||||
| Balance at end of period | $ | $ | |||||||||
Intangible assets, net as of June 30, 2026 consist of (in thousands):
Gross Carrying Value |
Accumulated Amortization |
Net | |||||||||||||||
Customer relationships |
$ | $ | $ | ||||||||||||||
Tradenames and trademarks |
|||||||||||||||||
Intellectual property |
|||||||||||||||||
Capitalized internal use software |
|||||||||||||||||
Total intangible assets, net |
$ | $ | $ | ||||||||||||||
Intangible assets, net as of December 31, 2025 consist of (in thousands):
Gross Carrying Value |
Accumulated Amortization |
Net | |||||||||||||||
Customer relationships |
$ | $ | $ | ||||||||||||||
Tradenames and trademarks |
|||||||||||||||||
Intellectual property |
|||||||||||||||||
Capitalized internal use software |
|||||||||||||||||
Total intangible assets, net |
$ | $ | $ | ||||||||||||||
Amortization expense for intangible assets for the three months ended June 30, 2026 and 2025 was $0.2 million, and $0.1 million, respectively, and was $0.3 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively.
Scheduled remaining amortization expense is presented in the table below (in thousands):
| Fiscal Year | Amortization Expense | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
Total |
$ | |||||||
As of June 30, 2026, the Company capitalized internally developed software of $2.4 million for software that is not yet ready for its intended use. This software has a useful life of three years and is expected to commence amortization during the year ending December 31, 2027.
22
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8. Other Balance Sheet Components
Prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025 consist of the following (in thousands):
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Prepaid expenses | $ | $ | |||||||||
Due from related parties |
|||||||||||
Other current assets |
|||||||||||
Total prepaid expenses and other current assets |
$ | $ | |||||||||
Other current liabilities as of June 30, 2026 and December 31, 2025 consist of the following (in thousands):
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
Deferred compensation |
$ | $ | |||||||||
Due to related parties |
|||||||||||
Deferred consideration |
|||||||||||
Income tax payable |
|||||||||||
Finance lease liabilities |
|||||||||||
Other current liabilities |
|||||||||||
| $ | $ | ||||||||||
Note 9. Long-Term Debt
Revolving Line of Credit
The Company previously maintained a $20.0 million revolving line of credit (the “Credit Agreement”) with a financial institution, which was collateralized by substantially all the assets of the Company. The Credit Agreement expired on June 30, 2026 in accordance with its terms and was not renewed. As such, no amount is outstanding on this line of credit as of June 30, 2026. As of December 31, 2025, the Company had outstanding standby letters of credit of $1.3 million and no cash borrowings under the Credit Agreement.
Revolving Credit Facility
In June 2026, the Company entered into a new credit agreement ("New Credit Agreement") which provides for up to $50.0 million asset-based revolving credit facility (the "Revolving Credit Facility"). Borrowing availability under the Revolving Credit Facility is determined by reference to an asset-based borrowing base, which includes up to 85 % of certain accounts receivable, as reduced by certain reserves. The Revolving Credit Facility matures in June 2029 and may be used for general corporate purposes, refinancing of existing debt, permitted acquisitions, and ongoing working capital needs.
The Revolving Credit Facility includes a sublimit of $5.0 million for letters of credit, and the interest rate for cash borrowings equal to Term Secured Overnight Financing Rate ("SOFR") plus 1.75 %. As of June 30, 2026, the Company had outstanding standby letters of credit of $1.3 million. The Company had no cash borrowings as of June 30, 2026. The Company’s outstanding letter of credit is subject to a commitment fee of 0.25 % per annum. These fees are included in sales, general and administrative expenses and are immaterial
During the three and six months ended June 30, 2026, the Company had no uncured events of default with respect to the financial covenants required by the New Credit Agreement.
Capital Account Notes
In connection with the reorganization of the Management Holdcos, Aggregator issued Class X Aggregator Units to equity holders of the Management Holdcos who were current Managing Directors and related persons and issued Member
23
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Notes representing the undistributed capital account balance payable to all equity holders of the Management Holdcos who had an outstanding capital account balance.
On December 16, 2025, AT Umbrella LLC issued corresponding Capital Account Notes, which are promissory notes to Aggregator with aggregate principal amounts of $187.8 million. The Capital Account Notes are amortized over to seven years and bear annual interest rates between 6.31 % to 7.50 %. Payments are made quarterly, consisting of both principal and accrued interest.
The Company may prepay the outstanding principal amounts partially or in full at any time without penalty or premium. Early partial prepayments are applied to reduce the last maturing principal installments first.
In the event of default, including non-payment, breach of representations, or insolvency events, the noteholder may declare the entire principal, accrued interest, and other amounts immediately due and payable. Furthermore, the obligations under the Capital Account Notes are subordinated to AT Umbrella LLC’s senior indebtedness.
The Capital Account Notes are governed under the laws of the State of Delaware and are subject to additional terms and conditions as outlined in the original agreements.
Holdover Note
In connection with the reorganization of the Management Holdcos, Aggregator issued Class H Aggregator Units entitling certain retiring and retired managing director members of the Management Holdcos subject to certain terms and conditions, to certain cash distributions paid over a period of up to seven years relating to payment of certain post-service obligations.
On December 16, 2025, AT Umbrella LLC issued to Aggregator the Holdover Note in a principal amount of $162.3 million with repayment occurring over an eight-year period relating to payment of the above-mentioned post-service obligations to certain retiring and retired managing director members of the Management Holdcos. The Holdover Note bears interest at a rate of 7.63 %. Payments are made quarterly, consisting of both principal and accrued interest.
The Company may prepay the outstanding principal amount partially or in full at any time without penalty or premium. Early partial prepayments are applied to reduce the last maturing principal installments first.
In the event of default, including non-payment, breach of representations, or insolvency events, the noteholder may declare the entire principal, accrued interest, and other amounts immediately due and payable. Furthermore, the obligations under the Holdover Note are subordinated to AT Umbrella LLC’s senior indebtedness.
The Company did not incur material loan issuance costs in connection with the Capital Account Notes and Holdover Note.
The fair value of the debt obligations is approximated by the principal amount of the loans as of June 30, 2026. The fair value of the debt obligations is estimated using a discounted cash flow methodology, which includes significant unobservable inputs used in the fair value measurement process for items valued utilizing Level 3 techniques. The Company incurred approximately $5.8 million and $12.0 million in interest expense with respect to the Capital Account Notes and Holdover Note during the three and six months ended June 30, 2026, respectively.
Future maturities of long-term debt as of June 30, 2026, were as follows (in thousands):
| Fiscal Year | Amount | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
24
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Thereafter | ||||||||
| Total | $ | |||||||
Note 10. Redeemable Noncontrolling Interest
In connection with the Reorganization Transactions, Class X Umbrella Units were issued to Aggregator. Aggregator also owns all outstanding shares of the Company's Class B common stock. Under the Limited Liability Company Agreement of AT Umbrella LLC (the “AT Umbrella LLC Agreement”), Aggregator had the right from time to time to cause AT Umbrella LLC to redeem any or all of its Class X Umbrella Units (and cancel paired shares of the Company's Class B common stock), in exchange for, at Andersen Group Inc.’s election, either cash (based on the volume-weighted average market price of a share of the Company's Class A common stock) or shares of Class A common stock, and such exchange, at Andersen Group Inc.’s election, may have been effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of the Company's Class B common stock) in lieu of such redemption. The redemption election was not considered to be within the control of the Company because the holder of Class B common stock controlled the Company through direct representation on its board of directors. As a result, the noncontrolling interest in AT Umbrella LLC was classified as redeemable noncontrolling interest outside of permanent equity at December 31, 2025.
Redeemable noncontrolling interest was recorded at the greater of the carrying value or redemption amount. In determining the measurement method of redemption value, the Company elected to accrete changes to the redemption value over the period from the date of issuance to the earliest redemption date. The resulting changes to accrete to the redemption value were recorded in equity. If the Company had an accumulated deficit, changes were recorded against additional paid-in-capital until there was no additional paid-in capital balance, and then charges were recorded against accumulated deficit. Changes in the redemption value were considered to be changes in accounting estimates and were accounted for prospectively.
On March 24, 2026, an amendment to the AT Umbrella LLC Limited Liability Company Agreement was executed. The amendment modified the redemption provisions of Class X Umbrella Units held by Aggregator. Under the revised terms, the Company may elect to redeem Class X Umbrella Units held by Aggregator for cash only if the cash proceeds are sourced from a qualifying offering of the Company's Class A common stock. As a result of these changes, the redeemable noncontrolling interest was prospectively reclassified from temporary equity into permanent equity as the conditions for temporary equity classification are no longer met.
Changes to the value of the redeemable noncontrolling interest during the six months ended June 30, 2026 are summarized as follows (in thousands):
| Amount | ||||||||
| Balance as of January 1, 2026 | $ | |||||||
| Forfeiture of Class X Umbrella Units and corresponding cancellation of Class B common stock | ( |
|||||||
| Net income | ||||||||
| Equity-based compensation | ||||||||
| Distribution | ( |
|||||||
| Accretion to redemption value | ||||||||
| Reclassification of redeemable noncontrolling interest from temporary equity into permanent equity | ( |
|||||||
| Balance as of June 30, 2026 | $ | |||||||
Note 11. Stockholders’ Equity
Equity Structure Prior to Initial Public Offering and Reorganization Transactions
The Company historically conducted business through Andersen Tax Holdings LLC and its subsidiaries, including Andersen Tax LLC. Prior to the consummation of the IPO and Reorganization Transactions, all of the equity interests of Andersen Tax Holdings LLC were owned by the Management Holdcos. Each of the Management Holdco’s equity holders included current and former managing directors.
25
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Distributions payable to related parties on the unaudited condensed consolidated balance sheets consists of distributions declared but not yet paid to the Management Holdcos related to members' tax obligations, members’ undistributed capital and allocated income prior to the IPO and Reorganization Transactions. During the three and six months ended June 30, 2026, the Company paid distributions of $23.8 million and $41.9 million to Aggregator, respectively.
Amendment and Restatement of Certificate of Incorporation
On December 6, 2025, the Board of Directors of Andersen Group Inc. approved the Company’s Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation authorizes the Company to issue 1,000,000,000 shares of Class A common stock, par value of $0.0001 per share, 300,000,000 shares of Class B common stock, par value of $0.0001 per share, and 100,000,000 shares of preferred stock, par value of $0.0001 per share.
Class A Common Stock
Shares of Class A common stock have both voting and economic rights. Holders of Class A common stock are entitled to one vote for each share of Class A common stock held. Shares of Class A common stock are entitled to dividends and pro rata distribution of remaining available assets upon liquidation. Shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. As of June 30, 2026 and December 31, 2025, there were 13,472,214 12,650,000
Class B Common Stock
Shares of Class B common stock have voting but no economic rights. Holders of Class B common stock generally are entitled, without regard to the number of shares of Class B common stock held by such holder, to ten votes for each share held. Shares of Class B common stock do not have any right to receive dividends or distribution upon liquidation. As of June 30, 2026, there were 99,415,168 99,166,563
Preferred Stock
The Company is authorized to issue one or more series of preferred stock, provided that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of preferred stock authorized. The Company's board of directors may determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative, participating, optional or other special rights. As of June 30, 2026 and December 31, 2025, no
Distributions to Members Related to Their Income Tax Liabilities
As a limited liability company treated as a partnership for income tax purposes, AT Umbrella LLC does not incur significant federal, state or local income taxes, as these are primarily the obligations of its members. Under the AT Umbrella LLC Agreement, AT Umbrella LLC is required to distribute cash, to the extent that it has cash available, on a pro rata basis to its members to the extent necessary to cover the members' tax liabilities, if any, with respect to each member's share of the AT Umbrella LLC's taxable earnings. During the three and six months ended June 30, 2026, the Company paid distributions totaling $35.4 million and $41.7 million, respectively, to Aggregator in satisfaction of member tax liabilities.
AT Umbrella LLC Agreement
As of June 30, 2026, 13,472,214 13,472,214 99,415,168 Class X Umbrella Units outstanding as of June 30, 2026 correspond to 97,805,000 1,610,168 shares of Class B common stock outstanding as of such date correspond to an equivalent number of AT Umbrella LLC LTIP Units held by Aggregator on behalf of certain Managing Directors of Andersen Tax LLC.
26
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Aggregator may require AT Umbrella LLC to redeem its Class X Umbrella Units (and cancel paired shares of Andersen Group Inc. Class B common stock), with Andersen Group Inc. having the option to settle the redemption in cash, if the cash proceeds are sourced from a qualifying offering of its Class A common stock, or Class A common stock, or to effect a direct exchange of cash or Class A common stock for the units and paired shares. See Note 10 for further information.
