Andersen Group Inc S-1, filed Aug 17, 2026
Andersen Group Inc. (ANDG)
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As filed with the Securities and Exchange Commission on August 17, 2026.
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Andersen Group Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 7389 | 33-4630773 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Andersen Group Inc.
333 Bush Street
Suite 1700
San Francisco, California 94104
(415) 764-2700
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Mark L. Vorsatz
Chairman and Chief Executive Officer
Andersen Group Inc.
333 Bush Street
Suite 1700
San Francisco, California 94104
(415) 764-2700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Jay K. Hachigian (650) 463-5335 |
William Deckelman (415) 764-2700 |
Christopher D. Lueking Scott W. Westhoff Chicago, IL 60611 (312) 876-7700 |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
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 |
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Accelerated Filer |
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| Non-accelerated Filer |
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Smaller Reporting Company |
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| Emerging growth company |
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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 7(a)(2)(B) of the Securities Act of 1933, as amended. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS (Subject to Completion)
Issued August 17, 2026
4,284,457 Shares
Class A Common Stock
The selling stockholders named in this prospectus are offering 4,284,457 shares of our Class A common stock. Our shares of Class A common stock are listed on the New York Stock Exchange (the NYSE) under the symbol “ANDG.” On August 14, 2026, the closing sales price of our shares of Class A common stock as reported on the NYSE was $48.89 per share. We will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders.
Immediately prior to this offering, the selling stockholders redeemed Class X Aggregator Units (as defined herein) for an equal number of (i) Class X Umbrella Units (as defined herein) and (ii) shares of our Class B common stock then held by Aggregator (as defined herein), and subsequently redeemed such Class X Umbrella Units (with the cancellation of the paired shares of Class B common stock) for the shares of our Class A common stock to be sold in this offering. See the sections titled “Principal and Selling Stockholders” and “Organizational Structure.”
We have two series of authorized common stock, Class A common stock and Class B common stock. Each share of our Class A common stock is entitled to one vote per share. Each share of our non-economic Class B common stock is entitled to ten votes per share. Aggregator holds all outstanding shares of our Class B common stock. Immediately after this offering, Aggregator will own approximately 98.1% of the combined voting power of our outstanding capital stock. As a result, we are, and will remain after this offering, a “controlled company” within the meaning of the corporate governance standards of the NYSE.
Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 23.
| Per Share | Total | |||||||
| Public offering price |
$ | $ | ||||||
| Underwriting discounts and commissions(1) |
$ | $ | ||||||
| Proceeds, before expenses, to the selling stockholders |
$ | $ | ||||||
| (1) | See the section titled “Underwriting” for a description of the compensation payable to the underwriters. |
The selling stockholders have granted the underwriters an option to purchase up to an additional 642,668 shares of our Class A common stock at the public offering price less the underwriting discounts and commissions within 30 days from the date of this prospectus.
The underwriters expect to deliver the shares of our Class A common stock to purchasers on or about , 2026.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| Baird | Truist Securities | UBS Investment Bank | William Blair |
, 2026
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PROSPECTUS
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| MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK |
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Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus or in any free writing prospectuses filed with the Securities and Exchange Commission. Neither we, the selling stockholders, nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We, the selling stockholders, and the underwriters are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained or incorporated by reference in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of our Class A common stock. Our business, operating results, financial condition, and future prospects may have changed since that date.
For investors outside the United States: Neither we, the selling stockholders, nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
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As used in this prospectus, unless we state otherwise or the context otherwise requires:
| • | “2025 Form 10-K” refers to Andersen Group’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 27, 2026. |
| • | “2026 Q2 Form 10-Q” refers to Andersen Group’s Quarterly Report Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 12, 2026. |
| • | “we,” “us,” “our,” “Andersen,” the “Company” and similar references refer to Andersen Group Inc. and, where applicable as context requires, its consolidated subsidiaries. |
| • | “Aggregator” refers to Andersen Aggregator LLC, a Delaware limited liability company and a holding company of which the equity owners include current Managing Directors and the selling stockholders in this offering. |
| • | “Aggregator LTIP Units” refers to the profits interests of Aggregator. Aggregator LTIP Units are economically similar to stock options. Each Aggregator LTIP Unit has a per-unit hurdle amount, which is economically similar to the exercise price of a stock option. |
| • | “Andersen Consulting” refers to Andersen Consulting Holdings L.P., a Delaware limited partnership of which Andersen Tax Holdings LLC is the sole member of the general partner of such limited partnership. |
| • | “Andersen Global” refers to Andersen Global, a Swiss verein, of which Andersen Tax LLC is a member. |
| • | “Andersen Group” refers to Andersen Group Inc., a Delaware corporation. |
| • | “Arthur Andersen” refers to the former Arthur Andersen & Co. or Arthur Andersen LLP, as context requires. |
| • | “AT Umbrella” refers to AT Umbrella LLC, a Delaware limited liability company and a direct subsidiary of Andersen Group. |
| • | “Class X Aggregator Units” refers to the common interest units in Aggregator, which are designated as Management Class X Aggregator Units and Investment Class X Aggregator Units corresponding to units exchanged in the reorganization transactions from MD Management LLC and MD Investment LLC, respectively. |
| • | “Class X Umbrella Units” refers to the common interest units in AT Umbrella. |
| • | “LTIP Units” refers to the profits interests of AT Umbrella. LTIP Units are economically similar to stock options. Each LTIP Unit has a per-unit hurdle amount, which is economically similar to the exercise price of a stock option. |
| • | “IPO” refers to the initial public offering of our Class A common stock, which closed on December 18, 2025. |
| • | “Managing Director” refers to a person who holds the title of Managing Director of Andersen Tax LLC, a Delaware limited liability company and an indirect subsidiary of Andersen Group, or a comparable position including certain persons who are members of an advisory board or equivalent of an affiliate of Andersen Tax LLC. |
| • | “Proxy Statement” means our definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2026. |
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This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. This summary contains forward-looking statements that involve risks and uncertainties. You should carefully read this prospectus in its entirety before investing in our Class A common stock, including the section titled “Risk Factors” in this prospectus, the documents incorporated by reference in this prospectus, and the consolidated financial statements and the related notes thereto incorporated by reference in this prospectus before making an investment decision.
ANDERSEN GROUP INC.
Overview
Our mission is to deliver exceptional client service grounded in integrity, transparency and excellence. Since our founding in 2002, we have experienced rapid and sustained growth, powered by our people, our values and our relentless commitment to innovative, client-focused solutions. Building on the rich traditions and culture of the former Arthur Andersen, we are driven by a bold vision to lead in a complex global marketplace, creating lasting value for our clients, our people and our investors.
We are a leading provider of independent tax, valuation and financial advisory services to individuals and family offices, businesses and institutional clients in the United States. We have strategically expanded our business to build an integrated platform of service offerings that enables us to solve our clients’ most complex tax and financial challenges. The success of our approach is reflected in our consistent growth to date, having delivered a revenue compound annual growth rate (CAGR) of 15% since 2003, the first full fiscal year following our formation, through December 31, 2025. We have achieved this by delivering specialized technical expertise combined with practical advice, supported by our widely recognized and strong firm culture, integrated services offerings and global capabilities. Our global reach is facilitated through our membership in Andersen Global, a Swiss association of over 300 member and collaborating firms.
Our differentiated approach to client service is rooted in our firm values that emphasize quality of service, collaboration and stewardship. We strive for excellence by leveraging the extensive experience of our Managing Directors, many of whom are thought leaders in their respective fields, and ensuring that they are deeply involved in client service through our low-leverage operating model. Our leadership team has created a collaborative working environment, ensuring that our clients benefit from high-functioning teams and access to Managing Directors across our multiple service lines. We also place a high premium on stewardship as we focus on nurturing our professionals’ development, fostering a vibrant workplace conducive to long-term careers and creating an environment of continuous learning. Taken together, our firm culture supports our resilient business and low employee turnover, enabling us to consistently deliver high-quality services to our clients.
Built on the legacy of Arthur Andersen, we believe our brand is one of the most globally recognized and respected names within professional services. Associated with commitment to the highest standards of professionalism, the Andersen brand stands for a culture of excellence, superior client service, deep talent and consistent growth. These defining qualities of our brand have helped serve as a catalyst for meaningful and sustained client growth and continue to drive our ability to attract new clients and talented professionals today.
Our ability to deliver exceptional client service is further bolstered by our membership in Andersen Global. As the founding member of Andersen Global, we have created a strategic set of relationships with member and collaborating firms worldwide, which enable us to better deliver services internationally at scale. With over
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50,000 professionals and 3,000 partners operating in over 180 countries as of June 30, 2026, Andersen Global and its affiliates provide our clients with access to deep tax, legal and financial expertise that is differentiated from traditional multinational consulting firms and is complemented by on-the-ground experience with local business practices and regulations. Our foundational role in Andersen Global and the depth and breadth of expertise offered by its member and collaborating firms give us the ability to service our U.S. clients internationally.
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. Our primary end-to-end services offerings include:
| • | Private Client Services. We provide comprehensive tax and financial services for individuals and families, addressing complex client matters involving 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 effectively. |
| • | Alternative Investment Funds. We deliver comprehensive tax and financial services for a range of 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 in-depth, independent valuation expertise that helps clients navigate tax laws and regulations and comply with important regulatory requirements. |
Since our inception, we have made a deliberate decision not to provide audit or related financial statement attestation services. As a result, we are not limited by the associated regulations to which audit firms are subject in the United States and internationally. This allows us to offer a comprehensive suite of non-audit services tailored to our clients’ specific needs, enabling us to build a differentiated, trusted relationship with them.
We meet our clients’ most critical needs because of our distinctly qualified and talented professionals. We have rapidly increased our headcount over the past several years, employing over 2,690 personnel in 28 locations across the United States and five other countries as of June 30, 2026. In addition, through Andersen Global, we have a global reach that gives us access to additional professionals worldwide. In an industry in which access to talent is a critical differentiator, we believe we benefit from long staff tenure and low attrition rates that help us maintain long-lasting client relationships. As of December 31, 2025, our average Managing Director tenure exceeded ten years, and our average client-facing Director, Senior Manager and Manager tenure averaged 6 years. This low attrition rate reflects our focus on investing in and retaining our talent. Since our founding, we have never implemented any broad-based layoffs, despite having operated through several periods of significant economic uncertainty.
We attract a highly diverse range of clients across the United States and internationally. As of June 30, 2026, we had performed services for 13,500 client groups across the United States, representing an increase of 19% from June 30, 2025. Client groups 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. Accordingly, we had over 23,800 client engagements in the six months ended June 30, 2026 representing an increase of 16% from the six months ended June 30, 2025. During the six months ended June 30, 2026, we derived approximately 49% of our revenue from private client services, 36% from business tax services, 10% from alternative investment funds and 5% from valuation services. We believe that our exceptional level of service and the expertise that we provide has enabled us to build long-lasting client relationships. In 2025, over 70% of our revenue came from client groups that have engaged our services for more than three years.
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We have a history of achieving significant and long-term growth since our founding. Our revenue has grown from $731.6 million in 2024 to $838.7 million in 2025, and from $384.1 million for the six months ended June 30, 2025 to $458.4 million for the six months ended June 30, 2026. We had a net loss of $130.2 million for the year ended December 31, 2025 compared to a net income of $134.8 million for the year ended December 31, 2024 and a net income of $7.6 million for the six months ended June 30, 2026 compared to a net loss of $45.4 million for the six months ended June 30, 2025. Our net (loss) income margin was (16)% for the year ended December 31, 2025 compared to 18% for the year ended December 31, 2024 and was 2% for the six months ended June 30, 2026 compared to (12)% for the six months ended June 30, 2025. Our Adjusted EBITDA Margin, which is a measure that is not calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP), was 27% for the year ended December 31, 2025 compared to 20% for the year ended December 31, 2024 and was 27% for the six months ended June 30, 2026 compared to 23% for the six months ended June 30, 2025. See “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2026 Q2 Form 10-Q and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2025 Form 10-K, in each case incorporated by reference in this prospectus, for the definition of Adjusted EBITDA Margin and a reconciliation of Adjusted EBITDA Margin to its most directly comparable GAAP financial measure.
Our Differentiated Approach
We were founded in 2002 by a team of experienced leaders and partners of the former Arthur Andersen who had a vision for a professional services firm that would deliver advice that was tailored, relevant and impactful for clients. We remain true to that vision, differentiating our services by offering specialized technical expertise, combined with practical advice, direct Managing Director involvement and access to international services through Andersen Global. These combined elements allow us to provide multidimensional, seamless service to our clients, who engage us to support them on their most complex, high-stakes matters.