Under the AT Umbrella LLC Agreement, the Company is required to cause AT Umbrella to issue additional Class X Umbrella Units to the Company or Aggregator whenever the Company or Aggregator issues equity securities. For the Company, this obligation applies to shares of Class A common stock or other economic equity securities, and for Aggregator, to Class X Aggregator Units or exchangeable equity instruments. Concurrently, any net proceeds received from these equity issuances by the Company or Aggregator must be contributed to AT Umbrella LLC, unless otherwise used to fund specific expenses. Similar parity is maintained in equity transactions such as repurchases or redemptions involving the Company, Aggregator, or AT Umbrella LLC.
Note 12. Equity-Based Compensation
Profits Interest Units ("PIUs")
In April 2025, new PIUs were issued to certain Managing Directors of Andersen Tax LLC. The PIUs were created to provide additional allocations of distributable profits and losses of Andersen Tax Holdings LLC to the Managing Directors in proportion to their total units, which include the PIUs. The economic terms of the PIUs gave the holders an equity ownership, an economic interest in the future profits and losses, and holders received value from their awards by receiving distributions. The PIUs vested immediately and were subject to forfeiture upon termination of employment, either voluntary or involuntary.
The expense related to the PIUs was measured based on their grant date fair values and are recognized in full on the grant date as there is no required service or vesting to participate in the benefits. A Probability-Weighted Expected Return Method (“PWERM”) model was used to determine the grant date fair value of the PIUs.
The PWERM is a scenario-based methodology that estimates the fair value of PIUs based upon an analysis of future enterprise values, assuming various outcomes. The PIUs value was based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of units. The future value of the units under each outcome was discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the PIUs. A discount for lack of marketability of the PIUs was then applied to arrive at an indication of value for the PIUs.
The weighted-average grant date fair value of the PIUs for the three and six months ended June 30, 2025 was $748.79 173,025 104.5 25.0
As discussed further in Note 1, these PIUs were later converted to Class X Aggregator Units in connection with the Reorganization Transactions in December 2025.
2025 Equity Incentive Plan
On December 6, 2025, the board of directors of Andersen Group Inc. approved the Company’s 2025 Equity Incentive Plan. The 2025 Equity Incentive Plan provides for the grant of nonstatutory stock options ("NSOs"), stock appreciation rights ("SARs"), restricted shares, restricted stock units ("RSUs") and other equity-based awards. As of June 30, 2026 the Company has reserved 12,290,828 shares of Class A common stock in connection with the 2025 Equity Incentive Plan. On the first day of each January during the term of the 2025 Equity Incentive Plan, beginning on January 1, 2026 and ending on (and including) January 1, 2035, the number of shares of Class A common stock that may be issued under the 2025 Equity Incentive Plan will increase by a number of shares equal to the lesser of (a) 5 % of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year or (b) such lesser number of shares (including zero ) that the plan administrator determines for purposes of the annual increase for that fiscal year. The Company will recognize forfeitures as they occur.
27
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Concurrently with the IPO, the Company granted new RSUs to employees. The RSUs granted in 2025 have a time-based vesting requirement wherein 1/6th of the total number of RSUs subject to the award will vest on each annual anniversary of the vesting commencement date, subject to the recipient’s continuous service as an employee to the Company, a parent, subsidiary or affiliate through the applicable vesting date. Upon vesting, the RSUs are convertible into Class A common stock; unvested RSUs are not considered outstanding shares of Class A common stock. In June 2026, the Company granted an additional 61,231 RSUs.
The fair value of RSUs is based on the fair value of a share of Class A common stock at the time of grant, which equates to a weighted-average grant date fair value of $16.26 per unit.
The following table summarizes the information about RSU activity of Andersen Group Inc. during the six months ended June 30, 2026:
| Number of Units | ||||||||
| Outstanding as of December 31, 2025 | ||||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ( |
|||||||
| Outstanding as of June 30, 2026 | ||||||||
Total compensation expense for RSUs was approximately $3.4 million and $7.0 million for the three and six months ended June 30, 2026, respectively, of which $2.7 million and $5.5 million, respectively, is included in cost of services and $0.7 million and $1.5 million, respectively, is included in sales, general and administrative expense in the consolidated statement of operations. The unamortized compensation cost related to RSUs of $75.4 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 5.4 years.
AT Umbrella LLC LTIP Units
Concurrently with the IPO, AT Umbrella LLC issued AT Umbrella LLC LTIP Units to Aggregator in connection with an earlier appointment of additional Managing Directors during 2025, and Aggregator issued corresponding Aggregator LTIP Units to such Managing Directors representing such claim to AT Umbrella LLC LTIP Units. Andersen Group Inc. issued to Aggregator shares of Class B common stock equal in number to the maximum number of Class X Umbrella Units issuable upon exchange of such LTIP Units issued to Aggregator in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received. In April 2026, AT Umbrella LLC issued an additional 707,823 LTIP Units.
AT Umbrella LLC LTIP Units are economically similar to stock options. Each LTIP Unit has a per-unit hurdle price, which is economically similar to the exercise price of a stock option. LTIP Units designated as "Catch-Up Units" are subject to a provision allowing their holder to receive additional distributions after satisfying the hurdle amount of the unit. Once the hurdle amount is surpassed, a catch-up adjustment ensures that the holder of the Catch-Up Unit receives distributions equivalent to what they would have received if the hurdle amount had not been applied, up to the agreed-upon cumulative amount. All LTIP Units are designated as Catch-Up Units.
LTIP Units generally vest 1/5th on each annual anniversary of the vesting commencement date over a five-year period, subject to the recipient’s continuous service as an employee of the Company or one of its subsidiaries.
The following table summarizes information around AT Umbrella LLC LTIP Units:
| Number of Units | |||||
| Outstanding as of December 31, 2025 | |||||
| Granted | |||||
| Exercised | |||||
| Forfeited | ( |
||||
| Outstanding as of June 30, 2026 | |||||
28
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The fair value of LTIP Units is based on the fair value of a share of Class A common stock of Andersen Group Inc. at the time of grant, which equates to a weighted-average grant date fair value of $21.38 per unit. The LTIP Units granted in 2025 are subject to a hurdle amount of $16.00 per unit, which was specified at issuance and represents the threshold over which an LTIP Unit is allocated income or is entitled to distributions. The LTIP Units granted in 2026 are subject to a hurdle amount of $28.23 per unit.
Total equity-based compensation expense for LTIP Units was approximately $1.7 million and $2.6 million for the three and six months ended June 30, 2026, respectively, of which $1.5 million and $2.4 million is recognized in cost of services and the remainder recognized in sales, general and administrative expenses. The unamortized compensation cost related to LTIP Units of $30.2 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.6 years.
Class X Aggregator Units
In connection with the Reorganization Transactions described in Note 1, Andersen Tax LLC incurred compensation expenses as a result of the exchange of common units and PIUs of the Management Holdcos for new Class X Aggregator Units with Managing Directors of Andersen Tax LLC, of which a portion of the new interests are subject to vesting conditions. These Class X Aggregator Units generally vest 1/5th on each annual anniversary of their vesting commencement dates.
The following table summarizes information around Class X Aggregator Units subject to vesting conditions:
| Number of Units | |||||
| Outstanding as of December 31, 2025 | |||||
| Granted | |||||
| Vested | ( |
||||
| Forfeited | ( |
||||
| Outstanding as of June 30, 2026 | |||||
The portion of units subjected to service-based vesting conditions results in incremental compensation expense to be recognized over the requisite service period. The Company incurred $42.3 million and $83.4 million of compensation expense for Class X Aggregator Units for the three and six months ended June 30, 2026, respectively, of which $36.2 million and $73.7 million, respectively, was recognized in cost of services and $6.1 million and $9.7 million, respectively, was recognized in sales, general and administrative expenses on the consolidated statement of operations. The unamortized compensation cost related to Class X Aggregator Units of $618.7 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.3 years. The grant date weighted average fair value associated with all Class X Aggregator Units was $16.00 per unit. The overall value of the Class X Aggregator Units was derived from the value of the Class A common stock for which the units may be exchanged.
Restricted Class A Common Stock
In connection with the acquisitions and business combinations described in Note 18, the Company incurred compensation expense as a result of the issuances of 822,214 shares of restricted Class A common stock in connection with ongoing post-combination employment, which are subject to vesting conditions. These shares of restricted Class A common stock generally vest 1/5th on each annual anniversary of their respective vesting commencement dates. The Company incurred $0.8
29
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
statement of operations. The unamortized compensation cost related to shares of restricted Class A common stock of $23.2 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.8 years.
Equity-based Compensation Expense
The table below reflects the total equity-based compensation expense recognized in the consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of services | $ | $ | $ | $ | |||||||||||||||||||
| Sales, general and administrative | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Note 13. Earnings Per Share
Due to the impact of the Reorganization Transactions, the Company’s capital structure for the period prior to the IPO is not comparable. As a result, the presentation of earnings per share for the periods prior to such transactions is not meaningful and only earnings per share for the period subsequent to the IPO is presented herein.
The Company computes earnings per share (“EPS”) of Class A common stock. Basic EPS is computed by dividing net income attributable to common stockholders by the weighted average number of shares of Class A common stock outstanding. The Company’s Class B common stock and RSUs are nonparticipating securities because holders are not entitled to dividends or dividend equivalent payments.
For the calculation of diluted EPS, net income attributable to common stockholders for basic EPS is adjusted by the effect of dilutive securities. Diluted EPS attributable to common stockholders is computed by dividing the resulting net income attributable to common stockholders by the weighted-average number of common stock outstanding, adjusted to give effect to dilutive elements including RSUs and convertible Class X Umbrella Units and LTIP Units to the extent these are dilutive.
The following table presents the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2026 (in thousands, except share and per share amounts):
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | ||||||||||
| Numerator: | |||||||||||
| Net (loss) income | $ | ( |
$ | ||||||||
| Net (loss) income attributable to noncontrolling interest | ( |
||||||||||
| Net loss attributable to Andersen Group Inc. stockholders, basic | $ | ( |
$ | ( |
|||||||
| Net loss attributable to Andersen Group Inc. stockholders, diluted | $ | ( |
$ | ( |
|||||||
| Denominator: | |||||||||||
| Weighted average number of shares of Class A common stock outstanding, basic | |||||||||||
| Effect of dilutive RSUs | |||||||||||
| Effect of dilutive LTIP Units | |||||||||||
| Weighted average number of shares of Class A common stock outstanding, diluted | |||||||||||
| Earnings per share: | |||||||||||
| Earnings per share attributable to Class A common stockholders, basic | $ | ( |
$ | ( |
|||||||
| Earnings per share attributable to Class A common stockholders, diluted | $ | ( |
$ | ( |
|||||||
30
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The effect of the Company’s potentially dilutive Class X Umbrella Units, RSUs and LTIP Units were not included in the calculation of diluted earnings per share as the effect would be anti-dilutive. For the three months ended June 30, 2026, the application of the treasury stock method at AT Umbrella LLC yielded a dilutive numerator impact related to increased AT Umbrella LLC net loss attributable to the Company, but did not result in a denominator impact for any incremental shares of Class A common stock. At June 30, 2026, 97,805,000 Class X Umbrella Units, 5,103,260 RSUs and 1,610,168 LTIP Units with a potentially dilutive impact were outstanding.
Note 14. Transactions with Related Parties
Loans and Notes Receivable from Related Parties, Net of Allowance for Credit Losses
Loans and notes receivable due from related parties presented on the consolidated balance sheets include the following (in thousands):
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Loans and notes receivable from related parties | |||||||||||
Member firm loans |
$ | $ | |||||||||
Employee loans |
|||||||||||
| Stewardship funds | |||||||||||
| Total loans and notes receivable from related parties | $ | $ | |||||||||
Allowance for credit loss |
( |
( |
|||||||||
Total loans and notes receivable from related parties, net of allowance for credit losses |
$ | $ | |||||||||
The following table summarizes changes in the allowance for credit losses for loans and notes receivable due from related parties (in thousands):
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
Balance at beginning of period |
$ | $ | |||||||||
Provision |
|||||||||||
| Write offs | ( |
( |
|||||||||
| Balance at end of period | $ | $ | |||||||||
Interest income includes interest earned on loans and notes receivable from related parties and is immaterial
Member Firm Loans
Member firm loans consist of loans made to member firms of Andersen Global. As of June 30, 2026 and December 31, 2025, the Company had notes receivable from non-U.S. member firms of Andersen Global with stated principal values totaling $7.0 million ($0.3 million, net of allowance for credit losses), and stated principal values totaling $11.0 million ($0.3 million, net of allowance for credit losses), respectively. The notes bear interest based on variable rates including: the Applicable Federal Rate ("AFR"), the Prime rate, and the SOFR plus an applicable margin percentage. The notes have maturities up to eleven years .