Our operating model is powered by a widely recognized and strong firm culture based on shared values, integrated services offerings and investments in our people. Accordingly, our globally recognized brand enables us to attract and retain top talent which, in turn, reinforces client confidence. Our differentiated business is built on the following key drivers:
Our Firm Culture and Values
We have established a set of values to which Andersen professionals are held accountable and that define our culture: client service, collaboration and stewardship.
| • | Quality Client Service. Our ambition is to set the standard for client service excellence. We achieve this by working with clients to understand their needs and deliver solutions that are relevant, practical and value-accretive. In doing so, we leverage the collective experience of our Managing Directors, many of whom have decades of real-world experience, aided by the fact that we do not have a mandatory retirement age. In addition, we operate a low Managing Director-to-professional operating model and high ratio of client-facing employees, resulting in greater direct Managing Director interaction, greater accountability for service delivery and timelier responsiveness to client needs. |
Our ability to deliver quality client service is also supported by our investments in technology, particularly artificial intelligence (AI). By blending our thought leadership and industry expertise with capabilities from innovative technology vendors, we are able to enhance the accuracy, speed and scalability of delivery across our tax advisory, valuation and consulting offerings. Our focus on bringing together the best of human capital and technology enables us to deliver differentiated insights and outcomes for clients, while maintaining the high standards of quality and confidentiality that define our brand.
| • | Collaboration and Teamwork. Our approach to collaboration and teamwork is founded on mutual trust and respect among colleagues. We have created a collaborative environment by encouraging open and |
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| transparent communications, being highly responsive and creating incentives that align Managing Director interests around sharing client relationships. By fostering collaboration and teamwork, we put our best resources in front of each client, regardless of practice area or geographic location. |
| • | Stewardship. Andersen professionals are entrusted with preserving our culture so that the firm thrives as a vibrant workplace, while also providing opportunities for future generations to pursue successful careers serving clients. In particular, stewardship at Andersen means taking an active role in nurturing the development of our people, and providing them with a work environment and resources that foster their growth. We actively encourage an environment of continuous learning, in which individuals are engaged in on-the-job training, whether as mentors or as apprentices, and which in turn rewards tenure and discourages employee turnover. We believe that our focus on stewardship supports our business by creating an environment in which our professionals can enjoy long and rewarding careers. As of December 31, 2025, our average Managing Director tenure exceeded ten years, and our average client-facing Director, Senior Manager and Manager tenure averaged 6 years. |
With our focus on these values, we have intentionally built a strong firm culture, while also building on the rich legacy and traditions of the former Arthur Andersen. By holding each other accountable for living up to our cultural standards, we believe we are positioned to continue delivering high-quality services to our clients.
A Globally Recognized Premium Brand
We believe that the Andersen brand remains one of the most globally recognized and respected names within the professional services industry and is a key differentiator, enabling us to:
| • | Build a Culture of Excellence. The Andersen brand stands for a commitment to the highest standards of professionalism. Our professionals, many of whom trace their roots to the former Arthur Andersen, embody this culture at Andersen today. This commitment manifests itself in client services delivered in a manner that is clear, concise, concrete, convincing, practical and timely. |
| • | Accelerate Growth and Improved Profitability. Building on the name recognition of the former Arthur Andersen, the Andersen brand helps us acquire new high-quality clients. In addition to growing our client base, the Andersen brand has helped drive improved profitability. In 2025, we increased average revenue per employee by 9% year-over-year to approximately $365,000. |
| • | Attract and Develop Top Talent. The Andersen brand has fueled our recruiting efforts and expansion. Andersen’s reputation for excellence and the highest standards of professionalism has helped strengthen our talent pipeline. In 2025, we had over 9,000 applicants for approximately 160 open associate and internship positions, and in the five-year period ended December 31, 2025, we attracted over 800 lateral hires with at least five years of experience. |
Founding Member of Andersen Global, Enabling International Delivery at Scale
We are the founding member of Andersen Global, a Swiss association formed in 2013, which maintains and regulates the professional standards that its more than 300 member and collaborating firms have agreed to uphold when delivering services to clients internationally. Andersen Global is an association of legally separate, independent firms and is one of the largest professional services affiliations in the world, with more than 50,000 professionals and 3,000 partners operating in more than 180 countries as of June 30, 2026.
Since inception, Andersen Global has expanded significantly as member and collaborating firms have sought to align around the Andersen brand and the Andersen Global umbrella of shared cultural values. Our relationships with Andersen Global’s member and collaborating firms provide us with access to deep global tax, legal and financial expertise, complemented by on-the-ground understanding of local business practices and regulations. These relationships give us the ability to better service our U.S. clients internationally and serve as a channel for inbound referrals. While we were instrumental in founding Andersen Global and participate on its
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governing Board, including with our CEO and Chairman, Mark Vorsatz, currently serving as its Global Chairman, we do not have any equity interest in the association or any other member or collaborating firm, and the association does not otherwise have separate financial results from the member or collaborating firms.
Independence
We have made a deliberate decision not to provide audit or related financial statement attestation services. This means that we can offer our clients a comprehensive suite of non-audit services, tailored to their specific needs, without being subject to the auditor independence rules and other restrictions that impact many of our competitors.
Integrated Services Platform Driving Our Multidimensional Business
In addition to our foundation as a leading tax practice, we have expanded our service offerings to include a broad array of capabilities. Our goal is to provide our clients with an integrated “one-stop shop” for their global advisory needs. We believe that this ability to bring multiple services lines together into a comprehensive set of offerings distinctly enables us to provide tailored, relevant solutions for each client. Our broad and growing platform of advisory services includes, but is not limited to:
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Focus on Training and Development to Attract and Retain High-Quality Talent
In addition to a widely recognized and strong firm culture and emphasis on mentorship, we bolster our talent retention efforts with significant investments in training and development to ensure that our professionals are equipped with the expertise needed to support our clients.
We have built a series of core structured training programs that provide critical technical skills, industry knowledge and updates on latest tax regulations so that our professionals can deliver leading insights. Beyond our internal programs, we have a partnership with the University of San Francisco (USF), which provides tailored programs for our professionals to earn Masters of Business Administration (MBA), Masters of Laws in Taxation (LLM) or Masters of Legal Studies in Taxation (MLST) degrees. In 2025, we also launched an initiative with USF to integrate generative AI into a professional tax practice and to equip our tax professionals to apply AI tools responsibly in their daily work. We also offer comprehensive professional qualification support by providing resources to assist with the Certified Public Accountant (CPA) exams, the Chartered Financial Analyst (CFA) exams, bar exams and other professional certifications. These programs and resources are provided at no cost to our employees, conducted remotely and scheduled outside of peak workflow periods.
These investments in training underscore our commitment to stewardship. We believe that our emphasis on this core component of our culture has enabled us to deliver high levels of employee retention which, in turn, enhances our ability to deliver consistent client services.
Differentiated Thought Leadership
Our commitment to service excellence is supported by our ability to deliver highly relevant, insightful technical advice, informed by our thought leadership. Our position as a thought leader in our areas of practice is driven by our senior leaders, many of whom are subject matter specialists within their respective fields and are widely recognized as leading experts. For example, Andersen Managing Directors and professionals are the authors of widely regarded resources and reference materials, including foundational publications such as the Tax Economics of Charitable Giving and Income Taxation of Fiduciaries and Beneficiaries. In addition, our professionals are regularly invited to share insights at professional events as speakers and panelists. Our widely circulated For the Record newsletter provides timely updates on key developments in tax and finance to our clients. Additionally, through the Andersen Institute for Finance and Economics, which we refer to as the Institute, we provide critical thought leadership regarding far-reaching topics such as technological innovation, climate change and decarbonization, rising levels of public debt and geopolitical developments. Our team of experts who contribute to the Institute include eminent scholars who are actively engaged, either as board members or with Institute events. The direct involvement of these individuals further enhances our ability to provide cutting-edge insights and advice to our clients.
Our Integrated Services Offerings
Since our founding, our strategy has been to build the firm as a platform that seamlessly meets the tax and business needs of individuals and family offices, businesses and institutional clients. Our teams build long-term, trusted client relationships by delivering solutions that are both technically sophisticated and, most importantly, practical. Our primary services presently include:
| • | Private Client Services. We serve as trusted advisors to some of the world’s most affluent families, family offices and high-net-worth individuals, addressing complex matters involving multigenerational wealth, charitable giving and trust and estate planning. Our Private Client Services practice encompasses a wide range of areas, including income tax planning, trust and estate planning, charitable giving, family office advisory, tax compliance, outsourced accounting and wealth management advisory. |
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| • | Business Tax Services. We offer a broad range of scalable, integrated tax-related consulting and compliance services for businesses. We help business enterprises manage their tax planning, compliance and reporting needs. Specifically, through our Business Tax Services practice, we offer the following services: |
| • | M&A Transaction Services. We support clients by advising on tax-efficient deal structures, reviewing quality of earnings reports, conducting tax due diligence and developing negotiation strategies that help preserve, enhance and create value during the transaction lifecycle. |
| • | State and Local Tax Services (SALT). Our nationwide SALT practice supports clients with state income tax planning and compliance, tax controversy, sales and use tax advisory, property tax advisory and unclaimed property and escheat services. |
| • | International Tax Services (ITS). Our ITS practice helps multinational enterprises navigate the complexities of cross-border operations as their business models and supply chains evolve. These services include advice relating to tax-efficient structures for geographic expansion, as well as support with transfer pricing strategies, indirect transactions, financial reporting and risk management. |
| • | Tax Technology Automation (TTA). Our nationwide TTA practice assists enterprises with designing, developing and implementing technology platforms and information services to manage their tax functions more efficiently and accurately. |
| • | Alternative Investment Funds. We provide distinct, integrated services specifically for investment funds across their lifecycle. These include support with designing fund structures, production of private placement memoranda, fund accounting and administration, and compliance requirements for funds, fund managers and investors. Our client base in this sector includes family offices, private equity funds, hedge funds, real estate funds, venture capital funds and funds-of-funds. |
| • | Valuation Services. We provide independent valuation analyses to support clients with their operational objectives and tax and financial reporting requirements. Our specific Valuation Services include: |
| • | Tax Valuation. Our tax valuation and related advisory services help clients navigate tax laws and regulations related to asset valuation. We support clients with a variety of transaction-related compliance needs, including equity compensation; taxable reorganizations; purchase price allocations; inventory, real estate, machinery and equipment, intangible asset and goodwill valuations; net operating loss and built-in gains analyses; individual income tax needs such as charitable contributions; and estate and gift taxes. |
| • | Financial Reporting. We help clients comply with important regulatory, market and fiduciary requirements. Our financial reporting services include valuations for business combinations and periodic impairment testing of long-lived assets. |
| • | Fixed Asset and Real Estate Valuation. We provide integrated fixed asset and real estate valuations, with specialized expertise in machinery and equipment valuation, fixed asset reconciliation, cost segregation, real estate valuation and real estate consulting. Our services are used for a variety of purposes, including financial and tax reporting, income, gift and estate tax reporting, litigation and strategic assessments. |
In addition to discrete service offerings, our capabilities are enhanced by our team of dedicated U.S. National Tax (USNT) professionals. Our USNT office is comprised of senior, experienced professionals with deep technical expertise covering areas such as tax analysis, issue development, legislation monitoring and tax controversy. Many of our USNT professionals formerly held senior positions at the Internal Revenue Service (IRS), the U.S. Department of Treasury and leading law firms.
Our ability to deliver these integrated capabilities is further underpinned by our investments in advanced technology platforms and a growing commitment to implementing AI across our service offerings. These investments include software and systems to support our tax and valuation services, as well as a number of
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strategic alliances with leading third-party AI firms to access proprietary technologies and accelerate innovation across our service lines. In addition, we have entered into collaboration agreements with a number of additional firms offering distinctive AI solutions, further enhancing our ability to deliver market-leading capabilities and thought leadership to clients around the world. Our use of AI extends beyond our delivery of services to our clients and reaches how we operate our own business. For example, we are leveraging an AI platform to review due diligence materials, streamline process management and assist in contract negotiations in connection with our acquisition strategy.
Industry Background and Market Opportunity
Demand for our services is driven by several ongoing trends, including:
| • | Increasingly complex operating environment creating greater financial and operational uncertainty. Substantial movements of capital and talent are impacting how wealth and business strategies are formulated. According to the United Nations World Investment Report, foreign direct investment inflows over the past decade have averaged more than $1.5 trillion per year, creating an increasingly broad web of cross-border connections that have increased operational complexity. These flows of capital and talent have heightened operational risk, financial risk and complexity for investors and businesses. These challenges are exacerbated by shifts in geopolitical interests; trade policies, including tariffs; and migration patterns that have injected additional uncertainty into the business environment. |
| • | Frequent changes to tax policy and legislation that require organizations to regularly adapt business practices. As nations struggle to address fiscal challenges brought about by macro trends such as aging populations, digitization and climate change, the pressure on tax policy to generate sufficient revenue has increased significantly. As a result, in many countries, governments have focused on devising myriad revisions to tax laws, placing increasingly onerous tax compliance burdens on investors and businesses. Many organizations are finding it difficult to meet the challenges of ongoing compliance. As a result, individuals and organizations require the services of a trusted firm to monitor and adapt to changes in tax policy. |
| • | Limited internal organizational capabilities to manage a changing environment. Organizations are increasingly struggling to source the talent needed to manage the demands of a changing operating environment, a trend exacerbated by a shortage of qualified financial experts, including CPAs. According to the Bureau of Labor Statistics, in the United States more than 340,000 CPAs left the profession between 2019 and 2023, creating staffing challenges for the many organizations that rely on accounting experts. |
| • | Convergence of finance, tax and legal matters require integrated client solutions. Finance, tax and legal matters are converging at an accelerating pace. This convergence means that many investors and businesses are seeking to engage a single firm, or a “one-stop shop,” that offers an integrated set of service offerings. This is particularly the case for corporate transactions, which may involve financial valuation, tax optimization and compliance with relevant corporate laws, as well as centralized coordination. |
| • | Independence and regulatory challenges that prevent service providers from effectively supporting clients. Despite growing demand for integrated services offerings, many larger providers, particularly those who offer audit and attestation services, often face both regulatory and independence challenges, which prevent them from providing a broader suite of services. These restrictions, combined with conflicts-of-interest concerns, limit the ability of audit firms to fully support their clients. This creates a further hurdle for many companies to obtain specialized expertise needed to address complex tax and financial matters. Given these industry trends, we believe our ability to deliver a comprehensive range of offerings positions us well to address a significant and growing market opportunity. According to IBISWorld, the tax advisory services market alone represented an annual opportunity in the United States of $60 billion in 2024. |
Beyond this core market opportunity, our broader financial advisory services offerings, particularly in valuation and financial reporting services, provide immediate additional avenues for further growth. According to
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IBISWorld, the combined annual market for broader non-audit related financial advisory and valuation services in the United States was $44 billion in 2024. In addition to these opportunities, we believe our expansion into broader consulting services via our relationship with Andersen Consulting will provide the opportunity to unlock significant new market opportunities to continue to grow our business. According to IBISWorld, the annual market for consulting services, including corporate strategy, organizational design, process and operations management, among others, represented a combined opportunity of $392 billion in 2024 in the United States alone.
Our Growth Strategies
We believe that our financial performance directly reflects our differentiated approach and that our commitment to maintaining our culture of client service, collaboration and stewardship will support further growth in the future. We believe we are in the early stages of addressing our substantial market opportunity and we intend to execute on several growth strategies, including:
| • | Expand work with existing clients. We intend to continue expanding our relationships with existing clients by maintaining high service levels and, when appropriate, by recruiting experienced professionals who can provide additional services. Our core values of client service and collaboration have yielded a track record of expanding work with clients after an initial engagement. For example, since the commencement of their respective engagements with us, our ten largest client groups in 2025 have grown their aggregate contribution to our revenue by 5.4 times. The number of client groups that had a minimum annual spend of over $250,000 grew from 629 in 2024 to 687 in 2025. Leveraging our core value of superior client service, we intend to continue to seek opportunities to expand relationships with existing clients. |
| • | Attract new high-quality clients. We believe we have a significant opportunity to continue to further expand our client base. We have established ourselves as a leader within the tax and financial advisory sectors in the United States and believe our strong reputation for service excellence, our highly skilled multidisciplinary teams and our integrated cross-functional capabilities will continue to position us to win new clients going forward. Furthermore, the Andersen brand continues to be a valuable driver of business demand, with many clients associating the Andersen brand with professionalism and service excellence. We intend to invest in marketing initiatives to further strengthen our brand awareness among potential clients, providing us with additional opportunities to attract new clients. |
| • | Expand and add new service offerings. Our differentiated approach has helped to establish our reputation as a leading provider for tax and financial advisory services. We believe our strong reputation will help us to significantly expand the scope and scale of our service offerings. For example, we plan to target expanding the scope of our services in the near-term in areas including consulting, investment banking, global mobility and international legal services. We also believe that Andersen Consulting remains one of the most widely recognized and respected legacy brand names in professional services. We believe our relationship with Andersen Consulting will enable us to rapidly scale our ability to offer a broader range of consulting services globally. |
| • | Inorganic growth opportunities. Since our IPO, we have closed eight acquisitions and business combinations of Andersen Global member firms, and have announced our entry into definitive agreements for an additional eight transactions expected to close in the fourth quarter of 2026. We intend to continue to pursue potential acquisitions of complementary businesses where we believe there is a strong cultural fit, as evidenced by alignment with our core values. While we will continue to be selective in our approach to acquisitions, we believe there is a strong pipeline of inorganic opportunities, particularly as we look to expand our geographic footprint and consulting practice, both domestically and internationally. |
| • | Expand business internationally. We intend to continue leveraging the Andersen brand’s strong global recognition and association with the highest standards of professionalism and service excellence to open new opportunities outside the United States. We believe our relationship with Andersen Global, as well as the Andersen Consulting brand, provide us with clear opportunities to expand our international presence, both through closer partnership with member and collaborating firms and through future acquisitions and business combinations. |
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Summary of Principal Risks Affecting our Business
Investing in our Class A common stock involves risk. You should carefully consider all the information in this prospectus prior to investing in our Class A common stock. These risks are discussed more fully in the section titled “Risk Factors” and in our 2025 Form 10-K. These risks and uncertainties include, but are not limited to, the following:
| • | We may not be able to maintain or increase our historical revenue growth or achieve or maintain profitability in the future. |
| • | Our business depends on generating and maintaining client demand, including through the adaptation and expansion of our services, and a significant reduction in such demand could materially affect our results of operations. |
| • | We may be unable to effectively manage our growth, which could place significant strain on key personnel, as well as our systems and other resources. |
| • | We may not be successful at integrating or managing future acquisitions or business combinations. |
| • | Our competitiveness and success depend substantially on the continuing efforts of our CEO and Chairman, Mark Vorsatz, our senior Managing Directors and other key personnel. |
| • | If we cannot maintain our firm culture as we grow and operate as a public company, our success and our business may be harmed. |
| • | Failure to maintain our reputation and brand could impact our ability to attract and retain clients, employees and future acquisition targets and business combinations, and may harm our business. |
| • | Our ability to staff client engagements, maintain relationships with clients and drive future growth depends on our ability to recruit, train and retain qualified professionals. |
| • | 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. |
| • | We may enter into or invest in new lines of business or engage in other strategic initiatives that may fail to generate revenue and result in additional risks to our business. |
| • | If we fail to compete effectively, we may miss business opportunities or lose existing clients, and our revenue may decline. |
| • | We may experience quarterly fluctuations in our operating results, as well as our key metrics, due to a number of factors that make our future results difficult to predict and could cause our operating results to fall below market expectations or guidance we may provide. |
| • | Rapid technological changes, including the widespread adoption of AI, could significantly impact our competitive position, client relationships and results of operations. |
| • | We may face legal, reputational and financial risks relating to cybersecurity incidents or attacks affecting us. |
| • | We have identified material weaknesses in our internal control over financial reporting. If our remediation of such material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired. |
| • | Our principal asset is our interest in AT Umbrella LLC and, accordingly, we depend on distributions from AT Umbrella LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement, which distributions AT Umbrella LLC may be restricted from making. |
| • | The dual-class structure of our common stock has the effect of concentrating voting control with Aggregator, which as of June 30, 2026 holds in the aggregate 98.7% of the combined voting power of our outstanding capital stock. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any major corporate transaction requiring stockholder approval, including change of control transactions. |
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Organizational Structure
Andersen Group Inc. is a holding company, and our sole material asset is our ownership of approximately 12.1% of the Class X Umbrella Units in AT Umbrella LLC and its 100% wholly owned subsidiaries. As of June 30, 2026, Aggregator owned the remaining 87.9% of the Class X Umbrella Units in AT Umbrella LLC. Andersen Tax Holdings LLC in turn owns all ownership interests in Andersen Tax LLC. Prior to the completion of the IPO, we completed an internal reorganization through a series of transactions, which we refer to as the “reorganization transactions.” Immediately following the IPO and the related reorganization transactions, the holders of our Class A common stock collectively owned 100% of the economic interests in Andersen Group Inc. and had 1.3% of the voting power of Andersen Group Inc. Immediately following the IPO and the related reorganization transactions, Aggregator owned the remaining 98.7% of the voting power of Andersen Group Inc. through ownership of 100% of the outstanding shares of our Class B common stock. Aggregator is a Delaware limited liability company owned and controlled by the Managing Directors and related persons who, prior to the reorganization transactions, were the existing indirect owners of Andersen Tax Holdings LLC.
The Class X Umbrella Units owned by Aggregator are redeemable at the election of Aggregator or its members for shares of our Class A common stock or, at Andersen Group Inc.’s election, for cash (based on the volume-weighted average market price of our Class A common stock), and such exchange, at Andersen Group Inc.’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such redemption. Upon such exchange, an equivalent number of shares of Class B common stock will be cancelled. In connection with the exchange of Aggregator LTIP Units for Class X Aggregator Units prior to a redemption of such Class X Aggregator Units, Aggregator may exchange its vested LTIP Units corresponding to such Aggregator LTIP Units for a number of Class X Umbrella Units equal to the amount to which Aggregator would be entitled to receive on account of such LTIP Units if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC divided by the amount to which we would be entitled to receive on account of one Class X Umbrella Unit if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC.
Andersen Group Inc.’s only business is acting as the sole manager of AT Umbrella LLC and, in that capacity, we operate and control all of the business and affairs of AT Umbrella LLC and we consolidate the financial results of AT Umbrella LLC and its subsidiaries, including Andersen Tax Holdings LLC and Andersen Tax LLC.
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The following diagram depicts Andersen Tax Holdings LLC’s organizational structure prior to the reorganization transactions and the IPO. This chart is provided for illustrative purposes only and does not purport to represent all legal entities within Andersen Tax Holdings LLC’s organizational structure.
The following diagram depicts our organizational structure as of June 30, 2026 and does not take into account the CA Notes and HO Note for purposes of calculating the percentage economic interests in AT Umbrella LLC. As of June 30, 2026, there were 99,415,168 shares of Class B common stock outstanding, which equals the sum of the total number of Class X Umbrella Units and LTIP Units held by Aggregator. Each LTIP Unit has a per-unit hurdle amount, which is economically similar to the exercise price of a stock option. LTIP 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 such LTIP Unit receives distributions equivalent to what such holder would have received if the hurdle amount
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had not been applied, up to the agreed-upon cumulative amount. This chart is provided for illustrative purposes only and does not represent all legal entities within our organization:
As of June 30, 2026, Andersen Aggregator LLC held 97,805,000 Class X Umbrella Units and 1,610,168 LTIP Units, representing 88.1% economic interest in AT Umbrella LLC, excluding the CA Notes and HO Note, and Andersen Group Inc. held 13,472,214 Class X Umbrella Units, representing 11.9% economic interest in AT Umbrella LLC, excluding the CA Notes and HO Note.
For more information regarding our historical organizational structure and the reorganization transactions, see the section titled “Organizational Structure.”
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Channels for Disclosure of Information
We announce material information to the public through filings with the SEC, the investor relations page on our website, press releases, public conference calls, public webcasts and our LinkedIn feed.
Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.
Controlled Company Status
As of June 30, 2026, Aggregator owns approximately 98.7% of the combined voting power of our outstanding capital stock. Immediately after this offering, assuming an offering size as set forth on the cover page of this prospectus, Aggregator will own approximately 98.1% of the combined voting power of our outstanding capital stock through its ownership of all of our Class B common stock. Aggregator will therefore continue to have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions. Because Aggregator controls a majority of the voting power of our outstanding capital stock, Andersen Group Inc. is a “controlled company” within the meaning of the corporate governance standards of the NYSE, and therefore we are permitted to, and we intend to continue to, elect not to comply with certain corporate governance requirements thereunder.