Employee Loans
The Company has entered into various agreements with certain employees whereby these individuals receive loans which may be either wholly or in part repaid from the distribution of earnings that the individuals receive or may be forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loans. As of June 30, 2026, the Company had notes receivable from employees with stated principal values totaling $1.1 million, net of $0.1 million to be forgiven in 2027. As of December 31, 2025, the Company had notes receivable from
31
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
employees with stated principal values totaling $0.2 million, net of $0.2 million to be forgiven in 2026. The fixed rate loans are based on the AFR with maturity dates up to five years .
Stewardship Funds
During 2021, the Company provided a $2.0 million credit facility to funds formed for the benefit of certain Managing Directors maturing on December 31, 2029, permitting short-term advances up to 30 days with interest payable at the Prime rate. As of June 30, 2026, this credit facility was settled. As of December 31, 2025, $0.1 million was due to the Company under this credit facility.
During 2023, the Company provided a $2.0 million credit facility to another fund formed for the benefit of certain Managing Directors maturing on December 31, 2033, permitting short-term advances up to 60 days with interest payable at the Prime rate. As of June 30, 2026, no amounts were outstanding. As of December 31, 2025, $0.3 million was outstanding bearing interest at the prime rate.
Trademark License Fees
The Company earns trademark license fees from member firms of Andersen Global and contributing firms of Andersen Consulting. The Company recognized $1.6 million and $0.9 million in other income, net during the three months ended June 30, 2026 and 2025, respectively, and $2.3 million and $1.8 million in other income, net during the six months ended June 30, 2026 and 2025, respectively.
Historically, the Company was required to distribute a portion of trademark license fees collected to an entity controlled by an executive of the Company; however, this arrangement was terminated on March 29, 2025, effective immediately, for no consideration. For the three and six months ended June 30, 2025, the Company incurred zero and $0.1 million in cost of services in the consolidated statements of operations, respectively. The Company included $0.1 million in other current liabilities on the consolidated balance sheet as of December 31, 2025, with no comparable amount as of June 30, 2026.
Andersen Global Commitments
In the normal course of business, the Company funds certain global management costs on behalf of Andersen Global and allocates a portion of these costs to be reimbursed by non-U.S. member firms.
As of June 30, 2026 and December 31, 2025, net amounts due from member firms related to license fees and Andersen Global Commitments included in prepaid expenses and other current assets were $9.0 million and $1.3 million, respectively. Amounts due to member firms included in other current liabilities were $5.3 million and $0.6 million, respectively.
Other Transactions
The Company recorded expenses to member firms of Andersen Global and contributing firms of Andersen Consulting of $2.4 million and $0.4 million in the three months ended June 30, 2026 and 2025, respectively, and $4.3 million and $0.6 million in the six months ended June 30, 2026 and 2025, respectively. These related party expenses were incurred in exchange for services rendered by the payees in connection with the Company’s client engagements, and were recorded in cost of services on the unaudited condensed consolidated statement of operations.
State Tax Payments
The Company remits certain state tax payments on behalf of certain Managing Directors which are recorded as a receivable. The receivable is settled upon the next tax distribution through a withholding from the gross tax distribution otherwise payable to the members. As of June 30, 2026 and December 31, 2025, balances due from related parties included in prepaid expenses and other current assets were $3.0 million and $2.7 million, respectively.
32
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Capital Account Notes and Holdover Note
In connection with the reorganization of the Management Holdcos, Aggregator issued Class X Aggregator Units to equity holders of the Management Holdcos who were current Managing Directors and related persons, and Class H Aggregator Units to certain retiring and retired managing director members of the Management Holdcos. Refer to Note 9 for further details.
Note 15. Commitments and Contingencies
Litigation
The Company has been involved in various legal matters arising out of the ordinary course of business. Management believes such legal matters will not have a material adverse effect on the unaudited condensed consolidated balance sheets or statements of operations of the Company.
Other Commitments
The Company entered into an agreement to use certain professional services training facilities (“Training Center Agreement”) for a limited number of days per year, which extends through 2030. Sales, general and administrative expenses include approximately $0.4 million and $0.6 million incurred for these services for the three months ended June 30, 2026 and 2025, respectively, and $0.8 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively. The minimum future commitment under the Training Center Agreement is approximately $4.3 million through 2030.
During 2024 and 2025, the Company signed commitments for software licenses for certain financial accounting systems and cloud hosting services. The contracts require minimum payments through 2031, as follows (in thousands):
| Fiscal Year | Minimum Commitments | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
Thereafter |
||||||||
Total |
$ | |||||||
Note 16. Income Taxes
Andersen Group Inc. is taxed as a C corporation and is subject to U.S. federal, state and local income taxes on its share of allocable partnership income. Andersen Group Inc.’s sole material asset is its ownership in AT Umbrella LLC, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. AT Umbrella LLC’s allocable share of taxable income and related tax credits, if any, are passed through to its members, including Andersen Group Inc., and are included in the members’ tax returns.
Prior to Andersen Group Inc.’s investment in AT Umbrella LLC, the Company was a multi-member limited liability company taxed as a partnership and generally not subject to U.S. federal and state taxes. However, certain state and local jurisdictions impose an entity level income tax and these amounts are reflected as income taxes in the consolidated financial statements. Each member of the limited liability company is responsible for reporting and paying income tax on their share of income or loss to the extent required by federal and state income tax regulations.
In calculating the provision for interim income taxes in accordance with ASC Topic 740, Income Taxes, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The Company also records the tax impact of certain discrete, unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates on deferred tax balances, in the interim period in which they occur.
33
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended June 30, 2026 and 2025, the Company recorded an income tax benefit of $0.1 million and $7.0 million, respectively, on pre-tax loss of $10.2 million and $103.0 million respectively.
The Company’s effective tax rate for the three months ended June 30, 2026 was 0.7 % compared to 6.8 % for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 differed from the U.S. statutory rate of 21% primarily due to non-controlling interest as Andersen Group Inc. is only subject to income tax on its allocable share of partnership income from AT Umbrella LLC and state and local income taxes. The effective tax rate for the three months ended June 30, 2025 differed from the U.S. statutory rate of 21% primarily related to income not subject to entity level tax as the Company is taxed as a partnership, compensation expense recorded for accounting purposes related to profit interest units that are not deductible for tax purposes and certain state and local entity level taxes.
For the six months ended June 30, 2026 and 2025, the Company recorded an income tax provision of $2.7 million and an income tax benefit of $2.8 million, respectively, on pre-tax income of $10.4 million and pre-tax loss of $48.2 million respectively.
The Company’s effective tax rate for the six months ended June 30, 2026 was 26.4 % compared to 5.9 % for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2026 differed from the U.S. statutory rate of 21% primarily due to non-controlling interest as Andersen Group Inc. is only subject to income tax on its allocable share of partnership income from AT Umbrella LLC and state and local income taxes. The effective tax rate for the six months ended June 30, 2025 differed from the U.S. statutory rate of 21% primarily related to income not subject to entity level tax as the Company is taxed as a partnership, compensation expense recorded for accounting purposes related to profit interest units that are not deductible for tax purposes and certain state and local entity level taxes.
Note 17. Segment Reporting
The Company conducts business as a single operating segment for its range of tax, valuation, financial advisory, and related consulting services. In reaching this conclusion, management considers the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company’s CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level which is the level that the CODM manages the business, allocates resources, makes key resource decisions, and assesses performance.
The key measure of segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s net income or loss. The measure is used to benchmark the Company's results against forecasts. The table below shows a reconciliation of the Company’s net income, including the significant expense categories regularly
34
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net income or loss in the unaudited condensed consolidated statements of operations (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Personnel costs |
|||||||||||||||||||||||
Non-personnel and other operating costs(1) |
|||||||||||||||||||||||
Depreciation and amortization |
|||||||||||||||||||||||
Total operating expenses |
$ | $ | $ | $ | |||||||||||||||||||
| Operating (loss) income | $ | ( |
$ | ( |
$ | $ | ( |
||||||||||||||||
Interest income |
|||||||||||||||||||||||
Interest expense |
( |
( |
( |
( |
|||||||||||||||||||
Other income, net |
|||||||||||||||||||||||
| (Loss) income before income tax (benefit) expense | $ | ( |
$ | ( |
$ | $ | ( |
||||||||||||||||
| Income tax (benefit) expense | ( |
( |
( |
||||||||||||||||||||
| Net (loss) income | $ | ( |
$ | ( |
$ | $ | ( |
||||||||||||||||
(1)Non-personnel and other operating costs primarily include the provision for credit losses and costs such as occupancy, business development, training, recruiting, and annual discretionary bonus compensation.
Assets provided to the CODM are consistent with those reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash, cash equivalents, and financial instruments owned, reduced by current liabilities.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
United States |
$ | ( |
$ | ( |
$ | $ | ( |
||||||||||||||||
| International | ( |
( |
|||||||||||||||||||||
The following table shows long-lived assets held by region, as follows (in thousands):
June 30, |
December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
United States |
$ | $ | |||||||||
| International | |||||||||||
Note 18. Acquisitions and Business Combinations
During the three and six months ended June 30, 2026, the Company completed the acquisitions of tax firms in Ireland and New Zealand, a tax firm and a consulting firm in Nigeria, and a tax and law firm and an accounting firm in Uruguay. These acquisitions are not individually material to the Company's consolidated financial statements.
35
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company applied the acquisition method of accounting in accordance with ASC 805 and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill or bargain purchase gain.
The purchase price allocation below is based upon provisional information and is subject to revision during the measurement period (up to one year from the acquisition date) as additional information concerning valuations is obtained. During the measurement period, as the Company obtains new information regarding facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise the provisional purchase price allocation.
The aggregate purchase price for these acquisitions was $12.2 million, made up of $5.2 million in cash paid at closing including the settlement of debt, $0.5 million for the settlement of pre-existing arrangements and $6.4 million in deferred consideration, which will be paid in cash within 4 months of closing. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition dates. The Company expects to finalize the valuations and complete the purchase price allocations as soon as practicable but no later than one year from the acquisition dates.
The following table presents the preliminary allocation of the aggregate purchase price of these acquisitions (in thousands):
| Preliminary Allocation | |||||
| Purchase price: | |||||
| Cash paid including the settlement of debt | $ | ||||
| Settlement of pre-existing arrangements | |||||
| Fair value of deferred consideration | |||||
| Total purchase price | $ | ||||
| Net assets acquired: | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable, net | |||||
| Other current assets | |||||
| Property and equipment, net | |||||
| Operating lease right-of-use assets | |||||
| Other noncurrent assets | |||||
| Customer relationships | |||||
| Liabilities assumed, current | ( |
||||
| Operating lease liabilities, current | ( |
||||
| Operating lease liabilities, noncurrent | ( |
||||
| Bargain purchase gain | ( |
||||
Goodwill |
|||||
| Total net assets acquired | $ | ||||
As a result of these acquisitions, the Company recognized $2.2 million of goodwill, $3.5 million of customer relationships and a bargain purchase gain of $1.4 million. Goodwill represents the synergies and economies of scale expected from expanding into key developed and high-growth markets. Goodwill is not expected to be deductible for tax purposes. Customer relationships have an estimated useful life of 10 years. Pre-existing debt as part of the acquisitions was extinguished at closing and included within the preliminary allocation of the aggregate purchase price. As a result of comparing the purchase price to the fair value of the assets acquired and liabilities assumed, an initial $1.4 million bargain purchase gain from the Ireland firm and Nigeria consulting firm was recognized. The bargain purchase gains are primarily due to negotiating economic consideration in the form of post-combination compensation arrangements with substantive service conditions.
36
ANDERSEN GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In connection with the acquisitions, the Company entered into several service-based payment arrangements, under which the selling shareholders are eligible to receive future payments. These arrangements include contingent annual cash payments equal to 100 % of the annual net profit generated by the acquired entity for each of the five consecutive twelve-month periods following the acquisition date, recognized in compensation expense in the relevant periods, the granting of 822,214 restricted Class A (see Note 12 "Restricted Class A Common Stock") and cash payments based on the net working capital of the acquired entities of $5.4 million, recognized as compensation expense over a three-year service period. Stock-based compensation expense to be recognized over a five-year service period is $24.0 million. Service-based payments of $6.9 million to be paid sixteen months after the close of the acquisitions will be recognized as compensation expense over the related period. Because these service-based payments requiring the selling shareholders' continued employment with the Company, the arrangements are accounted for as post-combination compensation expense rather than as part of the initial purchase consideration and included in cost of services in the consolidated statements of operations. In the consolidated balance sheet, cash payments are recognized in other liabilities and share-based payments are recognized in additional paid-in capital.
The results of operations of these acquisitions are included in the Company's unaudited condensed consolidated statements of operations from their respective dates of acquisition and were not material.
Pro forma results of operations for the acquisitions have not been presented because they are not material to the Company's unaudited condensed consolidated financial statements.
Note 19. Subsequent Events
Inorganic Growth
In July 2026, the Company announced it closed the acquisition of a tax firm in Switzerland and a business combination in Canada, expanding its presence across key markets as it continues to scale its global platform.
Due to the limited amount of time since the dates of the closed acquisition and business combination, the initial accounting is incomplete, and therefore the Company is unable to disclose the information required by ASC 805. The Company will include relevant disclosures as required in the third quarter of 2026.
In August 2026, the Company also announced it entered into definitive agreements for the acquisitions of a tax and legal firm in Mexico, a tax firm in the United Kingdom and six consulting firms in the United States. The acquisitions are expected to close in the fourth quarter of 2026, subject to the satisfaction of certain closing conditions.
Distributions
After the reporting date of June 30, 2026, the Company effected distributions to its pre-IPO owners in an aggregate amount of $5.5 million, related to undistributed capital and allocated income declared payable prior to the Reorganization Transactions.
37
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise required, references in this Quarterly Report on Form 10-Q to "Andersen", "we", "us", and "our" shall mean Andersen Group Inc. and its subsidiaries.
The following discussion is intended to assist in the understanding of our financial position at June 30, 2026 and December 31, 2025, results of operations for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025, and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties and should be read in conjunction with the disclosures and information contained in “Special Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and in Part I, Item 1A. "Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
We are a leading provider of independent tax, valuation and financial advisory services to individuals, wealthy families, businesses and institutional clients in the United States and internationally. From our roots as a tax advisory firm, we have strategically expanded our business to build an integrated platform of service offerings that enables us to solve our clients’ most complex challenges. We have achieved this by delivering market-leading technical expertise combined with practical advice, supported by our unique firm culture, integrated services offerings and our relationship with Andersen Global, a Swiss association of over 300 member and collaborating firms.
Our operating model is powered by a strong firm culture based on shared values, integrated services offerings and investments in our people, which has allowed us to build a differentiated approach to client service.
Refer to the Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion of our business and strategies as well as factors that currently impact our operations.
Recent Developments
Inorganic Growth Opportunities
Andersen’s relationships with over 400 Andersen Global and Andersen Consulting member and collaborating firms provide opportunities for domestic and international expansion through closer partnerships, future acquisitions and future business combinations. In the second quarter of 2026, the Company closed the acquisitions of tax firms in Ireland and New Zealand, a tax firm and a consulting firm in Nigeria, and a tax firm and a law firm in Uruguay, expanding its presence across key developed and high-growth markets as it continues to scale its global platform. In addition, in the third quarter of 2026, Andersen closed the acquisition of a tax firm in Switzerland and a business combination in Canada and entered into definitive agreements for the acquisitions of a tax and legal firm in Mexico, a tax firm in the United Kingdom and six consulting firms in the United States. These eight additional acquisitions are expected to close in the fourth quarter of 2026, subject to the satisfaction of certain closing conditions.
Executive Summary
Revenue for the three months ended June 30, 2026 was $217.7 million, representing 23.7% year-over-year growth as compared to $176.0 million for the three months ended June 30, 2025. Revenue for the six months ended June 30, 2026 was $458.4 million, representing 19.4% year-over-year growth as compared with $384.1 million for the six months ended June 30, 2025. Revenue growth in 2026 was driven by strong execution and continued demand across our core markets, client growth, higher volume and service line expansion along with inorganic growth from acquisitions closed in the second quarter of 2026. There were no large one-time 2026 revenue items, and all of our service lines grew revenues year-over-year.
38
Key Financial and Operational Metrics
We monitor the following key financial and operational metrics to evaluate our business, measure our performance and make strategic decisions:
Revenue
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Revenue (in thousands) | $ | 217,658 | $ | 175,991 | $ | 458,404 | $ | 384,058 | |||||||||||||||
Clients
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Client groups |
13,500 | 11,300 | |||||||||
Client engagements |
23,800 | 20,600 | |||||||||
People Metrics
| June 30, | December 31, | ||||||||||
2026 |
2025 | ||||||||||
| Total employees | 2,690 | 2,296 | |||||||||
| Attrition rate - United States | 15.7 |
% |
14.2 |
% | |||||||
Revenue and Components of Revenue
We generate our revenue from providing tax and financial advisory services to our clients. During the three and six months ended June 30, 2026 and 2025, the substantial majority of our revenue was generated on a time and materials basis and, to a lesser extent, on a fixed fee basis and contingent fee basis. In the future, our revenue and profitability could vary materially depending on changes in the nature of services provided, as well as the stage of performance at which the right to receive fees is finally determined. We provide services in four primary areas:
•Private Client Services. We provide comprehensive tax and financial services for individuals and families, addressing complex client matters such as multigenerational wealth, charitable giving and trust and estate planning.
•Business Tax Services. We offer a broad range of scalable, integrated tax-related consulting and compliance services for businesses, helping organizations with managing their tax planning, compliance and reporting needs.
•Alternative Investment Funds. We deliver comprehensive tax and financial-related services for alternative investment funds, including family offices, funds of funds, hedge funds, private equity funds, venture capital funds and real estate investment trusts.
•Valuation Services. We provide clients with independent valuation expertise that helps clients navigate tax laws and regulations and comply with regulatory requirements.
During the three months ended June 30, 2026, our revenue increased by 23.7% to $217.7 million from $176.0 million during the three months ended June 30, 2025. During the six months ended June 30, 2026, our revenue increased by 19.4% to $458.4 million from $384.1 million during the six months ended June 30, 2025. Revenue consists of professional services revenue and reimbursable expenses, which primarily includes contracted costs from third parties that are billable to clients.
39
Revenue by Service Line
We have built a multidimensional independent advisory firm with the ability to provide differentiated services across tax and financial services to address our clients’ most complex challenges. This is reflected in the revenue contribution of our services lines:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Private Client Services |
47.1% | 49.8% | 49.2 |
% |
49.9 |
% | |||||||||||||||||
| Business Tax Services | 39.2% | 35.5% | 36.2 |
% |
34.9 |
% | |||||||||||||||||
Alternative Investment Funds |
8.1% | 8.5% | 9.4 |
% |
9.7 |
% | |||||||||||||||||
Valuation Services |
5.6% | 6.2% | 5.2 |
% |
5.5 |
% | |||||||||||||||||
The percentage of revenue by service line has largely remained stable over the past five years.
Revenue by Geographic Region
Since our founding, we have expanded our geographic reach across the United States, serving clients from 28 offices as of June 30, 2026. While our offices are primarily situated in major metropolitan areas, our expansive presence across the United States allows us to adapt to regional market fluctuations and capitalize on localized opportunities. Geographic revenue contribution is derived from the assigned office of each employee working on an engagement. This regional allocation typically aligns with the region in which the client is located, but in some cases, the client may be in a region different from the location of the office or employees. In the second quarter of 2026, we also expanded internationally as part of our inorganic growth strategy.
Revenue by region was:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| United States - East | 39.1% | 37.6% | 40.7 | % | 38.8 | % | |||||||||||||||||
| United States - Central | 17.3% | 18.7% | 16.8 | % | 17.8 | % | |||||||||||||||||
| United States - West | 41.1% | 43.7% | 41.3 | % | 43.4 | % | |||||||||||||||||
| International | 2.5% | — | 1.2 | % | — | ||||||||||||||||||
Clients
Client groups will often comprise multiple client engagements with different entities or individuals, such as multiple subsidiaries of an entity, multiple principals within a single private equity fund or multiple individuals or trusts within a single wealthy family. We evaluate our portfolio of client groups and client engagements on a periodic basis using a variety of quality-based metrics and may, from time-to-time, modify, consolidate or discontinue client relationships or client engagements.
Our clients are distributed across a substantial number of individuals, wealthy families and trusts and business enterprises within a wide range of industries, including financial services, consumer products, healthcare, hospitality, manufacturing, pharmaceutical and biotech, private equity, real estate, technology and venture capital. By serving a diverse range of clients across a diverse range of industries, we believe we can capitalize on growth opportunities in expanding sectors while offsetting potential slowdowns in others.
40
People Metrics
Compensation represents the largest portion of our operating expenses. As a result, we monitor our total number of employees and growth in employees:
| As of June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Managing Directors | 349 | 315 | |||||||||
| Non-Managing Directors | 2,341 | 1,905 | |||||||||
| Total Employees | 2,690 | 2,220 | |||||||||
Our workforce, which excludes temporary staff, consists of predominantly client serving professionals, and grew to 2,690 total employees as of June 30, 2026. As of June 30, 2026, our annualized attrition rate, excluding international acquisitions, increased by 1.5 percentage points to 15.7% from 14.2% as of December 31, 2025.
As of June 30, 2026, our workforce had a balanced distribution of tenure, reflecting a blend of experienced professionals and newer talent. Our 2,690 total employees included 349 Managing Directors as of June 30, 2026.
Non-GAAP Financial Measures
We use certain non-GAAP financial measures to supplement our financial measures prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which include EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin ("Non-GAAP Financial Measures"). We believe that the Non-GAAP Financial Measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance. We also believe that the Non-GAAP Financial Measures can enhance an investor’s understanding of our financial and operating performance from period to period, because they exclude certain items relating to income tax expense, interest, depreciation and amortization, equity-based compensation, and transaction costs which are not necessarily reflective of our ongoing operations and performance. However, the Non-GAAP Financial Measures are presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin include that they exclude certain tax payments that may reduce cash available to us, do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future, and do not reflect changes in, or cash requirements for, our working capital needs. Some of the limitations of Adjusted Net Income and Adjusted Net Income Margin include that they exclude the impact of expenses related to transaction activities, certain equity restructuring expenses and certain components of equity-based compensation.
Other companies, including companies in the professional services industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, any of which could reduce the usefulness of our Non-GAAP Financial Measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these Non-GAAP Financial Measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Adjusted Net Income and Adjusted Net Income Margin
We define Adjusted Net Income as net income plus expenses related to transaction activities, including costs related to planned mergers, acquisitions, and business combinations, non-recurring equity restructuring costs and non-cash equity-based compensation expense. We define Adjusted Net Income Margin as Adjusted Net Income divided by revenue. We believe Adjusted Net Income and Adjusted Net Income Margin enhance an investor’s understanding of our financial and operating performance because they exclude transaction-related costs allowing for greater transparency into what measures we use in operating our business and measuring our performance. In addition, these measures enable comparison of financial trends and results between periods.
In the second quarter of 2026, we revised our definition of Adjusted Net Income and Adjusted Net Income Margin to include all non-cash equity-based compensation, and in the last twelve months ended June 30, 2026, non-cash equity-based compensation expenses for LTIP Units and restricted stock units were added to conform to the current presentation. The
41
change is intended to provide a more meaningful measure of our underlying operating performance by excluding equity-based compensation charges which are non-cash in nature and do not reflect our core operating results. The additional adjustments are consistent with our treatment of other equity-based compensation expenses and are intended to provide greater consistency in presentation. We applied the revised definition consistently to current and comparative periods, where applicable, to enhance period-to-period comparability. The impact of the revision is not material to previously disclosed figures.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
We define EBITDA as net income plus income tax expense, interest expense, and depreciation and amortization less interest income. We define Adjusted EBITDA as EBITDA with adjustments to exclude results from expenses related to transaction activities, including costs related to planned mergers, acquisitions, and business combinations, non-cash equity-based compensation expense and non-recurring equity restructuring costs. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.
In the second quarter of 2026, we revised our definition of Adjusted EBITDA and Adjusted EBITDA Margin to include all non-cash equity-based compensation, and in the last twelve months ended June 30, 2026, non-cash equity-based compensation expenses for LTIP Units and restricted stock units were added to conform to the current presentation. The change is intended to provide a more meaningful measure of our underlying operating performance by excluding equity-based compensation charges which are non-cash in nature and do not reflect our core operating results. The additional adjustments are consistent with our treatment of other equity-based compensation expenses and are intended to provide greater consistency in presentation. We applied the revised definition consistently to current and comparative periods, where applicable, to enhance period-to-period comparability. The impact of the revision is not material to previously disclosed figures.
The following table summarizes the Non-GAAP Financial Measures (along with the most directly comparable GAAP measures) for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | Last Twelve Months Ended June 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (10,094) | $ | (95,983) | $ | 7,644 | $ | (45,407) | $ | (77,118) | $ | 42,504 | |||||||||||||||||||||||
Adjusted Net Income(1) |
39,002 | 28,105 | 106,283 | 83,333 | 240,634 | 172,825 | |||||||||||||||||||||||||||||
EBITDA(1) |
(3,255) | (101,840) | 23,925 | (46,096) | (50,876) | 45,005 | |||||||||||||||||||||||||||||
Adjusted EBITDA(1) |
45,960 | 29,678 | 122,793 | 86,855 | 262,954 | 179,549 | |||||||||||||||||||||||||||||
| Revenue | 217,658 | 175,991 | 458,404 | 384,058 | 913,038 | 774,086 | |||||||||||||||||||||||||||||
| Net (Loss) Income Margin | (4.6)% | (54.5)% | 1.7 | % | (11.8) | % | (8.4)% | 5.5 | % | ||||||||||||||||||||||||||
Adjusted Net Income Margin(1) |
17.9% | 16.0% | 23.2 | % | 21.7 | % | 26.4% | 22.3 | % | ||||||||||||||||||||||||||
Adjusted EBITDA Margin(1) |
21.1% | 16.9% | 26.8 | % | 22.6 | % | 28.8% | 23.2 | % | ||||||||||||||||||||||||||
(1)These are non-GAAP financial measures. See below for a reconciliation to the most directly comparable GAAP financial measure.