Corporate and Other Information
Andersen Group Inc. was formed as a Delaware corporation in April 2025. Prior to the IPO, Andersen Group Inc. had no material assets and did not engage in any business or other activities except in connection with the reorganization transactions. After the completion of the IPO, Andersen Group Inc. is the managing member of Andersen Tax Holdings LLC, which was originally organized under the name WTAS Holdings LLC in December 2007 in connection with a management buyout transaction from HSBC USA Inc. Andersen Tax Holdings LLC owns the main operating entity, Andersen Tax LLC. Andersen Tax LLC was previously known as WTAS LLC, which was the successor entity to Wealth and Tax Advisory Services, Inc., which was founded in 2002. In 2014, we acquired the rights to the Andersen trademarks and rebranded ourselves as Andersen Tax Holdings LLC and Andersen Tax LLC. Our principal executive offices are located at 333 Bush Street, Suite 1700, San Francisco, California 94104. Our telephone number is (415) 764-2700. Our website address is www.andersen.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus.
“Andersen” and the “Door” logo, and other trademarks or service marks of Andersen Group Inc. appearing or incorporated by reference in this prospectus are the property of Andersen Group Inc. or Andersen Tax LLC. This prospectus contains or incorporates by reference additional trade names, trademarks, and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to or incorporated by reference in this prospectus may appear without the ® or ™ symbols.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
| • | an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; |
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| • | an exemption from implementation of new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation; |
| • | reduced disclosure obligations regarding executive compensation arrangements; and |
| • | no requirement to seek nonbinding advisory votes on executive compensation or golden parachute arrangements. |
We may take advantage of some or all these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which our annual gross revenue is $1.235 billion or more, or (c) in which we are deemed to be a “large accelerated filer,” under the rules of the SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we are not subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of our financials to those of other public companies more difficult. In addition, the information that we provide or incorporate by reference in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. Further, it is possible that some investors will find our Class A common stock less attractive as a result of these elections, which may result in a less active trading market for our Class A common stock and higher volatility in our stock price.
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THE OFFERING
| Class A common stock offered by the selling stockholders |
4,284,457 shares (or 4,927,125 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock). |
| Class A common stock to be outstanding immediately after this offering |
18,399,339 shares (or 112,887,382 shares if all outstanding Class X Umbrella Units held by Aggregator were redeemed for a corresponding number of newly issued shares of Class A common stock). In the event the underwriters do not exercise in full their option to purchase additional shares of Class A common stock, the selling stockholders will continue to hold such portion of the Class A common stock that was received in the redemption process described elsewhere in this prospectus but is not sold in this offering. See the section titled “Organizational Structure.” |
| Class B common stock to be outstanding immediately after this offering |
94,488,043 shares |
| Total Class A common stock and Class B common stock to be outstanding immediately after this offering |
112,887,382 shares |
| Voting power held by holders of Class A common stock after giving effect to this offering |
1.9% |
| Voting power held by holders of Class B common stock after giving effect to this offering |
98.1% |
| Use of proceeds |
We will not receive any proceeds from the sale of the shares of our Class A common stock offered by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders). |
| Controlled company status |
Immediately after this offering, assuming an offering size as set forth on the cover page of this prospectus, Aggregator will own approximately 98.1% of the combined voting power of our outstanding capital stock. Aggregator will therefore continue to have the ability to determine all matters requiring approval by stockholders, including the election of directors, amendment of our governing documents and approval of major corporate transactions. Because Aggregator controls a majority of the voting power of our outstanding capital stock, Andersen Group Inc. is a “controlled company” within the meaning of the corporate governance standards |
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| of the NYSE, and therefore we are permitted to, and we intend to continue to, elect not to comply with certain corporate governance requirements thereunder. |
| Voting rights |
Each share of our Class A common stock entitles its holder to one vote per share, representing an aggregate of 1.9% of the combined voting power of our outstanding capital stock upon the completion of this offering. |
| Each share of our Class B common stock entitles its holder to ten votes per share, representing an aggregate of 98.1% of the combined voting power of our outstanding capital stock upon the completion of this offering. |
| All series of our common stock generally vote together as a single class on all matters submitted to a vote of our stockholders. See the section titled “Description of Capital Stock.” |
| Dividend policy |
We do not expect to pay any dividends or other distributions on our Class A common stock in the foreseeable future. Holders of our non-economic Class B common stock are not entitled to participate in any cash dividends declared by our board of directors. Subject to funds being legally available, we intend to cause AT Umbrella LLC to make distributions to Andersen Group Inc., the other Class X Umbrella Unit holders and the LTIP Unit holders in an amount at least sufficient to allow us, the other Class X Umbrella Unit holders and the LTIP Unit holders to pay all applicable taxes and (in our case) to make payments under the Tax Receivable Agreement. See the section titled “Dividend Policy.” |
| Exchange rights of holders of Class X Umbrella Units |
Aggregator or its members may redeem Class X Umbrella Units for shares of Class A common stock on a one-for-one basis or, at Andersen Group Inc.’s election, for cash (based on the volume-weighted average market price of our Class A common stock). An equivalent number of shares of Class B common stock will be cancelled. In connection with the exchange of Aggregator LTIP Units for Class X Aggregator Units prior to a redemption of such Class X Aggregator Units, Aggregator may exchange its vested LTIP Units corresponding to such Aggregator LTIP Units for a number of Class X Umbrella Units equal to the amount to which Aggregator would be entitled to receive on account of such LTIP Units if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC divided by the amount to which we would be entitled to receive if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC on account of one Class X Umbrella Unit. See the section titled “Organizational Structure-Redemption Rights.” |
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| Tax Receivable Agreement |
Prior to the IPO, Andersen Group entered into the Tax Receivable Agreement with Aggregator, which requires us to pay to certain holders of Class X Umbrella Units who are or may become parties to the Tax Receivable Agreement (the TRA Parties) from time to time 85% of the amount of tax benefits, if any, that we actually realize (or in some circumstances that we 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 redemption of Class X Umbrella Units for shares of our Class A common stock or cash following the IPO; and (ii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. See the section titled “Organizational Structure-Tax Receivable Agreement.” |
| Risk factors |
See the section titled “Risk Factors” herein and in our 2025 Form 10-K, which is incorporated by reference in this prospectus, for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock. |
| Certain U.S. federal income tax consequence to non-U.S. holders |
For a discussion of certain U.S. federal income tax consequences that may be relevant to non-U.S. stockholders, see the section titled “Material U.S. Federal Tax Consequences to Non-U.S. Holders of Our Common Stock.” |
| NYSE trading symbol |
“ANDG” |
The number of shares of our Class A common stock and Class B common stock to be outstanding after this offering, as well as our presentations of economic and voting power in this prospectus, are based on the shares of common stock of Andersen Group Inc. and membership interests of AT Umbrella LLC outstanding as of June 30, 2026, and exclude:
| • | 141,071 shares of Class A common stock issued in connection with certain acquisitions and business combinations since June 30, 2026; |
| • | 102,000 shares of Class A common stock issued upon redemption of 102,000 Class X Aggregator units held by certain stockholders for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock); |
| • | 99,415,168 shares of Class A common stock reserved for issuance upon the redemption or exchange of Class X Umbrella Units and LTIP Units (together with corresponding shares of our Class B common stock) as of June 30, 2026; |
| • | the cancellation of 40,000 Class X Umbrella Units (and the cancellation of paired Class X Aggregator Units and shares of Class B common stock) since June 30, 2026; |
| • | 12,290,828 shares of Class A common stock reserved for future issuance under our 2025 Equity Incentive Plan (2025 Plan) as of June 30, 2026; and |
| • | 5,103,260 shares subject to restricted stock units (RSUs) outstanding under our 2025 Plan as of June 30, 2026. |
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Our 2025 Plan also provides for automatic annual increases in the number of shares reserved under this plan, as more fully described in “Equity Compensation Plan Information” in our Proxy Statement incorporated by reference in this prospectus.
Unless otherwise indicated, this prospectus reflects and assumes that all outstanding LTIP Units will be converted on a one-to-one basis.
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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables present the summary consolidated financial and other data for the periods and at the dates indicated. Andersen Group Inc. is a holding company, and its sole material asset is its ownership of approximately 12.1% of the Class X Umbrella Units in AT Umbrella LLC and its 100% wholly owned subsidiaries. As the managing member of AT Umbrella LLC, Andersen Group Inc. operates and controls all of the business and affairs of AT Umbrella LLC and its subsidiaries, including Andersen Tax Holdings LLC and Andersen Tax LLC.
The summary condensed consolidated statements of operations data presented below for the six months ended June 30, 2026 and 2025 and the summary condensed consolidated balance sheet data presented below as of June 30, 2026 has been derived from the unaudited condensed consolidated financial statements included within the 2026 Q2 Form 10-Q incorporated by reference in this prospectus.
The summary consolidated statements of operations data and statements of cash flows data presented below for the years ended December 31, 2025, 2024 and 2023 and the summary consolidated balance sheet data presented below as of December 31, 2025 and 2024 have been derived from our consolidated financial statements included within the 2025 Form 10-K incorporated by reference in this prospectus.
Andersen Group Inc. had no significant business transactions or activities prior to the reorganization transactions and the IPO, and, as a result, the historical financial information reflects that of Andersen Tax Holdings LLC and its subsidiaries.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Historical results are not necessarily indicative of the results expected for any future period. You should read the summary historical consolidated financial data below, together with “Part I—Item 1—Financial Statements,” “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the unaudited condensed consolidated financial statements and related notes thereto included in our 2026 Q2 Form 10-Q and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Part II—Item 8—Financial Statements and Supplementary Data,” and the historical consolidated financial statements and related notes thereto included in our 2025 Form 10-K, in each case incorporated by reference in this prospectus.
| Unaudited | ||||||||||||||||||||
| Six Months Ended June 30, |
Year Ended December 31, | |||||||||||||||||||
| 2026 | 2025 | 2025 | 2024 | 2023 | ||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Consolidated Statement of Operations Data: |
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| Revenue |
$ | 458,404 | $ | 384,058 | $ | 838,692 | $ | 731,593 | $ | 639,111 | ||||||||||
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| Operating expenses: |
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| Cost of services (excluding depreciation and amortization) |
339,935 | 343,206 | 595,085 | 461,777 | 399,900 | |||||||||||||||
| Sales, general and administrative |
98,515 | 89,241 | 176,732 | 131,947 | 114,661 | |||||||||||||||
| Equity restructuring costs |
- | - | 193,163 | - | - | |||||||||||||||
| Depreciation and amortization |
4,796 | 4,131 | 9,005 | 8,325 | 7,691 | |||||||||||||||
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| Total operating expenses |
443,246 | 436,578 | 973,985 | 602,049 | 522,252 | |||||||||||||||
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| Unaudited | ||||||||||||||||||||
| Six Months Ended June 30, |
Year Ended December 31, | |||||||||||||||||||
| 2026 | 2025 | 2025 | 2024 | 2023 | ||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Operating income (loss) |
15,158 | (52,520) | (135,293) | 129,544 | 116,859 | |||||||||||||||
| Interest income |
3,376 | 2,230 | 4,166 | 4,524 | 2,660 | |||||||||||||||
| Interest expense |
(12,121) | (247) | (1,436) | (64) | (138) | |||||||||||||||
| Other income, net |
3,971 | 2,293 | 5,391 | 3,192 | 1,559 | |||||||||||||||
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| Income (loss) before income tax expense (benefit) |
10,384 | (48,244) | (127,172) | 137,196 | 120,940 | |||||||||||||||
| Income tax expense (benefit) |
2,740 | (2,837) | 2,997 | 2,395 | 2,257 | |||||||||||||||
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| Net income (loss) |
$ | 7,644 | $ | (45,407) | $ | (130,169) | $ | 134,801 | $ | 118,683 | ||||||||||
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| Unaudited | ||||||||||||
| As of June 30, 2026 |
As of December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| ($ in thousands) | ||||||||||||
| Consolidated Balance Sheets Data: |
||||||||||||
| Cash and cash equivalents |
$ | 175,631 | $ | 250,280 | $ | 87,993 | ||||||
| Working capital (1) |
219,978 | 216,231 | 151,936 | |||||||||
| Accounts receivable, net allowance for credit losses |
189,371 | 123,418 | 117,848 | |||||||||
| Investments in held-to-maturity debt securities |
2,070 | 8,179 | 22,485 | |||||||||
| Total assets |
571,487 | 565,140 | 398,687 | |||||||||
| Total liabilities |
540,033 | 593,517 | 202,438 | |||||||||
| Redeemable noncontrolling interest |
- | 106,354 | - | |||||||||
| Total stockholders’ equity (deficit)/members’ equity |
31,454 | (134,731) | 196,249 | |||||||||
| (1) | We define working capital as current assets less current liabilities. See the consolidated financial statements of Andersen Group Inc. and related notes thereto included in our 2025 Form 10-K and our 2026 Q2 Form 10-Q incorporated by reference in this prospectus for further details regarding current assets and current liabilities. |
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin (collectively, Non-GAAP Financial Measures) to help us evaluate our business. 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.