42
The following table reflects the reconciliation of net (loss) income to Adjusted Net Income and Adjusted Net Income Margin for each of the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | Last Twelve Months Ended June 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (10,094) | $ | (95,983) | $ | 7,644 | $ | (45,407) | $ | (77,118) | $ | 42,504 | |||||||||||||||||||||||
Transaction costs(1) |
935 | 1,959 | 4,984 | 3,392 | 8,970 | 4,985 | |||||||||||||||||||||||||||||
Equity-based compensation: |
|||||||||||||||||||||||||||||||||||
Vesting of Class X Aggregator Units and 2025 pre-IPO profits interest units(2) |
42,268 | 129,559 | 83,372 | 129,559 | 100,501 | 129,559 | |||||||||||||||||||||||||||||
Profits interest units at AT Umbrella LLC ("LTIP Units")(3) |
1,748 | — | 2,648 | — | 2,749 | — | |||||||||||||||||||||||||||||
Restricted stock issued to acquired firms(4) |
846 | — | 846 | — | 846 | — | |||||||||||||||||||||||||||||
Restricted stock units(5) |
3,418 | — | 7,018 | — | 7,601 | — | |||||||||||||||||||||||||||||
Equity restructuring costs(6) |
— | — | — | — | 193,163 | — | |||||||||||||||||||||||||||||
| Income tax effect of adjustments | (119) | (7,430) | (229) | (4,211) | 3,922 | (4,223) | |||||||||||||||||||||||||||||
| Adjusted Net Income | $ | 39,002 | $ | 28,105 | $ | 106,283 | $ | 83,333 | $ | 240,634 | $ | 172,825 | |||||||||||||||||||||||
| Revenue | 217,658 | 175,991 | 458,404 | 384,058 | 913,038 | 774,086 | |||||||||||||||||||||||||||||
| Net (Loss) Income Margin | (4.6%) | (54.5%) | 1.7 | % | (11.8 | %) | (8.4%) | 5.5 | % | ||||||||||||||||||||||||||
Adjusted Net Income Margin |
17.9% | 16.0% | 23.2 | % | 21.7 | % | 26.4% | 22.3 | % | ||||||||||||||||||||||||||
43
The following table is a reconciliation of net (loss) income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for each of the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | Last Twelve Months Ended June 30, | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (10,094) | $ | (95,983) | $ | 7,644 | $ | (45,407) | $ | (77,118) | $ | 42,504 | |||||||||||||||||||||||
| Interest income | (1,497) | (1,030) | (3,376) | (2,230) | (5,312) | (4,854) | |||||||||||||||||||||||||||||
| Interest expense | 5,887 | 104 | 12,121 | 247 | 13,310 | 279 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 2,522 | 2,036 | 4,796 | 4,131 | 9,670 | 8,351 | |||||||||||||||||||||||||||||
Income tax expense (benefit) |
(73) | (6,967) | 2,740 | (2,837) | 8,574 | (1,275) | |||||||||||||||||||||||||||||
| EBITDA | (3,255) | (101,840) | 23,925 | (46,096) | (50,876) | 45,005 | |||||||||||||||||||||||||||||
Transaction costs(1) |
935 | 1,959 | 4,984 | 3,392 | 8,970 | 4,985 | |||||||||||||||||||||||||||||
Equity-based compensation: |
|||||||||||||||||||||||||||||||||||
Vesting of Class X Aggregator Units and 2025 pre-IPO profits interest units(2) |
42,268 | 129,559 | 83,372 | 129,559 | 100,501 | 129,559 | |||||||||||||||||||||||||||||
Profits interest units at AT Umbrella LLC ("LTIP Units")(3) |
1,748 | — | 2,648 | — | 2,749 | — | |||||||||||||||||||||||||||||
Restricted stock issued to acquired firms(4) |
846 | — | 846 | — | 846 | — | |||||||||||||||||||||||||||||
Restricted stock units(5) |
3,418 | — | 7,018 | — | 7,601 | — | |||||||||||||||||||||||||||||
Equity restructuring costs(6) |
— | — | — | — | 193,163 | — | |||||||||||||||||||||||||||||
| Adjusted EBITDA | 45,960 | 29,678 | 122,793 | 86,855 | 262,954 | 179,549 | |||||||||||||||||||||||||||||
| Revenue | 217,658 | 175,991 | 458,404 | 384,058 | 913,038 | 774,086 | |||||||||||||||||||||||||||||
| Net (Loss) Income Margin | (4.6)% | (54.5)% | 1.7 | % | (11.8) | % | (8.4)% | 5.5 | % | ||||||||||||||||||||||||||
| Adjusted EBITDA Margin | 21.1% | 16.9% | 26.8 | % | 22.6 | % | 28.8% | 23.2 | % | ||||||||||||||||||||||||||
(1)Transaction costs include certain legal, accounting and consulting costs incurred related to planned mergers, acquisitions, and business combinations during the three and six months ended June 30, 2026 and certain legal, accounting and consulting costs incurred for public company readiness not eligible for capitalization and related to the planned restructuring during the three and six months ended June 30, 2025.
(2)Equity-based compensation expense associated with the vesting of Class X Aggregator Units consists of non-cash expenses associated with the vesting of Class X Aggregator Units, which were part of the Reorganization Transactions and described in Note 12, “Equity-based Compensation—Class X Aggregator Units” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report. During the three and six months ended June 30, 2026, we recognized $36.2 million and $73.7 million, respectively, of non-cash equity-based compensation expense associated with Class X Aggregator Units in cost of services, and $6.1 million and $9.7 million, respectively, in sales, general and administrative expense.
(3)Profits interest units at AT Umbrella LLC (“LTIP Units”) are exchangeable for Class A common stock from Andersen Group Inc. During the three and six months ended June 30, 2026, we recognized $1.5 million and $2.4 million, respectively, of non-cash equity-based compensation expense associated with LTIP Units in cost of services, and $0.3 million and $0.3 million, respectively, in sales, general and administrative expense.
(4)Restricted stock issued to acquired firms represents shares of Class A common stock subject to a service period of 5 years. During each of the three and six months ended June 30, 2026, we recognized $0.8 million of non-cash equity-based compensation expense associated with restricted stock issued to acquired firms in cost of services.
(5)Restricted stock units granted to employees are subject to a vesting service period of 6 years. During the three and six months ended June 30, 2026, we recognized $2.7 million and $5.5 million, respectively, of non-cash equity-based compensation expense associated with restricted stock units issued to employees in cost of services, and $0.7 million and $1.5 million, respectively, in sales, general and administrative expense.
44
(6)In connection with the Reorganization Transactions, we incurred certain equity restructuring expenses as a result of the exchange of historical equity interests of the Management Holdcos for new Class H Aggregator Units and/or the combination of Class X Aggregator Units and Member Notes. The expense for these were incurred in December 2025.
Components of Our Results of Operations
Revenue
The substantial majority of our revenue is recognized on a time and materials basis. Each of our professionals is assigned an hourly billing rate based on several factors, such as classification, experience level, location, market conditions, area of expertise, and service line. Time related to the performance of all services is maintained in a time and billing system. However, we may enter into service arrangements that are not based on a time and materials basis, such as fixed price or contingent fee arrangements, although to date such arrangements have not represented a material portion of our revenue. Our engagements may also provide for adjustments, refunds, or discounts under specific circumstances that are reflected in the transaction price.
Our busiest periods typically align with U.S. tax filing deadlines, particularly the months leading up to March 15th for corporate tax filings, April 15th for individual tax filings, and the extension deadlines in September and October. During these peak times, we typically experience a substantial increase in client engagements and workload, which has historically driven an increase in billable hours and revenue in the first and third quarters of the year.
Operating Expenses
Our operating expenses consist of the following:
Cost of Services
Cost of services primarily consist of direct expenses related to the production of deliverables under client assignments. This includes personnel costs for revenue-generating personnel, such as wages, equity-based compensation, benefits and incentive compensation, and sub-consultant costs, software costs and an allocation of non-personnel costs such as occupancy costs.
Sales, General and Administrative
Sales, general and administrative expenses primarily consist of personnel costs such as wages, equity-based compensation, benefits and incentive compensation related to support and administrative functions, and non-personnel costs such as professional fees, business development, occupancy, advertising, recruiting and training costs.
Equity-Based Compensation
In connection with the IPO and the Reorganization Transactions, we incurred substantial equity-based compensation expense with respect to (1) RSUs and Aggregator LTIP Units that we granted in connection with the IPO, (2) the exchange of the profits interest units granted in 2025 for unvested Class X Aggregator Units as part of the Reorganization Transactions, and (3) the exchange of Management Holdco units for unvested Class X Aggregator Units as part of the Reorganization Transactions. We expect to incur equity-based compensation expense with respect to equity-based awards we intend to grant in the future, including RSUs under our equity incentive plan and Aggregator LTIP Units. Our equity-based compensation is described further in Note 12, “Equity-based Compensation” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.
Depreciation and Amortization
Depreciation and amortization primarily consist of depreciation and amortization of our property and equipment, software and acquired intangible assets.
Interest Income
Interest income consists of interest earned on cash and cash equivalent balances, investments in held-to-maturity debt securities, and notes receivable from related parties.
45
Interest Expense
Interest expense consists primarily of interest related to the Capital Account Notes and the Holdover Note. We expect to incur lower interest expense in the future related to the Capital Account Notes and the Holdover Note as principal amounts are paid down.
Other Income, Net
Other income, net consists primarily of sublease income and license fee income.
Income Tax Expense
Income tax expense consists primarily of current and deferred income tax.
Net Income Attributable to Noncontrolling Interest
Net income attributable to noncontrolling interest reflects the income earned or loss incurred attributable to the equity interest Aggregator has in our AT Umbrella LLC subsidiary. See Note 1, “Organization and Business Description” and Note 2, "Summary of Significant Accounting Policies" to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for further information. Net income attributable to Andersen Group Inc. represents the income attributable to the shareholders of Andersen Group Inc.
Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table summarizes our consolidated results of operations for the three months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Revenue | $ | 217,658 | $ | 175,991 | $ | 41,667 | 23.7 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of services (excluding depreciation and amortization) | 173,554 | 225,243 | (51,689) | (22.9) | |||||||||||||||||||
| Sales, general and administrative | 50,504 | 53,879 | (3,375) | (6.3) | |||||||||||||||||||
| Depreciation and amortization | 2,522 | 2,036 | 486 | 23.9 | |||||||||||||||||||
| Total operating expenses | 226,580 | 281,158 | (54,578) | (19.4) | |||||||||||||||||||
| Operating loss | (8,922) | (105,167) | 96,245 | NM | |||||||||||||||||||
| Interest income | 1,497 | 1,030 | 467 | 45.3 | |||||||||||||||||||
| Interest expense | (5,887) | (104) | (5,783) | NM | |||||||||||||||||||
| Other income, net | 3,145 | 1,291 | 1,854 | 143.6 | |||||||||||||||||||
| Loss before income tax benefit | (10,167) | (102,950) | 92,783 | NM | |||||||||||||||||||
| Income tax benefit | (73) | (6,967) | 6,894 | NM | |||||||||||||||||||
| Net loss | $ | (10,094) | $ | (95,983) | $ | 85,889 | NM | ||||||||||||||||
| Less: net loss attributable to noncontrolling interest | $ | (9,086) | |||||||||||||||||||||
| Net loss attributable to Andersen Group Inc. | $ | (1,008) | |||||||||||||||||||||
(1) NM—fluctuation in terms of percentage change is not meaningful.
46
The following table sets forth our consolidated results of operations expressed as a percentage of revenue:
| Three Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | 100 | % | 100 | % | |||||||
| Operating expenses: | |||||||||||
| Cost of services (excluding depreciation and amortization) | 79.7 | 128.0 | |||||||||
| Sales, general and administrative | 23.2 | 30.6 | |||||||||
| Depreciation and amortization | 1.2 | 1.2 | |||||||||
| Total operating expenses | 104.1 | 159.8 | |||||||||
| Operating loss | (4.1) | (59.8) | |||||||||
| Interest income | 0.7 | 0.6 | |||||||||
| Interest expense | (2.7) | (0.1) | |||||||||
| Other income, net | 1.4 | 0.7 | |||||||||
| Loss before income tax benefit | (4.7) | (58.5) | |||||||||
| Income tax benefit | 0.0 | (4.0) | |||||||||
| Net loss | (4.6)% | (54.5)% | |||||||||
| Less: net loss attributable to noncontrolling interest | (4.2) | ||||||||||
| Net loss attributable to Andersen Group Inc. | (0.5)% | ||||||||||
Revenue
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Revenue | $ | 217,658 | $ | 175,991 | $ | 41,667 | 23.7% | ||||||||||||||||
Our revenue during the three months ended June 30, 2026 increased by $41.7 million, or 23.7%, to $217.7 million, compared to $176.0 million during the three months ended June 30, 2025. Revenue growth was broad-based across all service lines, driven by client additions, higher volume, and service line expansion during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Inorganic growth also contributed $5.5 million to the increase in revenue during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Operating Expenses
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Cost of services (excluding depreciation and amortization) | $ | 173,554 | $ | 225,243 | $ | (51,689) | (22.9)% | ||||||||||||||||
| Sales, general and administrative | 50,504 | 53,879 | (3,375) | (6.3) | |||||||||||||||||||
| Depreciation and amortization | 2,522 | 2,036 | 486 | 23.9 | |||||||||||||||||||
| Total operating expenses | $ | 226,580 | $ | 281,158 | $ | (54,578) | (19.4)% | ||||||||||||||||
Cost of services
Our cost of services during the three months ended June 30, 2026 decreased by $51.7 million, or 22.9%, to $173.6 million compared to $225.2 million during the three months ended June 30, 2025. The decrease in cost of services was primarily attributable to a large one-time expense related to pre-IPO profits interest units during the three months ended June 30, 2025 of $104.5 million. We incurred $41.2 million in non-cash equity-based compensation in the second quarter of 2026 resulting from Class X Aggregator Units, LTIP Units, RSUs and restricted shares of Class A common stock granted. This decrease was offset partly by organic and inorganic growth. Cost of services as a percentage of revenue decreased period-over-period from 128.0% during the three months ended June 30, 2025 to 79.7% for the three months ended June 30, 2026.
47
Sales, general and administrative
Our sales, general and administrative expenses during the three months ended June 30, 2026 decreased by $3.4 million, or 6.3%, to $50.5 million compared to $53.9 million during the three months ended June 30, 2025. The decrease was primarily related to equity-based compensation costs. We incurred $25.0 million of equity based compensation expense related to pre-IPO profits interest units during the three months ended June 30, 2025. During the three months ended June 30, 2026, we incurred expenses of $7.1 million resulting from grants of equity-based compensation. This decrease was offset partly by increased legal expenses as the three months ended June 30, 2025 incurred a gain on a reversal of a legal accrual of $9.5 million. Sales, general and administrative costs as a percentage of revenue decreased period-over-period from 30.6% for the three months ended June 30, 2025 to 23.2% for the three months ended June 30, 2026.
Depreciation and amortization
Our depreciation and amortization expenses during the three months ended June 30, 2026 increased by $0.5 million or 23.9%, to $2.5 million compared to $2.0 million during the three months ended June 30, 2025. Depreciation and amortization costs as a percentage of revenue remained consistent period-over-period at 1.2%.
Interest Income
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Interest income | $ | 1,497 | $ | 1,030 | $ | 467 | 45.3% | ||||||||||||||||
Interest income during the three months ended June 30, 2026 increased by $0.5 million, or 45.3%, to $1.5 million, compared to $1.0 million during the three months ended June 30, 2025. The increase in interest income is attributable to higher average balances held in interest-bearing cash and investment accounts.
Interest Expense
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Interest expense | $ | 5,887 | $ | 104 | $ | 5,783 | NM | ||||||||||||||||
Interest expense for the three months ended June 30, 2026 was approximately $5.9 million, and was $0.1 million for the three months ended June 30, 2025. The increase was attributable to the Capital Account Notes and Holdover Note incurred in connection with the IPO and Reorganization Transactions described in Note 1, “Organization and Business Description” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.
Other Income, Net
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Other income, net | $ | 3,145 | $ | 1,291 | $ | 1,854 | 143.6 | % | |||||||||||||||
Other income, net during the three months ended June 30, 2026 increased by $1.9 million, or 143.6%, to $3.1 million, compared to $1.3 million during the three months ended June 30, 2025. The increase was primarily attributable to a gain on bargain purchase recognized during the three months ended June 30, 2026 of $1.4 million.
48
Income Tax Benefit
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
Income tax benefit |
$ | (73) | $ | (6,967) | $ | 6,894 | NM | ||||||||||||||||
For the three months ended June 30, 2026 and 2025, we recorded an income tax benefit of $0.1 million and $7.0 million, respectively, on pre-tax loss of $10.2 million and $103.0 million respectively. Our effective tax rate for the three months ended June 30, 2026 was 0.7% compared to 6.8% for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 differed from the U.S. statutory rate of 21.0% primarily due to non-controlling interest as Andersen Group Inc. is only subject to income tax on its allocable share of partnership income from AT Umbrella LLC and state and local income taxes. The effective tax rate for the three months ended June 30, 2025 differed from the U.S. statutory rate of 21.0% primarily related to income not subject to entity level tax as we were taxed as a partnership and compensation expense recorded for accounting purposes related to profit interest units that are not deductible for tax purposes and certain state and local entity level taxes.
As of June 30, 2026, our conclusion regarding the realizability of our US deferred tax assets did not change and we continued to conclude that substantially all of its investment in AT Umbrella LLC is not realizable on a more-likely-than-not basis as the investment in AT Umbrella LLC is capital in nature.
Net Loss Attributable to Noncontrolling Interest
The net loss attributable to the noncontrolling interest of AT Umbrella LLC for the three months ended June 30, 2026 was $9.1 million, which was 88.1% of the earnings of AT Umbrella LLC for the three months ended June 30, 2026.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table summarizes our consolidated results of operations for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Revenue | $ | 458,404 | $ | 384,058 | $ | 74,346 | 19.4 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Cost of services (excluding depreciation and amortization) |
339,935 | 343,206 |
(3,271) | (1.0) | |||||||||||||||||||
| Sales, general and administrative | 98,515 | 89,241 |
9,274 | 10.4 | |||||||||||||||||||
| Depreciation and amortization | 4,796 | 4,131 |
665 | 16.1 | |||||||||||||||||||
| Total operating expenses | 443,246 | 436,578 | 6,668 | 1.5 | |||||||||||||||||||
| Operating income (loss) | 15,158 | (52,520) | 67,678 | NM | |||||||||||||||||||
| Interest income | 3,376 | 2,230 |
1,146 | 51.4 | |||||||||||||||||||
| Interest expense | (12,121) | (247) |
(11,874) | NM | |||||||||||||||||||
| Other income, net | 3,971 | 2,293 |
1,678 | 73.2 | |||||||||||||||||||
| Income (loss) before income tax expense (benefit) | 10,384 | (48,244) | 58,628 | NM | |||||||||||||||||||
| Income tax expense (benefit) | 2,740 | (2,837) | 5,577 | NM | |||||||||||||||||||
| Net income (loss) | $ | 7,644 | $ | (45,407) | $ | 53,051 | NM | ||||||||||||||||
| Less: net income attributable to noncontrolling interest | $ | 8,158 | |||||||||||||||||||||
| Net loss attributable to Andersen Group Inc. | $ | (514) | |||||||||||||||||||||
(1) NM—fluctuation in terms of percentage change is not meaningful.
49
The following table sets forth our consolidated results of operations expressed as a percentage of revenue:
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | 100 | % | 100 | % | |||||||
| Operating expenses: | |||||||||||
Cost of services (excluding depreciation and amortization) |
74.2 | 89.4 | |||||||||
| Sales, general and administrative | 21.5 | 23.2 | |||||||||
| Depreciation and amortization | 1.0 | 1.1 | |||||||||
| Total operating expenses | 96.7 | 113.7 | |||||||||
| Operating income (loss) | 3.3 | (13.7) | |||||||||
| Interest income | 0.7 | 0.6 | |||||||||
| Interest expense | (2.6) | (0.1) | |||||||||
| Other income, net | 0.9 | 0.6 | |||||||||
| Income (loss) before income tax expense (benefit) | 2.3 | (12.6) | |||||||||
| Income tax expense (benefit) | 0.6 | (0.7) | |||||||||
| Net income (loss) | 1.7% | (11.8)% | |||||||||
| Less: net income attributable to noncontrolling interest | 1.8 | ||||||||||
| Net loss attributable to Andersen Group Inc. | (0.1)% | ||||||||||
Revenue
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Revenue | $ | 458,404 | $ | 384,058 | $ | 74,346 | 19.4 | % | |||||||||||||||
Our revenue during the six months ended June 30, 2026 increased by $74.3 million, or 19.4%, to $458.4 million, compared to $384.1 million during the six months ended June 30, 2025. Revenue growth was broad-based across all service lines, driven by client additions, higher volume, and service line expansion during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Inorganic growth also contributed $5.5 million to the increase in revenue during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Operating Expenses
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Cost of services (excluding depreciation and amortization) | $ | 339,935 | $ | 343,206 | $ | (3,271) | (1.0)% | ||||||||||||||||
| Sales, general and administrative | 98,515 | 89,241 | 9,274 | 10.4 | |||||||||||||||||||
| Depreciation and amortization | 4,796 | 4,131 | 665 | 16.1 | |||||||||||||||||||
| Total operating expenses | $ | 443,246 | $ | 436,578 | $ | 6,668 | 1.5% | ||||||||||||||||
Cost of services
Our cost of services during the six months ended June 30, 2026 decreased by $3.3 million, or 1.0%, to $339.9 million compared to $343.2 million during the six months ended June 30, 2025. The decrease in cost of services was primarily attributable to the decrease in non-cash equity-based compensation in the second quarter of 2026 compared to the six months ended June 30, 2025, which had a large one-time expense incurred of $104.5 million related to pre-IPO profits interest units. This was offset partially by an increase in other personnel costs as a result of the organic and inorganic growth in the business and an increase in billable expenses from the growth in consulting client engagements. Cost of services as a percentage of revenue decreased period-over-period from 89.4% during the six months ended June 30, 2025 to 74.2% for the six months ended June 30, 2026.
50
Sales, general and administrative
Our sales, general and administrative expenses during the six months ended June 30, 2026 increased by $9.3 million, or 10.4%, to $98.5 million compared to $89.2 million during the six months ended June 30, 2025. The increase was primarily related to a large one-time reversal of a $9.5 million legal accrual in 2025 that did not recur in 2026. Sales, general and administrative costs as a percentage of revenue decreased period-over-period from 23.2% for the six months ended June 30, 2025 to 21.5% for the six months ended June 30, 2026.
Depreciation and amortization
Our depreciation and amortization expenses during the six months ended June 30, 2026 increased by $0.7 million or 16.1%, to $4.8 million compared to $4.1 million during the six months ended June 30, 2025. Depreciation and amortization costs as a percentage of revenue remained relatively consistent period-over-period at 1.0% compared to 1.1%.
Interest Income
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Interest income | $ | 3,376 | $ | 2,230 | $ | 1,146 | 51.4% | ||||||||||||||||
Interest income during the six months ended June 30, 2026 increased by $1.1 million, or 51.4%, to $3.4 million, compared to $2.2 million during the six months ended June 30, 2025. The increase in interest income is attributable to higher average balances held in interest-bearing cash and investment accounts.
Interest Expense
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Interest expense | $ | 12,121 | $ | 247 | $ | 11,874 | NM | ||||||||||||||||
Interest expense for the six months ended June 30, 2026 was approximately $12.1 million, and was $0.2 million for the six months ended June 30, 2025. The increase was attributable to the Capital Account Notes and Holdover Note incurred in connection with the IPO and Reorganization Transactions described in Note 1, “Organization and Business Description” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.
Other Income, Net
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||
| Other income, net | $ | 3,971 | $ | 2,293 | $ | 1,678 | 73.2 | % | |||||||||||||||
Other income, net during the six months ended June 30, 2026 increased by $1.7 million, or 73.2%, to $4.0 million, compared to $2.3 million during the six months ended June 30, 2025. The increase was primarily attributable to a gain on bargain purchase recognized during the six months ended June 30, 2026 of $1.4 million.