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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. See “Part I— Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2026 Q2 Form 10-Q and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2025 Form 10-K, in each case incorporated by reference in this prospectus, for the definitions of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin and a reconciliation for each Non-GAAP Financial Measure to its most directly comparable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the 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.
The following table summarizes non-GAAP financial measures (along with the most directly comparable GAAP measures) for the periods indicated:
| Unaudited | ||||||||||||||||||||
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||||||||||
| 2026 | 2025 | 2025 | 2024 | 2023 | ||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Net Income (Loss) |
$ | 7,644 | $ | (45,407) | $ | (130,169) | $ | 134,801 | $ | 118,683 | ||||||||||
| Adjusted Net Income (unaudited) |
106,283 | 83,333 | 217,684 | 136,382 | 118,683 | |||||||||||||||
| EBITDA (unaudited) |
23,925 | (46,096) | (120,897) | 141,061 | 126,109 | |||||||||||||||
| Adjusted EBITDA (unaudited) |
122,793 | 86,855 | 227,016 | 142,654 | 126,109 | |||||||||||||||
| Revenue |
458,404 | 384,058 | 838,692 | 731,593 | 639,111 | |||||||||||||||
| Net Income (Loss) Margin |
1.7% | (11.8)% | (15.5)% | 18.4% | 18.6% | |||||||||||||||
| Adjusted Net Income Margin (unaudited) |
23.2% | 21.7% | 26.0% | 18.6% | 18.6% | |||||||||||||||
| Adjusted EBITDA Margin (unaudited) |
26.8% | 22.6% | 27.1% | 19.5% | 19.7% | |||||||||||||||
In the second quarter of 2026, we revised our definition of Adjusted Net Income, Adjusted Net Income Margin, Adjusted EBITDA and Adjusted EBITDA Margin to include all non-cash equity-based compensation. Comparative periods, including the year ended December 31, 2025, have been conformed to the revised 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.
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Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, as well as those contained in our 2025 Form 10-K, including the information set forth under “Item 1A—Risk Factors,” together with the other information contained or incorporated by reference in this prospectus before deciding whether to invest in shares of our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, liquidity, operating results, and prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See the section titled “Special Note Regarding Forward-Looking Statements” in this prospectus.
Risks Related to This Offering and Our Class A Common Stock
The dual-class structure of our common stock has the effect of concentrating voting control with Aggregator. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any major corporate transaction requiring stockholder approval, including change of control transactions.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. Aggregator holds all outstanding shares of our Class B common stock. Aggregator held approximately 98.7% of the combined voting power of our outstanding capital stock as of June 30, 2026. Immediately after this offering, Aggregator will own approximately 98.1% of the combined voting power of our outstanding capital stock.
As a result, we are, and will remain after this offering, a “controlled company” within the meaning of the corporate governance standards of the NYSE, and Aggregator will be able to continue to control all matters submitted to our stockholders for approval.
This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interests as one of our stockholders.
Further, we cannot predict whether our dual-class structure, combined with the concentrated control of Aggregator, will result in a lower or more volatile market price of our Class A common stock or in negative publicity or other adverse consequences.
We are an “emerging growth company” and we expect to continue to rely on reduced public company reporting requirements, which could make our Class A common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we are eligible for certain exemptions from various public company reporting requirements. These exemptions include, but are not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years after our IPO. However, if certain events occur prior to the end of such five-year period, including if we become a
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“large accelerated filer,” our annual gross revenue exceeds $1.235 billion, or we issue more than $1.0 billion of non-convertible debt securities in any three-year period, we would cease to be an emerging growth company prior to the end of such five-year period. We have made certain elections with regard to the reduced disclosure obligations regarding executive compensation in our filings and may elect to take advantage of other reduced disclosure obligations in future filings. As a result, the information that we provide to holders of our Class A common stock may be different than you might receive from other public reporting companies in which you hold equity interests. We cannot predict if investors will find our Class A common stock less attractive as a result of our reliance on these exemptions. If some investors find our Class A common stock less attractive as a result of any choice we make to reduce disclosure, there may be a less active trading market for our Class A common stock and the market price for our Class A common stock may be more volatile.
In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act to delay adoption of new or revised accounting standards until such time as those standards apply to private companies. We have elected to “opt-in” to this extended transition period for complying with new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised accounting standards on a non-delayed basis. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
We are a “controlled company” within the meaning of NYSE rules and, as a result, qualify for, and intend to continue to rely on, exemptions and relief from certain corporate governance requirements. You do not have the same protections afforded to stockholders of companies that are subject to such requirements.
Aggregator held approximately 98.7% of the combined voting power of our outstanding capital stock as of June 30, 2026. Immediately after this offering, Aggregator will own approximately 98.1% of the combined voting power of our outstanding capital stock. Aggregator therefore has the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of major corporate transactions. Because Aggregator controls a majority of the voting power of our outstanding capital stock, we are a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, namely the requirements to have a majority of directors be independent, to have a compensation committee and to have an independent nominating function. A majority of our board of directors are independent and we have an independent compensation committee in addition to an independent audit committee. While our compensation committee is fully independent, certain actions typically taken by a compensation committee under NYSE rules are instead taken by the full board in reliance on the “controlled company” exemption, including that our full board of directors determines and approves our CEO’s compensation, based on recommendations from our compensation committee. In addition, we do not have a nominating committee. The typical functions of this committee are addressed by our full board of directors. For as long as the “controlled company” exemption is available, our board of directors in the future may not consist of a majority of independent directors and may not have an independent nominating committee or compensation committee. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE rules regarding corporate governance. Use of the controlled company exemptions could cause our Class A common stock to be less attractive to certain investors or otherwise cause the market price of our Class A common stock to decline.
Sales of a substantial number of shares of our Class A common stock in the public market by the selling stockholders in this offering, or the perception that such sales may occur, could cause the market price of our Class A common stock to decline.
As of June 30, 2026, we had 13,472,214 shares of Class A common stock outstanding, excluding 99,415,168 shares of Class A common stock that would be issued if all outstanding Class X Umbrella Units and
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LTIP Units held by Aggregator were exchanged for a corresponding number of newly issued shares of Class A common stock. All of the shares sold in this offering will be freely tradable without further restriction or registration under the Securities Act. The shares of Class A common stock that would be issued if all outstanding Class X Umbrella Units and LTIP Units held by Aggregator were redeemed and exchanged for a corresponding number of newly issued shares of Class A common stock, will be deemed “restricted securities,” as that term is defined under Rule 144 of the Securities Act.
Our executive officers and directors and the selling stockholders are subject to lock-up restrictions with the underwriters during the period ending 90 days after the date of this prospectus that prevent them from selling their shares prior to the expiration of this lock-up period, subject to certain exceptions. Robert W. Baird & Co. Incorporated and Truist Securities, Inc. may permit our executive officers or directors or the selling stockholders to sell shares prior to the expiration of the restrictive provisions contained in the “lock-up” agreements with the underwriters. Managing Directors and their related holders who have redeemed their Class X Umbrella Units prior to this offering, but who are not participating as selling stockholders in this offering, are subject to transfer restrictions in regards to the shares of Class A common stock they receive upon such redemption during the period ending 90 days after the date of this prospectus. In addition, Mr. Vorsatz, our Chairman and Chief Executive Officer, previously entered into an additional lock-up restriction with us that prevents him from selling his shares during a period ending 18 months after the date of the IPO, which restriction may only be waived by our board of directors. See the sections titled “Description of Capital Stock—Redemption, Transferability and Exchange” and “Underwriting” for a more complete description of the lock-up agreements that we, our executive officers and directors and the selling stockholders have entered into with the underwriters and pursuant to agreements with us.
After the lock-up agreements and related transfer restrictions pertaining to this offering and the IPO expire, up to an additional 94,488,043 shares of Class A common stock (which are issuable upon redemption and exchange of an equal amount of Class X Umbrella Units and LTIP Units and forfeiture of corresponding shares of Class B common stock) will be eligible for sale in the public market, subject to various vesting and transfer restrictions, including those described in the section titled “Organizational Structure—Vesting and Transfer Restrictions of Aggregator Members.” The market price of our Class A common stock could decline as a result of the sale of a substantial number of our shares in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares.
Future sales and issuances of our Class A common stock or rights to purchase or acquire common stock, including upon redemption of Class X Umbrella Units, could result in additional dilution to our stockholders and could cause the market price of our Class A common stock to decline.
After this offering, we will have 981,600,661 shares of Class A common stock authorized but unissued, including 94,488,043 shares of Class A common stock issuable upon redemption and exchange of Class X Umbrella Units and LTIP Units and forfeiture of corresponding shares of Class B common stock that will be held by Aggregator. We may issue additional Class A common stock, convertible securities, preferred stock or other equity following the completion of this offering. We will also admit new Managing Directors from time to time, who we currently expect will become indirect owners of Class X Umbrella Units or LTIP Units of AT Umbrella LLC along with paired shares of Class B common stock, each held indirectly through Aggregator. LTIP Units are exchangeable into Class X Umbrella Units when certain conditions are met. We may alternatively admit new Managing Directors to whom we will issue Class A common stock and/or Class B common stock. We also expect to issue Class A common stock to our employees, directors, and other service providers pursuant to our equity incentive plan.
Such issuances could be dilutive to investors and could cause the market price of our Class A common stock to decline. New investors in such issuances could also receive rights senior to those of holders of our Class A common stock. Similarly, the AT Umbrella Limited Liability Company Agreement permits AT Umbrella LLC to issue an unlimited number of additional limited liability company interests of AT Umbrella LLC with
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designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Class X Umbrella Units, and which may be redeemable for shares of our Class A common stock. In the future, we may also issue additional securities if we need to raise capital, including, but not limited to, in connection with acquisitions, which could constitute a material portion of our then-outstanding shares of Class A common stock. Any such issuance could substantially dilute the ownership and voting power of our existing stockholders and cause the market price of our Class A common stock to decline.
We have filed one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock issued pursuant to our 2025 Equity Incentive Plan. Such Form S-8 registration statements automatically became effective upon filing. Accordingly, shares registered under such registration statements are available for sale in the open market. In the future, we may also continue to issue our securities in connection with investments, business combinations or acquisitions. The number of shares of our Class A common stock (or securities convertible into or exchangeable for our Class A common stock) issued in connection with an investment, business combination or acquisition could constitute a material portion of our then-outstanding shares of Class A common stock. As restrictions on resale end, the market price of our shares of Class A common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our Class A common stock or other securities or to use our Class A common stock as consideration for acquisitions of other businesses, investments or other corporate purposes.
If industry or financial analysts issue inaccurate or unfavorable research regarding our Class A common stock, our stock price and trading volume could decline.
The market for our Class A common stock is influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts or the content and opinions included in their reports. As a new public company, we may be slow to attract research coverage and the analysts who publish information about our Class A common stock have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. If any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding the market price of our Class A common stock, our stock price would likely decline. In addition, the stock prices of many companies have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, analysts could downgrade our Class A common stock or publish unfavorable research about us. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause our stock price or trading volume to decline.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, could limit attempts to make changes in our management, and could depress the market price of our Class A common stock.
Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change in control of our company or limiting changes in our management. Among other things, they provide:
| • | a dual-class structure which provides holders of our Class B common stock with ten votes per share until the date on which Aggregator and its designees and affiliates cease to beneficially own 50% of the voting power of our common stock entitled to vote generally in the election of directors (the Triggering Event), giving Aggregator the ability to significantly influence the outcome of matters requiring stockholder approval until the date of the Triggering Event; |
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| • | authorization of the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; |
| • | from and after the Triggering Event, our board of directors will be divided into three classes with members of each class serving staggered three-year terms; |
| • | from and after the Triggering Event, our stockholders may not call special meetings of the stockholders; |
| • | from and after the Triggering Event, our stockholders will only be able to take action at a meeting of stockholders and not by written consent; and |
| • | advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. |
These provisions may delay or prevent attempts by our stockholders to replace members of our management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. We have opted out of Section 203 of the Delaware General Corporation Law, or the DGCL; however, our amended and restated certificate of incorporation contains similar provisions that shall apply to us after the Triggering Event, providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, subject to certain exceptions. Anti-takeover provisions could depress the market price of our Class A common stock by acting to delay or prevent a change in control of our company.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for actions or proceedings brought under Delaware statutory or common law: (i) any derivative claim or cause of action brought on our behalf; (ii) any action asserting a claim of a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the DGCL; (iv) any action arising under or seeking to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); (v) any claim or cause of action against us that is governed by the internal affairs doctrine; or (vi) any action asserting an “internal corporate claim” as defined in the DGCL, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
Our amended and restated certificate of incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. Some companies that adopted a similar federal district court forum selection provision were subject to a suit in the Chancery Court of Delaware by stockholders who asserted that the provision is not enforceable. While the Delaware Supreme Court held that such federal district court forum selection provision was in fact valid, there can be no assurance that federal courts or other state courts will follow the holding of the Delaware Supreme Court or determine that our federal district court forum selection provision should be enforced in a particular case. These choice of forum provisions do not apply to actions brought to enforce a duty or liability created by the Exchange Act. We intend for the choice of forum provision regarding claims arising under the Securities Act to apply despite the fact that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all actions brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. There is uncertainty as to whether a court would enforce such provision with respect to claims under the Securities Act. Our exclusive forum provision does not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
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For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find such provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. These exclusive forum provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act.
We do not currently intend to pay dividends on our capital stock, so any returns will be limited to increases in the value of our Class A common stock, if any.
We have never declared or paid any cash dividends on our capital stock, and except as described in the section titled “Dividend Policy,” we do not currently expect to pay any dividends or other distributions on our Class A common stock in the foreseeable future. The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under any future credit facility or financing we may obtain, and such other factors as our board of directors may deem relevant. See “Part I—Item 1A—Risk Factors—Risks Related to Our Organizational Structure—AT Umbrella LLC may make distributions of cash to us in excess of the amounts we use to make distributions to our stockholders and pay our expenses (including our taxes and payments under the Tax Receivable Agreement). To the extent we do not distribute such excess cash as dividends on our Class A common stock, the other Class X Umbrella Unit holders would benefit from any value attributable to such cash as a result of their ownership of Class A common stock upon a redemption or exchange of their Class X Umbrella Units” in our 2025 Form 10-K incorporated by reference in this prospectus, and the section titled “Dividend Policy.”
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we have filed with the SEC that are incorporated by reference herein include forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are included throughout this prospectus, including in the sections entitled “Summary” and “Risk Factors” herein and in our 2025 Form 10-K, as such factors may be updated from time to time in our periodic filings with the SEC, as well as the other information contained or incorporated by reference in this prospectus. All statements other than statements of historical facts included or incorporated by reference in this prospectus, 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 included or incorporated by reference in this prospectus 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; |
| • | estimates regarding the size of the markets we target; |
| • | 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, 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; |
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| • | 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 included or incorporated by reference in this prospectus.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the sections titled “Risk Factors” herein and in our 2025 Form 10-K, which is incorporated by reference in this prospectus. 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 prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
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 prospectus and the documents incorporated by reference 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 prospectus 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 prospectus, 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 prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
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Structure Prior to the Reorganization Transactions
Prior to the reorganization transactions described below and the IPO, we historically conducted our business through Andersen Tax Holdings LLC and its subsidiaries, including Andersen Tax LLC, and all of the equity interests of Andersen Tax Holdings LLC were owned by MD Management LLC (MDM) and MD Investment LLC (MDI and together with MDM, the Management Holdcos). Each of the Management Holdco’s equityholders included current and former Managing Directors.
The following diagram depicts the Andersen Tax Holdings LLC organizational structure prior to the reorganization transactions and the IPO. This chart is provided for illustrative purposes only and does not purport to represent all legal entities within the Andersen Tax Holdings LLC organizational structure.
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Reorganization Transactions
Prior to the IPO, we completed an internal reorganization through a series of transactions (the reorganization transactions). In connection with the reorganization transactions:
| • | Andersen Group Inc. amended and restated its certificate of incorporation, pursuant to which it is authorized to issue two series of common stock, which we refer to collectively as our “common stock” and which are summarized in the following table: |
| Series of Common Stock | Votes | Economic Rights |
||||||
| Class A common stock |
1 | Yes | ||||||
| Class B common stock |
10 | None | ||||||
Our common stock generally votes together as a single class on all matters submitted to a vote of our stockholders. We issued 12,650,000 shares of our Class A common stock in the IPO. We have not listed, and do not intend to list, our Class B common stock on any stock exchange.
| • | Andersen Group Inc. issued to Aggregator 98,302,500 shares of our 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. |
| • | Each of the Management Holdcos issued to each of their members a promissory note in a principal amount equal to such member’s and its related transferees’ 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 balance of at least $550,000, either a three- or seven-year period for each family of related notes with a principal balance of less than $550,000 and a period of between two to seven years for notes issued to certain retiring and retired Managing Director members of the Management Holdcos (the Member Notes). |
| • | In a series of transactions, the Management Holdcos merged with and into Aggregator, a newly formed Delaware limited liability company, resulting in Aggregator becoming the managing member of Andersen Tax Holdings LLC immediately after the mergers. In connection with the mergers, Aggregator issued Class X Aggregator Units to equityholders of the Management Holdcos that were then current Managing Directors and related persons. After the reorganization, the Member Notes became a liability of Aggregator. AT Umbrella LLC issued corresponding notes to Aggregator 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 two- to seven-year periods, respectively (the CA Notes). The CA 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. |
| • | Aggregator formed AT Umbrella, a Delaware limited liability company. AT Umbrella issued Class X Umbrella Units to Aggregator. Immediately after such contribution, AT Umbrella became the managing member of Andersen Tax Holdings LLC. |
| • | AT Umbrella LLC issued to Aggregator a promissory 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 HO Note). The HO Note accrues interest at 7.63%. |
| • | Concurrently with the IPO, AT Umbrella issued 976,563 LTIP Units in connection with the IPO (the IPO Grants) to Aggregator in connection with our earlier appointment of additional Managing Directors during 2025, and Aggregator issued corresponding Aggregator LTIP Units to such Managing Directors. Andersen |
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| Group Inc. issued to Aggregator shares of our 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. |
Our Post-IPO Structure
We contributed the net proceeds from the IPO to AT Umbrella in exchange for a number of Class X Umbrella Units equal to the contribution amount divided by the price paid by the underwriters for shares of our Class A common stock in the IPO. Such contribution amount has been and will be used by AT Umbrella for working capital and general corporate purposes. We also have caused and intend to continue to cause AT Umbrella LLC to use a portion of the net proceeds from the IPO for acquisitions of, or business combinations with, complementary businesses or other assets.
Andersen Group Inc. is a holding company, and its sole material asset is its ownership of approximately 12.1% of the Class X Umbrella Units in AT Umbrella LLC and its 100% wholly owned subsidiaries. As of June 30, 2026, the holders of our Class A common stock collectively owned 100% of the economic interests in Andersen Group Inc. and had 1.3% of the voting power of Andersen Group Inc. As of June 30, 2026, Aggregator owned the remaining 98.7% of the voting power of Andersen Group Inc. through ownership of 100% of the outstanding shares of our Class B common stock. After this offering, Andersen Group Inc. will own approximately 16.3% of the Class X Umbrella Units in AT Umbrella LLC, which in turn will own 100% of the common units of Andersen Tax Holdings LLC. Aggregator will own the remaining 83.7% of the Class X Umbrella Units in AT Umbrella LLC, which are redeemable at the election of Aggregator or its members for newly issued shares of our Class A common stock on a one-for-one basis or, at Andersen Group Inc.’s election, for cash (based on the volume-weighted average market price of our Class A common stock), and such exchange, at Andersen Group Inc.’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such redemption. Upon such exchange, an equivalent number of shares of Class B common stock will be cancelled. The sum of the total number of Class X Umbrella Units directly owned by us and of Class X Umbrella Units and LTIP Units directly owned by Aggregator equals the sum of the outstanding shares of our Class A common stock and Class B common stock. Under the Aggregator Limited Liability Company Agreement, shares of our Class B common stock held by Aggregator cannot be transferred except in connection with a redemption of Class X Umbrella Units into shares of our Class A common stock, subject to certain exceptions, such as to permitted transferees.
Because Andersen Group Inc. has a controlling financial interest under GAAP rules in AT Umbrella due to its position as its sole managing member, we consolidate the financial results of AT Umbrella. A portion of our net income (loss) is allocated to a non-controlling interest to reflect the entitlement of the members of AT Umbrella (other than Andersen Group Inc.) to a portion of AT Umbrella’s net income (loss) attributable to AT Umbrella. We accounted for the reorganization transactions in a manner consistent with a common-control transaction and will initially measure the interests of the pre-offering members of AT Umbrella at their carrying amounts as of the date of the completion of the reorganization transactions.
The following diagram depicts our organizational structure as of June 30, 2026 and does not take into account the CA Notes and HO Note for purposes of calculating the percentage economic interests in AT Umbrella LLC. As of June 30, 2026, there were 99,415,168 shares of Class B common stock outstanding, which equals the sum of the total number of Class X Umbrella Units and LTIP Units held by Aggregator, assuming a one-to-one conversion of the LTIP Units. Each LTIP Unit has a per-unit hurdle amount, which is economically similar to the exercise price of a stock option. LTIP 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 such LTIP Unit receives distributions equivalent to
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what such holder would have received if the hurdle amount had not been applied, up to the agreed-upon cumulative amount. This chart is provided for illustrative purposes only and does not represent all legal entities within our organization:
As of June 30, 2026, Andersen Aggregator LLC held 97,805,000 Class X Umbrella Units and 1,610,168 LTIP Units, representing 88.1% economic interest in AT Umbrella LLC, excluding the CA Notes and HO Note, and Andersen Group Inc. held 13,472,214 Class X Umbrella Units, representing 11.9% economic interest in AT Umbrella LLC, excluding the CA Notes and HO Note.
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Limited Liability Company Agreement of AT Umbrella LLC
As a result of the reorganization, Andersen Group Inc. conducts all of its business activities through its direct subsidiary, AT Umbrella LLC, an intermediate holding company. The operations of AT Umbrella, and the rights and obligations of its members, are set forth in the Limited Liability Company Agreement of AT Umbrella LLC, which is provided as an exhibit to the registration statement of which this prospectus forms a part. The following is a description of the material terms of this agreement.
Governance. Andersen Group Inc. serves as the sole managing member of AT Umbrella. As such, we control its business and affairs and are responsible for the management of its business. We also have the power to delegate certain of our management responsibilities in respect of AT Umbrella, including to agents and employees of a member of AT Umbrella or of AT Umbrella or its subsidiaries. No other members of AT Umbrella, in their capacity as such, have any authority or right to control the management of AT Umbrella or to bind it in connection with any matter.
Economic Rights of Members. AT Umbrella has units designated as Class X Umbrella Units and LTIP Units. Except by reason of the hurdle amount for LTIP Units and/or any catch-up distributions in respect of certain LTIP Units, distributions by AT Umbrella (other than tax distributions) in respect of Class X Umbrella Units and LTIP Units are generally made to the holders of such Units pro rata in accordance with the number of Class X Umbrella Units and LTIP Units they hold. In addition, AT Umbrella LLC is obligated to make payments on the CA Notes and the HO Note.
Issuances of Units. Except as described below, when LTIP Units are exchanged for Class X Umbrella Units, upon the issuance of new Class X Umbrella Units to Aggregator, we will issue to Aggregator a number of shares of Class B common stock equal to the number of such new Class X Umbrella Units. Upon the issuance of new LTIP Units, we currently intend to issue to Aggregator a number of shares of Class B common stock equal to the maximum number of Class X Umbrella Units issuable upon exchange of such LTIP Units. The Class B common stock issued in connection with such new Class X Umbrella Units and/or new LTIP Units will be entitled to ten votes per share. We currently expect the new Managing Directors we admit from time to time will become indirect beneficial owners of Class X Umbrella Units or LTIP Units of AT Umbrella LLC along with paired shares of Class B common stock, each held indirectly through Aggregator. We may alternatively admit new Managing Directors to whom we will issue Class A common stock and/or Class B common stock.
Redemption Rights. Under the Limited Liability Company Agreement of AT Umbrella, Aggregator has the right from time to time to cause AT Umbrella to redeem any or all of its Class X Umbrella Units (and cancel paired shares of Class B common stock), in exchange for, at Andersen Group’s election (subject to certain exceptions, including that the funds for a cash settlement were received from any Qualifying Offering (as defined under the Limited Liability Company Agreement of AT Umbrella)), either cash (based on the volume-weighted average market price of a share of our Class A common stock) or shares of our Class A common stock, and such exchange, at Andersen Group Inc.’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such redemption.