51
Income Tax Expense (Benefit)
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Income tax expense (benefit) | $ | 2,740 | $ | (2,837) | $ | 5,577 | NM | ||||||||||||||||
For the six months ended June 30, 2026 and 2025, we recorded an income tax provision of $2.7 million and an income tax benefit of $2.8 million, respectively, on pre-tax income of $10.4 million and pre-tax loss of $48.2 million respectively. Our effective tax rate for the six months ended June 30, 2026 was 26.4% compared to 5.9%, for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2026 differed from the U.S. statutory rate of 21.0% primarily due to non-controlling interest as Andersen Group Inc. is only subject to income tax on its allocable share of partnership income from AT Umbrella LLC and state and local income taxes. The effective tax rate for the six months ended June 30, 2025 differed from the U.S. statutory rate of 21.0% primarily related to income not subject to entity level tax as we were taxed as a partnership and compensation expense recorded for accounting purposes related to profit interest units that are not deductible for tax purposes and certain state and local entity level taxes.
As of June 30, 2026, our conclusion regarding the realizability of our US deferred tax assets did not change and we continued to conclude that substantially all of its investment in AT Umbrella LLC is not realizable on a more-likely-than-not basis as the investment in AT Umbrella LLC is capital in nature.
Net Income Attributable to Noncontrolling Interest
The net income attributable to the noncontrolling interest of AT Umbrella LLC for the six months ended June 30, 2026 was $8.2 million, which was 89.1% of the earnings of AT Umbrella LLC for the six months ended June 30, 2026.
Liquidity and Capital Resources
Historically, we have generated sufficient cash to fund our operations, capital expenditures and discretionary funding needs through cash generated from our operating activities. As of June 30, 2026, cash and cash equivalents were $175.6 million and investments in treasury securities were $2.1 million.
Working capital, which we define as current assets less current liabilities, was $220.0 million as of June 30, 2026, compared to $216.2 million as of December 31, 2025, an increase of $3.7 million. The increase was primarily driven by cash provided by operating activities of $65.8 million offset by principal payments on long-term debt and cash paid for business combinations. Working capital is not a measure defined under U.S. GAAP and may not be comparable to similarly titled measures used by other companies.
Our expected liquidity needs may be impacted by discretionary investments, acquisitions and business combinations that we could pursue in the future. However, we could raise additional funds through public or private debt or equity financings in the future to, among other things:
•purchase, redeem or exchange shares;
•pay dividends;
•acquire businesses;
•expand geographically; or
•invest in developing new services.
We believe that our existing cash and cash equivalents and cash flows from operations will be sufficient to meet our current and longer-term working capital, investments and other general corporate funding requirements. Substantially all of our cash is held in the United States where there are no significant regulatory restrictions or material tax effects on the free flow of funds among entities in our corporate structure.
Our working capital management primarily relates to trade accounts receivable, accounts payable, and incentive-based compensation and other assets typically related to activities in the normal course of our business operations. At any specific point in time, working capital is subject to many variables, including seasonality and the timing of cash receipts and payments.
52
Tax Receivable Agreement
In connection with the Reorganization Transactions, we entered into a Tax Receivable Agreement (TRA) with certain pre-IPO owners. Under the TRA, we are required to pay to Aggregator 85% of the cash tax savings, if any, that we realize or are deemed to realize as a result of (i) increases in tax basis of AT Umbrella LLC’s assets resulting from purchases or exchanges of Class X Umbrella Units for our Class A common stock and (ii) certain other tax benefits, including payments made under the TRA. The TRA includes assumptions that may result in payments exceeding actual tax savings.
These payment obligations are expected to be significant and could reduce the amount of cash available for general corporate purposes, negatively impacting our liquidity. In the event of insufficient cash resources, unpaid amounts will accrue interest until paid.
Our obligations under the TRA could have a material adverse effect on our financial condition and may limit our ability to deploy cash for other strategic purposes. We might need to incur debt to finance payments under the TRA to the extent our cash resources are insufficient and there can be no assurance that we will be able to finance our obligations.
We have not yet incurred a liability in connection with the TRA.
Distributions
During the six months ended June 30, 2026, we paid distributions to Aggregator of $41.9 million related to members' tax obligations, members’ undistributed capital and allocated income declared prior to the IPO and Reorganization Transactions.
The AT Umbrella LLC Agreement requires cash distributions to the holders of economic interests in AT Umbrella LLC (including holders of Class X Umbrella Units, LTIP Units, the Capital Account Notes and the Holdover Note) for purposes of funding their (or in the case of Aggregator, its members’) tax obligations in respect of the taxable income of AT Umbrella LLC that is allocated to them. During the six months ended June 30, 2026, AT Umbrella LLC paid distributions to Aggregator of $41.7 million in satisfaction of member tax liabilities.
Promissory Notes
In connection with the Reorganization Transactions, AT Umbrella LLC issued two types of promissory notes to Aggregator representing (1) the Holdover Note and (2) the Capital Account Notes. The Holdover Note was issued at an initial principal amount of $162.3 million and accrues interest at 7.63% payable over eight years. The Capital Account Notes were issued at an aggregate initial principal amount of $187.8 million and accrue interest between 6.31% to 7.50% payable over two to seven years.
At June 30, 2026, the Holdover Note and Capital Account Notes have an aggregate principal balance of $301.2 million. See Note 9, “Long-Term Debt” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for further information.
Credit Facility
Revolving Line of Credit
We previously maintained a $20.0 million revolving line of credit (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. ("JPMorgan"), which was collateralized by substantially all the assets of the Company. The Credit Agreement expired on June 30, 2026 in accordance with its terms and was not renewed. As such, no amount was outstanding on this line of credit as of June 30, 2026. As of December 31, 2025, we had one outstanding standby letter of credit of $1.3 million and no cash borrowings under the Credit Agreement.
Revolving Credit Facility
In June 2026, we entered into a new credit agreement ("New Credit Agreement") with JPMorgan Chase Bank, N.A. (“JPMorgan”) which provides for up to $50.0 million asset-based revolving credit facility (the "Revolving Credit Facility"). Borrowing availability under the Revolving Credit Facility is determined by reference to an asset-based borrowing base, which includes up to 85% of certain accounts receivable, as reduced by certain reserves. The Revolving
53
Credit Facility matures in June 2029 and may be used for general corporate purposes, refinancing of existing debt, permitted acquisitions, and ongoing working capital needs.
The Revolving Credit Facility includes a sublimit of $5.0 million for letters of credit, and the interest rate for cash borrowings equal to Term Secured Overnight Financing Rate ("SOFR") plus 1.75%. As of June 30, 2026, we had outstanding standby letters of credit of $1.3 million. We had no cash borrowings as of June 30, 2026. Our outstanding letter of credit is subject to a commitment fee of 0.25% per annum. These fees are included in sales, general and administrative expenses and are immaterial for the three and six months ended June 30, 2026.
The New Credit Agreement includes certain financial and liquidity covenants. The New Credit Agreement includes a springing minimum fixed charge coverage ratio (“FCCR”) requirement of 1.00x, tested monthly on a trailing twelve-month basis, that becomes effective if borrowing availability falls below 25% of the line cap (with a $6.0 million floor). We may make discretionary distributions, earnout payments, and subordinated debt principal payments only if: (i) pro forma availability exceeds 20% of the line cap (with a $4.5 million floor) and pro forma FCCR is 1.00x, or pro forma availability exceeds 25% of the line cap (with a $6.0 million floor); (ii) no existing or pro forma default exists; and (iii) the Lenders have received notice that the payment conditions are satisfied.
Permitted acquisitions are subject to the following conditions: (A) for domestic acquisitions, total consideration does not exceed $25 million; (B) for foreign acquisitions during an undrawn period, total consideration does not exceed $15 million per transaction and $75 million in the aggregate per annum; (C) for foreign acquisitions during a drawn period, total consideration does not exceed $15 million per transaction and $75 million in the aggregate per annum; (D) no existing or pro forma event of default exists; and (E) standard acquisition documentation and certifications are provided to JPMorgan.
During the three and six months ended June 30, 2026, we had no uncured events of default with respect to the financial covenants required by the New Credit Agreement.
See Note 9, “Long-Term Debt” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for further information.
Cash Flows for the Six Months Ended June 30, 2026 and 2025
Cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and 2025 were as follows:
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| ($ in thousands) | |||||||||||||||||||||||
| Net cash flows provided by operating activities | $ | 65,815 | $ | 61,875 | $ | 3,940 | 6.4 | % | |||||||||||||||
| Net cash flows (used in) provided by investing activities | (6,692) | 15,604 | (22,296) | (142.9) | |||||||||||||||||||
| Net cash flows used in financing activities | (133,724) | (86,527) | (47,197) | 54.5 | |||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (48) | — | (48) | NM | |||||||||||||||||||
| Change in cash and cash equivalents | $ | (74,649) | $ | (9,048) | |||||||||||||||||||
Operating Activities
Net cash flows provided by operating activities were $65.8 million during the six months ended June 30, 2026 compared to net cash flows provided by operating activities of $61.9 million during the six months ended June 30, 2025, an increase of $3.9 million. The increase was driven by an increase in net income during the six months ended June 30, 2026 to $7.6 million compared to a net loss of $45.4 million during the six months ended June 30, 2025 and offset by lower equity-based compensation added back during the six months ended June 30, 2026.
54
Investing Activities
Net cash flows used in investing activities were $6.7 million during the six months ended June 30, 2026 compared to net cash provided by investing activities of $15.6 million during the six months ended June 30, 2025, a decrease of $22.3 million. The decrease was primarily driven by increased capital expenditures during the six months ended June 30, 2026 and fewer proceeds from maturity of investments.
Financing Activities
Net cash flows used in financing activities were $133.7 million during the six months ended June 30, 2026 compared to $86.5 million during the six months ended June 30, 2025, an increase of $47.2 million. The increase was driven primarily by principal payments of $48.9 million on the Capital Account Notes and the Holdover Note during the six months ended June 30, 2026.
Critical Accounting Estimates
Our critical accounting estimates are disclosed in the Critical Accounting Estimates section in Part II, “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2025. Since December 31, 2025, there have been no material changes to our critical accounting estimates, except as follows:
Business Combinations
We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not we have acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. If determined to be a business combination, we account for the transaction under the acquisition method of accounting, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, we recognize assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities, and noncontrolling interest in the acquiree based on the fair value estimates as of the date of acquisition. In accordance with ASC 805, Business Combinations, we recognize and measure goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. In cases where the fair value of identified net assets acquired exceeds consideration paid, we recognize a gain on bargain purchase.
The consideration for our business acquisitions may include future payments that are contingent upon the occurrence of a particular event or events. The obligations for such contingent consideration payments are recorded at fair value on the acquisition date. The contingent consideration obligations are then evaluated each reporting period. Changes in the fair value of contingent consideration, other than changes due to payments, are recognized as a gain or loss and recorded within other income (expense) in the unaudited condensed consolidated statements of operations.
If determined to be an asset acquisition, we account for the transaction under ASC 805-50, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration transferred. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration transferred) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values.
Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. We generally obtain the assistance of a valuation specialist in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions
55
are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.
Determining the useful lives of intangible assets also requires judgment. Acquired intangible assets such as customer relationships are expected to have determinable useful lives. The estimates of the useful lives of definite-lived intangible assets are primarily based upon historical experience, the competitive and macroeconomic environment, and our operating plans. The costs of definite-lived intangibles are amortized to expense over their estimated life.
Contractual Obligations and Commitments
Operating Leases
Our operating lease commitments include corporate office space. As of June 30, 2026, we have recorded lease liabilities associated with lease payment obligations of $113.1 million, with $9.7 million considered current and the remainder noncurrent.
Andersen Global Commitments
Management of Andersen Global has established a program to allocate certain global management, business development and other costs to its member firms. We fund these costs on behalf of Andersen Global and allocate a portion to be reimbursed by non-U.S. member firms. Our sales, general and administrative expenses in the unaudited condensed consolidated statements of operations include amounts for our share of cost allocations for Andersen Global with respect to global business development initiatives. As of June 30, 2026 and December 31, 2025, amounts due from member firms related to the program included in prepaid expenses and other current assets were $12.9 million and $4.3 million, respectively, and amounts due to member firms related to the program included in other current liabilities were $5.3 million and $0.6 million, respectively. See Note 14, “Transactions with Related Parties—Andersen Global Commitments” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional details.
Other Commitments
We are party to an agreement to use certain professional services training facilities (the Training Center Agreement) for a limited number of days per year. The minimum future commitment as of June 30, 2026 under the Training Center Agreement is approximately $4.3 million through 2030.
During 2024 and 2025, we signed commitments for software licenses for certain financial accounting systems and cloud hosting services. The contracts require minimum payments of $13.9 million through 2031.
See Note 15, “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional details on our commitments.
56
Item 3.Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to the information disclosed in the Quantitative and Qualitative Disclosures About Market Risk section in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 27, 2026.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a‑15(b) under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due to the material weaknesses described in Part II, “Item 9A “Controls and Procedures” in the 2025 Annual Report on Form 10-K, which continue to exist as of June 30, 2026. For additional information on our disclosure controls and procedures, reference the sections titled "Previously Reported Material Weaknesses in Internal Control Over Financial Reporting" and "Efforts to Address Previously Identified Material Weaknesses" in Part II, Item 9A “Controls and Procedures” of the 2025 Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Emerging Growth Company Status
We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, and therefore are not required to provide an attestation report of our independent registered public accounting firm on internal control over financial reporting pursuant to Section 404(b) of the Sarbanes‑Oxley Act of 2002.
57
PART II
Item 1.Legal Proceedings
We are currently involved in, and may in the future be involved in, actual and threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our business that cover a wide range of matters, including errors and omissions, intellectual property, data privacy and data protection, torts, securities, labor and employment and contractual rights.
Although the results of the actual and threatened legal proceedings, claims, investigations and government inquiries in which we currently are involved cannot be predicted with certainty, we do not believe that there is a reasonable possibility that the final outcome of these matters will have a material adverse effect on our business or financial results. Regardless of the outcome, however, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our reputation and brand and other factors. For additional information on risks relating to litigation, reference Part I, Item 1A "Risk Factors—Risks Related to Our Business, Operations and Industry"—If we were to be held liable for alleged errors, omissions, illegal practices or other misconduct in providing our services to clients, our brand and reputation could be harmed and we could incur significant costs, which may exceed available insurance, if any, and which could harm our business” and "Risk Factors—Risks Related to Our Business, Operations and Industry"—Adverse judgments or settlements in legal disputes could result in monetary damages or injunctive relief that could damage our reputation and materially affect our results of operations” in the 2025 Annual Report on Form 10-K.
Item 1A.Risk Factors
For a discussion of the risk factors affecting us, see Part I, Item 1A "Risk Factors" in the 2025 Annual Report on Form 10-K.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
In April 2026, we issued 707,823 shares of our Class B common stock to Andersen Aggregator LLC in connection with certain LTIP Unit grants made to certain Managing Directors. The shares of Class B common stock described above were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act on the basis that the transactions did not involve a public offering. No underwriters were involved in the transactions.
In May 2026, we closed the acquisition of tax firms in Ireland and New Zealand, a tax firm and a consulting firm in Nigeria, and a tax firm and a law firm in Uruguay (collectively, the "May Transactions"). In addition, our previously announced business combination in Canada and acquisition of a tax firm in Switzerland both closed in July 2026 (collectively, the "July Transactions" and together with the May Transactions, the "Closed Transactions"). As consideration for the Closed Transactions, we issued a total of 822,214 shares of Class A common stock for the May Transactions, and issued 108,517 shares of Class A common stock for the Canada Transaction and issued 32,554 shares of Class A common stock for the Switzerland acquisition (the “Consideration Shares”). The Consideration Shares were valued at $27.8 million for accounting purposes. For more detail regarding these transactions, see Note 18 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The sale and issuance of the Consideration Shares were made pursuant to transactions not involving an underwriter, and were not or will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), as applicable, in reliance upon Regulation S of the Securities Act.
Use of Proceeds from Public Offering of Class A Common Stock
On December 18, 2025, we closed our IPO in which we issued and sold 12,650,000 shares of our Class A common stock, which included the exercise in full by the underwriters of their option to purchase 1,650,000 shares of Class A common stock at a public offering price of $16.00 per share. We received net proceeds of $188.2 million, net of underwriting discounts and commissions of $14.2 million, but before deducting offering costs of $9.9 million.
We currently intend to use the net proceeds from our IPO (including net proceeds received if the underwriters exercise their over-allotment option in full) to acquire a number of newly issued Class X Umbrella Units equal to the number of shares of Class A common stock issued in the IPO from AT Umbrella LLC, at a purchase price per Class X Umbrella Unit equal to the initial public offering price of Class A common stock after deducting underwriting discounts and commissions. We currently intend to cause AT Umbrella LLC to use the proceeds it receives from the sale of Class X Umbrella Units to us to pay fees and expenses of approximately $9.6 million in connection with the IPO and the reorganization transactions and for other general corporate purposes. We also intend to cause AT Umbrella LLC to use the net proceeds for
58
investments in technology, infrastructure, training and strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies. Pending other use of the net proceeds from the IPO, we intend to invest the net proceeds of our IPO in a variety short-term, interest-bearing, investment-grade securities and government securities.
Item 3.Defaults Upon Senior Securities
None.
Item 4.Mine Safety Disclosures
None.
Item 5.Other Information
Trading Arrangements
During the quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
59
Item 6.Exhibits
| Incorporated by Reference | |||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |||||||||||||||||
10.1 |
8-K |
001-43014 |
10.1 |
June 29, 2026 |
|||||||||||||||||||
10.2 |
8-K |
001-43014 |
10.2 |
June 29, 2026 |
|||||||||||||||||||
10.3 |
8-K |
001-43014 |
10.3 |
June 29, 2026 |
|||||||||||||||||||
10.4 |
X | ||||||||||||||||||||||
31.1 |
X | ||||||||||||||||||||||
31.2 |
X | ||||||||||||||||||||||
32.1* |
X | ||||||||||||||||||||||
32.2* |
X | ||||||||||||||||||||||
101.INS |
XBRL Instance Document |
X | |||||||||||||||||||||
101.SCH |
XBRL Taxonomy Extension Schema |
X | |||||||||||||||||||||
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase |
X | |||||||||||||||||||||
101.DEF |
XBRL Taxonomy Extension Definition Linkbase |
X | |||||||||||||||||||||
60
101.LAB |
XBRL Taxonomy Extension Label Linkbase |
X | |||||||||||||||||||||
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase |
X | |||||||||||||||||||||
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
X | |||||||||||||||||||||
* The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates them by reference.
61
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Andersen Group Inc. |
|||||||||||
August 12, 2026 |
By: |
/s/ Mark Vorsatz |
|||||||||
Mark Vorsatz |
|||||||||||
Chief Executive Officer and Chairman |
|||||||||||
(Principal Executive Officer) |
|||||||||||
August 12, 2026 |
By: |
/s/ Neal Livingston |
|||||||||
Neal Livingston |
|||||||||||
Chief Financial Officer |
|||||||||||
(Principal Financial Officer and Accounting Officer) |
|||||||||||
62
-1- AMENDMENT NO. 2 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF AT UMBRELLA LLC July 22, 2026 This Amendment No. 2 (the
“Amendment”) to the Limited Liability Company Agreement of AT Umbrella LLC, a Delaware limited liability company (the “Company”), dated as of December 16, 2025 and as amended (the “Agreement”), is entered into by
the undersigned Members of the Company effective as of the date first written above (the “Effective Date”). All capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Agreement. RECITALS
WHEREAS, pursuant to Section 13.09(a) of the Agreement, the Agreement may be amended with the written consent of Members constituting a majority in interest of all Members, which majority must include Aggregator (the “Requisite
Majority”); and WHEREAS, the undersigned Members, constituting the Requisite Majority, desire to amend the Agreement as provided herein. NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended as follows: 1. Amendment to Section
1.01(a). The defined term “Permitted Exchange” in Section 1.01(a) of the Agreement is hereby amended and restated in its entirety to read as follows (with additions to the prior version of Section 1.01(a) indicated in blue text and
deletions indicated in struckthrough red text): “Permitted Exchange” means an Exchange of Class X Umbrella Units or LTIP Units by an a Redeeming Member or LTIP Exchanging Member, respectively, except as otherwise prohibited or restricted
by (i) this Agreement, (ii) any underwriter lock-up agreement applicable to such Member, or (iii) any admissions agreement, purchase agreement, or other applicable agreement by and between the Exchanging Member and the Company, Pubco, or Aggregator;
provided, that the Managing Member may require a Redeeming Member to enter into a lock-up agreement in connection with any public offering of Pubco’s equity securities pursuant to an effective registration statement filed under the Securities
Act and as a condition of the Permitted Exchange thereof. 2. Amendment to Section 10.01(e). Section 10.01(e) of the Agreement is hereby amended and restated in its entirety to read as follows (with additions to the prior version of Section 10.01(e)
indicated in blue text and deletions indicated in struckthrough red text): (e) The Managing Member may adopt reasonable procedures, guidelines, and practices consistent with the terms and conditions of this Agreement for communicating the Redemption
Date, the implementation of the Redemption and Exchange provisions set forth in this Article X, including procedures for the giving of a Redemption Notice. Additionally, the Managing Member may require that the Redeeming Member be subject to lock-up
restrictions with the Managing Member providing that such Redeeming Member shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any
option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any shares of Class A Common Stock acquired pursuant to the Exchange without the prior written
consent of the Managing Member. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following Docusign Envelope ID: 8FDE7A3B-688E-89F0-81D4-AA83380B77E7
-2- the date of the final prospectus relating to any such offering as may be requested by the Managing Member, but in no
event shall such period exceed 90 days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the outstanding Class A Common Stock
without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Class A Common Stock subject to the Market Stand-Off shall immediately be subject to the Market
Stand-Off. In order to enforce the Market Stand-Off, the Managing Member or its transfer agent may impose stop-transfer instructions with respect to the Class A Common Stock acquired pursuant to the Exchange until the end of the applicable stand-off
period. This Market Stand-Off shall not apply to Class A Common Stock registered in the applicable public offering under the Securities Act. Except as otherwise provided herein (including, without limitation, the Market Stand-Off described in this
Section 10.01(e)), none of such procedures shall be adopted with the principal purpose of restricting or otherwise impairing in any material respect the Members’ rights to consummate Exchanges. MISCELLANEOUS 3. Conflict. Except as specifically
amended hereby, the Agreement shall continue in full force and effect. The Managing Member may adopt a restatement of the Agreement and execute and file all necessary certificates or other documents, in each case to reflect the amendments made
hereunder. 4. Governing Law. This Amendment shall be governed by and construed under the laws of the State of Delaware without regard to the conflict of law principles thereof. 5. Execution and Filing of Documents. This Amendment may be executed in
two (2) or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. For the avoidance of doubt a party’s execution and delivery of this Amendment by electronic
signature and electronic transmission (jointly, an “Electronic Signature”), including via DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of this Amendment by or on behalf of such party and
shall bind such party to the terms of this Amendment. The parties hereto agree that this Amendment and any additional information incidental hereto may be maintained as electronic records. Any party executing and delivering this Amendment by
Electronic Signature further agrees to take any and all reasonable additional actions, if any, evidencing such party’s intent to be bound by the terms of this Amendment, as may be reasonably requested by any other party hereto. 6.
Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the other provisions, and this Amendment shall be construed in as if any such invalid or unenforceable provision(s) were omitted.
[Remainder of Page Intentionally Left Blank] Docusign Envelope ID: 8FDE7A3B-688E-89F0-81D4-AA83380B77E7
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the Effective Date. MEMBERS: ANDERSEN GROUP INC. By:
Name: Mark Vorsatz Title: Authorized Person ANDERSEN AGGREGATOR LLC By: Name: Mark Vorsatz Title: Authorized Person Docusign Envelope ID: 8FDE7A3B-688E-89F0-81D4-AA83380B77E7
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Vorsatz, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Andersen Group Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
(b)
[Omitted];
(c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
GDSVF&H\11764808.2
| Date: August 12, 2026 | By: | /s/ Mark Vorsatz | |||||||||||||||||||||||||||||||||
| Mark Vorsatz | |||||||||||||||||||||||||||||||||||
| Chief Executive Officer | |||||||||||||||||||||||||||||||||||
| (Principal Executive Officer) | |||||||||||||||||||||||||||||||||||
GDSVF&H\11764808.2
Exhibit
31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Neal Livingston, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Andersen Group Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
(b)
[Omitted];
(c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
GDSVF&H\11764809.2
| Date: August 12, 2026 | By: | /s/ Neal Livingston | |||||||||||||||||||||||||||||||||
| Neal Livingston | |||||||||||||||||||||||||||||||||||
| Chief Financial Officer | |||||||||||||||||||||||||||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||||||||||||||||||||||||||
GDSVF&H\11764809.2
Exhibit
32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Andersen Group Inc. (the “Company”) on Form 10-Q for the quarterly period ending March 31,
2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and result of operations of the Company.
| Date: August 12, 2026 | By: | /s/ Mark Vorsatz | ||||||||||||||||||||||||||||||||||||
| Mark Vorsatz | ||||||||||||||||||||||||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||
| (Principal Executive Officer) | ||||||||||||||||||||||||||||||||||||||
GDSVF&H\11764810.2
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Andersen Group Inc. (the “Company”) on Form 10-Q for the quarterly period ending March 31,
2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and result of operations of the Company.
| Date: August 12, 2026 | By: | /s/ Neal Livingston | |||||||||||||||||||||||||||||||||
| Neal Livingston | |||||||||||||||||||||||||||||||||||
| Chief Financial Officer | |||||||||||||||||||||||||||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||||||||||||||||||||||||||
GDSVF&H\11764811.2