From time to time, subject to certain restrictions, members of Aggregator desiring to transfer all or any portion of their vested interests in Aggregator can elect to (i) cause Aggregator to distribute to them a portion of Class X Umbrella Units indirectly owned by such members in redemption of their corresponding interests in Aggregator and (ii) immediately thereafter exercise their redemption and exchange rights as members of AT Umbrella as described above.
Subject to certain restrictions, the Managing Directors that hold Aggregator LTIP Units have the right, in connection with the exchange of Aggregator LTIP Units for Class X Aggregator Units prior to a redemption of such Class X Aggregator Units, to cause Aggregator to exchange its vested LTIP Units corresponding to such
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Aggregator LTIP Units for a number of Class X Umbrella Units equal to the amount to which Aggregator would be entitled to receive on account of such LTIP Units if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC divided by the amount to which we would be entitled to receive on account of one Class X Umbrella Unit if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC (and we shall cancel a number of shares of Class B common stock (and in such event, Aggregator shall surrender to us such shares for cancellation) such that the number of shares of Class B common stock held by Aggregator immediately after such exchange is equal to the number of such Class X Umbrella Units being issued to Aggregator in such exchange), and following such an exchange immediately thereafter exercise their redemption and exchange rights as members of Aggregator as described above.
Aggregator members who are indirect owners of Class X Umbrella Units and/or LTIP Units held by Aggregator are subject to vesting and transfer restrictions as described below.
Transfers of Units. Holders of any units of AT Umbrella may not transfer any such units to any person unless he or she complies with the terms of the Limited Liability Company Agreement of AT Umbrella. Subject to various terms and conditions, Aggregator may not transfer any Class X Umbrella Units held by it unless it transfers an equal number of shares of our Class B common stock to the same transferee. Our units of AT Umbrella are non-transferable.
Amendments. The Limited Liability Company Agreement of AT Umbrella was amended on March 24, 2026 and may be further amended by members who together own a majority in interest of the Units then outstanding which majority must include Aggregator until Aggregator ceases to beneficially own shares of our common stock representing at least 50% of the total voting power of the outstanding shares of our common stock, provided that no amendment may adversely modify in any material respect the Units then held by members of AT Umbrella in any materially disproportionate manner to those held by any other member of AT Umbrella without the prior consent of a majority in interest of such disproportionately affected members.
Indemnification and Exculpation. AT Umbrella will indemnify Andersen Group Inc., as its current managing member, the former members of its board of managers, our officers and directors and its officers against losses, claims, damages, liabilities, expenses (including all reasonable out-of-pocket fees and expenses of counsel and other advisors), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings in connection with any matter arising out of or in connection with the AT Umbrella’s business or affairs, or the Limited Liability Company Agreement of AT Umbrella or any related document, unless such loss, claim, damage, liability, expense, judgment, fine, settlement or other amount is a result of not acting in good faith on behalf of AT Umbrella or arose as a result of the willful commission of any act that is dishonest and materially injurious to AT Umbrella, or results from the breach of certain contractual obligations under the Limited Liability Company Agreement of AT Umbrella.
Vesting and Transfer Restrictions of Aggregator Members
By entering into the Aggregator Limited Liability Company Agreement, the members of Aggregator who hold Class X Aggregator Units and Aggregator LTIP Units agreed, among other things, to:
| • | except as described below, maintain beneficial ownership of such member’s units received on or prior to the date of the IPO for a period of five years thereafter; |
| • | maintain beneficial ownership of at least one-third of the units received by such member as long as such member is employed or engaged by Andersen Tax LLC or an affiliate; and |
| • | comply with certain other transfer restrictions when requested to do so by Aggregator. |
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A portion of the Class X Aggregator Units held by each member of Aggregator and by certain affiliated persons and entities of such member, which are collectively referred to as a member group, are subject to vesting based on the number of prior service years with Andersen Tax LLC or affiliates (or, at the sole discretion of Aggregator’s Board of Directors, service as a managing director or equivalent position other than at Andersen Tax LLC or an affiliate) by such member as follows:
| Service Years | Percentage of Units Vested at the Time of the IPO | |||
| Fewer than 2 years |
5 | % | ||
| 2 - 4 years |
10 | % | ||
| 4 - 6 years |
20 | % | ||
| 6 - 8 years |
30 | % | ||
| 8 - 10 years |
40 | % | ||
| Greater than 10 years |
50 | % | ||
Additionally, all of the IPO Grants were unvested at the time of grant. Unvested units cannot be transferred, exchanged or redeemed, except for certain permitted transfers, and are subject to forfeiture upon the occurrence of certain events, including the termination of such member’s employment. Members of Aggregator who continue to be employed or engaged by Andersen Tax LLC or an affiliate will vest and no longer be subject to forfeiture as to 20% of the restricted units held by such member’s affiliated member group following the completion of each 12-month period of continuous employment or engagement by Andersen Tax LLC or an affiliate commencing on the date of the IPO.
Additionally, a member group may only redeem units for Class X Umbrella Units, to be subsequently redeemed for Class A common stock, up to a cumulative limit equal to 20% of the units granted to members within such affiliated member group for each 12-month period after the date of the IPO.
Subject to compliance with certain provisions of the Aggregator Limited Liability Company Agreement, upon the retirement of a member at the age of 65 or above, or upon the death or disability of a member, the vesting of all remaining unvested units held by such member’s affiliated member group will accelerate, and such units are no longer subject to any of the transfer restrictions described above, except for the 20% per 12-month period cumulative redemption limit as to a retired member.
Any modifications or waivers of the vesting and transfer restrictions described above require our consent.
Managing Director Matters Agreement
In connection with the IPO, Andersen Group and Aggregator entered into a Managing Director Matters Agreement. The purpose of the Managing Director Matters Agreement is to establish procedures for certain continued involvement of our Managing Directors in the management of AT Umbrella LLC and its subsidiaries. The Managing Director Matters Agreement provides, among other things, mechanisms for Aggregator’s Board to continue to vote on new Managing Director admissions after the IPO.
Tax Receivable Agreement
Redemptions or exchanges of Class X Umbrella Units from members of AT Umbrella (other than Andersen Group Inc.) in exchange for shares of our Class A common stock or cash are expected to produce favorable tax attributes that would not be available to us in the absence of such redemptions or exchanges.
Prior to the IPO, Andersen Group Inc. entered into a Tax Receivable Agreement with Aggregator that provides for the payment by us to certain holders of Class X Umbrella Units who are or may become parties to the Tax Receivable Agreement from time to time 85% of the amount of cash savings, if any, in U.S. federal, state and local
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income tax or franchise tax that we realize or are 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 our Class A common stock or cash following the IPO; and (ii) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement. The Tax Receivable Agreement makes certain simplifying assumptions regarding the determination of the cash savings that we realize or are deemed to realize from the covered tax attributes, which may result in payments pursuant to the Tax Receivable Agreement in excess of those that would result if such assumptions were not made. No TRA Party will reimburse us 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 Tax Receivable Agreement, if any, after our determination of such excess. We could make future payments to the TRA Parties under the Tax Receivable Agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could negatively impact our liquidity. Assuming that all units eligible to be redeemed for cash or Class A common stock would be exchanged for Class A common stock by Andersen Group Inc. and that we will have sufficient taxable income to utilize all of the tax attributes covered by the Tax Receivable Agreement when they are first available to be utilized under applicable law, we estimate that payments under the Tax Receivable Agreement would aggregate to approximately $1,037.4 million over the next 15 years and for yearly payments over that time to range between approximately $56.7 million to $100.5 million per year, based on the closing price of our Class A common stock of $37.72 per share on June 30, 2026. See “Part I—Item 1A—Risk Factors—Risks Related to Our Organizational Structure—The Tax Receivable Agreement with the TRA Parties requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the CA Notes and HO Note require AT Umbrella LLC to make cash payments to Aggregator. We expect that the payments we and AT Umbrella LLC will be required to make under these arrangements will be substantial.” in our 2025 Form 10-K incorporated by reference in this prospectus, and “Certain Relationships and Related Transactions” in our Proxy Statement incorporated by reference in this prospectus.
Retiring and Retired Member Class H Aggregator Units
In connection with the reorganization of the Management Holdcos, Aggregator issued Units referred to as Class H Aggregator Units entitled to, subject to certain terms and conditions, certain cash distributions over a period of up to seven years totaling an aggregate payment of approximately $208.3 million, on account of their interests under the current Management Holdco limited liability company agreements relating to payment of the above mentioned post-service obligations to certain retiring and retired Managing Directors to Aggregator. AT Umbrella LLC issued to Aggregator a promissory note in a principal amount of approximately $162.3 million with repayment over an eight-year period relating to a portion of the payments made to Aggregator on account of such Class H Aggregator Units (the HO Note). The HO Note accrues interest at 7.63%.
Capital Account Installment Notes
In connection with the reorganization of the Management Holdcos, each of the Management Holdcos issued to each of their members a promissory note in a principal amount equal to such member’s and its related transferees’ 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 balance of at least $550,000, either a three- or seven-year period for each family of related notes with a principal balance of less than $550,000 and a period of between two to seven years for notes issued to certain retiring and retired Managing Director members of the Management Holdcos. After the reorganization, the Member Notes became a liability of Aggregator. Additionally, AT Umbrella LLC issued corresponding notes to Aggregator 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 two- to seven-year period, respectively. The CA Notes accrue interest between 6.31% to 7.50%.
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Information contained in this prospectus and documents incorporated by reference herein concerning our industry and the market in which we operate, including our general expectations and market position, market opportunity, and market size is based on information from various sources. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Additionally, you should assume that any such information in documents that we have incorporated by reference is derived from sources and internal data and estimates available as of the date of such document incorporated by reference. Although neither we nor the underwriters have independently verified the accuracy or completeness of any third-party information, we believe the market position, market opportunity and market size information included in this prospectus is reliable and based on reasonable assumptions. The industry in which we operate is subject to uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” herein and in our 2025 Form 10-K. These and other factors could cause results to differ materially from those expressed in the estimates made by the third parties.
The sources of the estimates, forecasts and market data contained in this prospectus and the documents incorporated by reference herein are:
| • | United Nations Conference on Trade and Development, World Investment Report 2026, July 2026; |
| • | Government Accountability Office, “Tax Cuts and Jobs Act: Considerable Progress Made Implementing Business Provisions, but IRS Faces Administrative and Compliance Challenges,” February 25, 2020; |
| • | Mercer Public Accounting Firms Compensation Survey; |
| • | OECD Initiative to combat Base Erosion and Profit Shifting (BEPS); |
| • | Accounting Today, “Inside the 2025 Top 100 Firms,” March 6, 2025; and |
| • | IBISWorld’s Tax Preparation Services, Accounting Services, Management Consulting and Business Valuation Firms industry reports, 2024. |
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We will not receive any proceeds from the sale of the shares of our Class A common stock offered by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders). The selling stockholders will receive all of the proceeds from the sale of shares of our Class A common stock by such selling stockholders. The selling stockholders have agreed to reimburse us for all of our expenses relating to this offering.
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We have never declared or paid any dividends on our Class A common stock. Holders of our non-economic Class B common stock are not entitled to participate in any cash dividends declared by our board of directors. Except as described below, we do not currently expect to pay any dividends or other distributions on our Class A common stock in the foreseeable future. The payment of any future dividends will be at the discretion of our board of directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and other factors that our board of directors may deem relevant. Because our business is conducted through our subsidiaries, dividends, distributions and other payments from, and cash generated by, our subsidiaries will be our principal sources of cash to fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. Our ability to pay cash dividends on our capital stock in the future may also be limited by the terms of any preferred securities we may issue or agreements governing any additional indebtedness we may incur.
Subject to funds being legally available, we intend to cause AT Umbrella LLC to make distributions to each holder of economic interests in AT Umbrella LLC, including holders of Class X Umbrella Units, LTIP Units, CA Notes and HO Note, in respect of the U.S. federal, state and local income tax liability attributable to each holder’s allocable share of taxable income of AT Umbrella LLC, calculated using an assumed tax rate equal to the highest marginal tax rate for an individual or corporation resident in the state of the United States that has the highest individual income or corporate income tax rates. Tax distributions will be made quarterly, on an estimated basis. Tax distributions made in respect of Class X Umbrella Units (but not LTIP Units) will generally be made pro rata in respect of such Units, as described in the AT Umbrella Limited Liability Company Agreement. The declaration and payment of any dividends by Andersen Group Inc. will be at the sole discretion of our board of directors, which may change our dividend policy at any time. Our board of directors will take into account:
| • | general economic and business conditions; |
| • | our financial condition and operating results; |
| • | our available cash and cash equivalents and current and anticipated cash needs; |
| • | our capital requirements; |
| • | contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including AT Umbrella LLC) to us; and |
| • | such other factors as our board of directors may deem relevant. |
Andersen Group Inc. is a holding company and our sole material asset is our indirect ownership interests in Andersen Tax Holdings LLC. As a result, our ability to declare and pay dividends to the holders of our Class A common stock will be subject to the ability of AT Umbrella LLC to provide distributions to us, and there can be no assurance that AT Umbrella LLC and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in debt instruments of AT Umbrella LLC and its subsidiaries, will permit such distributions. If AT Umbrella LLC makes such distributions to us, the other Class X Umbrella Unit holders generally will be entitled to receive equivalent distributions from AT Umbrella LLC. However, because we must pay taxes and make payments under the Tax Receivable Agreement, amounts ultimately distributed as dividends to holders of our Class A common stock are expected to be less than the amounts distributed by AT Umbrella LLC to the other Class X Umbrella Unit holders on a per share basis.
We anticipate that cash received by AT Umbrella LLC may, in certain periods, exceed its liabilities, including tax liabilities, and obligations to make payments under the Tax Receivable Agreement. We may use any such excess cash from time to time to pay dividends, which may include special dividends, on our Class A
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common stock, or to fund repurchases of our Class A common stock, or any combination of the foregoing. Our board of directors, in its sole discretion, will make any determination with respect to the use of any such excess cash. If necessary, we may also undertake ameliorative actions, which may include, among other actions, pro rata or non-pro rata reclassifications, combinations, subdivisions, or adjustments of outstanding units of AT Umbrella LLC, or to declare a stock dividend on our Class A common stock of an aggregate number of additional newly issued shares that corresponds to the number of additional Class X Umbrella Units that Andersen Group Inc. is acquiring, to maintain one-to-one parity between Class X Umbrella Units and shares of Class A common stock.
Assuming AT Umbrella LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A common stockholders out of the portion, if any, of such distributions remaining after our payment of taxes, Tax Receivable Agreement payments and expenses (any such portion, an excess distribution) will be made by our board of directors. Because our board of directors may determine to pay or not pay dividends to our Class A common stockholders, our Class A common stockholders may not necessarily receive dividend distributions relating to excess distributions, even if AT Umbrella LLC makes such distributions to us. Holders of our Class B common stock are not entitled to participate in any cash dividends declared by our board of directors.
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PRINCIPAL AND SELLING STOCKHOLDERS
The following tables set forth the beneficial ownership of Andersen Group Inc.’s capital stock as of August 5, 2026, and as adjusted to reflect the sale of Class A common stock offered by the selling stockholders in this offering, for:
| • | the selling stockholders; |
| • | each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our outstanding shares of Class A common stock or Class B common stock; |
| • | each of our named executive officers; |
| • | each of our directors; and |
| • | all of our executive officers and directors as a group. |
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, we deem shares of Class A common stock subject to restricted stock unit awards that will vest within sixty days of August 5, 2026 to be outstanding and to be beneficially owned by the person holding the restricted stock unit award for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following tables is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the tables does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated by the footnotes below, we believe, based on the information furnished to us, that the persons or entities identified in the following tables have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
The shares of Class A common stock listed as beneficially owned in the table below by our executive officers and directors are presented on a fully as-exchanged basis, without regard to vesting, reflecting the redemption or exchange of all Class X Aggregator Units and Aggregator LTIP Units in Aggregator for Class X Umbrella Units and Class B common stock beneficially owned by Aggregator and subsequent issuance of Class A common stock to all holders of such units in exchange for such Class X Umbrella Units (and the cancellation of paired shares of Class B common stock). Such exchange, at Andersen’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such redemption.
Prior to the consummation of this offering, each selling stockholder will redeem a portion of the Class X Aggregator Units held by such selling stockholder for an equal number of (i) Class X Umbrella Units and (ii) shares of our Class B common stock currently held by Aggregator, and will subsequently redeem such Class X Umbrella Units (with the cancellation of the paired shares of Class B common stock) for the shares of our Class A common stock to be sold in this offering. See the section titled “Organizational Structure.” None of our executive officers or directors are selling stockholders in this offering.
Except as otherwise noted below, the address for persons listed in the table is c/o Andersen Group Inc., 333 Bush Street, Suite 1700, San Francisco, California 94104. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock listed as beneficially owned by them.
43
Table of Contents
| Class A Common |
Class B Common |
Combined Voting % | ||||||||
| Name of Beneficial Owner | Number |
% |
Number |
% | ||||||
| Directors and Named Executive Officers |
||||||||||
| Mark Vorsatz (4) |
7,000,000 | 6.2% | - | - | * | |||||
| Peter Coscia (5) |
1,200,000 | 1.1% | - | - | * | |||||
| Daniel DePaoli (6) |
1,700,000 | 1.5% | - | - | * | |||||
| Susan Decker (7) |
250,000 | * | - | - | * | |||||
| Robert V. Gunderson, Jr. (8) |
265,000 | * | - | - | * | |||||
| John R. Joyce (9) |
260,422 | * | - | - | * | |||||
| Joseph Karczewski (10) |
2,000,000 | 1.8% | - | - | * | |||||
| John F. Nicolai (11) |
259,475 | * | - | - | * | |||||
| Ronald L. Olson (12) |
257,896 | * | - | - | * | |||||
| Dorice Pepin (13) |
850,000 | * | - | - | * | |||||
| All directors and executive officers as a group (12 persons) |
14,642,793 | 13.0% | - | - | 1.5% | |||||
| * Less than 1%
(1) On a fully exchanged and converted basis, without regard to vesting. Subject to the terms of the AT Umbrella Amended and Restated Limited Liability Company Agreement, Class X Umbrella Units are redeemable or exchangeable for shares of our Class A common stock on a one-for-one basis. (2) Aggregator holds all of the issued and outstanding shares of our Class B common stock. Each share of our Class B common stock is entitled to ten votes per share, except that each holder of our Class B common stock will be entitled to one vote per share automatically from and after the Triggering Event. See the section titled “Description of Capital Stock—Common Stock.” (3) Represents percentage of voting power of the Class A common stock held by such person, on a fully exchanged and converted basis without regard to vesting, and Class B common stock held by Aggregator. All series of our common stock generally vote together as a single class on all matters submitted to a vote of our stockholders. See the section titled “Description of Capital Stock—Common Stock.” (4) Consists of (i) 5,000,000 Class X Aggregator Units held by Mr. Vorsatz which are indirectly exchangeable for 5,000,000 shares of Class A common stock, (ii) 1,400,000 Class X Aggregator Units held by entities controlled by and/or affiliated with Mr. Vorsatz which are indirectly exchangeable for 1,400,000 shares of Class A common stock and (iii) 600,000 Class X Aggregator Units held by immediate family members of Mr. Vorsatz which are indirectly exchangeable for 600,000 shares of Class A common stock, and over which Mr. Vorsatz exercises voting control. (5) Consists of (i) 850,000 Class X Aggregator Units held by Mr. Coscia which are indirectly exchangeable for 850,000 shares of Class A common stock and (ii) 350,000 Class X Aggregator Units held by a trust controlled by Mr. Coscia which are indirectly exchangeable for 350,000 shares of Class A common stock. (6) Consists of (i) 1,100,000 Class X Aggregator Units held by Mr. DePaoli which are indirectly exchangeable for 1,100,000 shares of Class A common stock, (ii) 500,000 Class X Aggregator Units held by a trust controlled by Mr. DePaoli which are indirectly exchangeable for 500,000 shares of Class A common stock and (iii) 100,000 Class X Aggregator Units over which Mr. DePaoli exercises voting control and which are held by a trust affiliated with family members of Mr. DePaoli. (7) Consists of (i) 50,000 Class X Aggregator Units held by Ms. Decker which are indirectly exchangeable for 50,000 shares of Class A common stock and (ii) 200,000 Class X Aggregator Units held by a trust controlled by Ms. Decker which are indirectly exchangeable for 200,000 shares of Class A common stock. (8) Consists of (i) 250,000 Class X Aggregator Units which are indirectly exchangeable for 250,000 shares of Class A common stock and (ii) 15,000 shares of Class A common stock. (9) Consists of (i) 25,100 Class X Aggregator Units held by Mr. Joyce which are indirectly exchangeable for 25,100 shares of Class A common stock, (ii) 224,900 Class X Aggregator Units held by a trust controlled by Mr. Joyce which are indirectly exchangeable for 224,900 shares of Class A common stock and (iii) 10,422 shares of Class A common stock. (10) Consists of (i) 1 Class X Aggregator Unit held by Mr. Karczewski which is indirectly exchangeable for 1 share of Class A common stock and (ii) 1,999,999 Class X Aggregator Units held by a trust controlled by Mr. Karczewski which are indirectly exchangeable for 1,999,999 shares of Class A common stock. (11) Consists of (i) 250,000 Class X Aggregator Units which are indirectly exchangeable for 250,000 shares of Class A common stock and (ii) 9,475 shares of Class A common stock. (12) Consists of (i) 250,000 Class X Aggregator Units which are indirectly exchangeable for 250,000 shares of Class A common stock and (ii) 7,896 shares of Class A common stock. (13) Consists of (i) 332,600 Class X Aggregator Units held by Ms. Pepin which are indirectly exchangeable for 332,600 shares of Class A common stock and (ii) 517,400 Class X Aggregator Units held by a trust controlled by Ms. Pepin which are indirectly exchangeable for 517,400 shares of Class A common stock. |
44
Table of Contents
The following table shows each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock or Class B common stock and each selling stockholder in this offering. Except as otherwise noted below, the address for persons listed in the table is c/o Andersen Group Inc., 333 Bush Street, Suite 1700, San Francisco, California 94104. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock listed as beneficially owned by them.
The numbers of shares of common stock beneficially owned, percentages of beneficial ownership and percentages of combined voting prior to this offering are based on 13,613,285 shares of Class A common stock and 99,375,168 shares of Class B common stock outstanding as of August 5, 2026. The numbers of shares of common stock beneficially owned, percentages of beneficial ownership and percentages of combined voting after this offering are based on 18,540,410 shares of Class A common stock and 94,448,043 shares of Class B common stock outstanding immediately after this offering.
| Class A Common Stock Beneficially Owned | Class B Common Stock Beneficially Owned | Class A Common Stock to Be Sold in this Offering |
Combined Voting Power(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prior to this Offering | After this Offering Assuming Underwriters’ Option is Not Exercised |
After this Offering Assuming Underwriters’ Option is Exercised in Full |
Prior to this Offering | After this Offering |
Assuming Underwriters’ Option is Not Exercised |
Assuming Underwriters’ Option is Exercised in Full |
Prior to this Offering |
After this Offering Assuming Underwriters’ Option is Not Exercised |
After this Offering Assuming Underwriters’ Option is Exercised in Full |
|||||||||||||||||||||||||||||||||||||||||||||||||||
| Name of Beneficial Owner |
Number | % | Number | % | Number | % | Number | % | Number | % | Number | Number | % | |||||||||||||||||||||||||||||||||||||||||||||||
| 5% Stockholders |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Andersen Aggregator LLC (2) |
- | - | - | - | - | - | 99,375,168 | 100 | % | 94,448,043 | 100 | % | - | - | 98.6 | % | 98.1 | % | 98.1 | % | ||||||||||||||||||||||||||||||||||||||||
| Brown Advisory Incorporated (3) |
2,516,555 | 18.5 | % | 2,516,555 | 14.1 | % | 2,516,555 | 13.6 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| Durable Capital Partners LP (4) |
1,670,485 | 12.3 | % | 1,670,485 | 9.3 | % | 1,670,485 | 9.0 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| Royce & Associates LP (5) |
1,461,058 | 10.7 | % | 1,461,058 | 8.2 | % | 1,461,058 | 7.9 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| Driehaus Capital Management LLC (6) |
1,412,934 | 10.4 | % | 1,412,934 | 7.9 | % | 1,412,934 | 7.6 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| JPMorgan Chase & Co (7) |
1,412,823 | 10.4 | % | 1,412,823 | 7.9 | % | 1,412,823 | 7.6 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| J. Goldman & Co., L.P. (8) |
1,160,000 | 8.5 | % | 1,160,000 | 6.5 | % | 1,160,000 | 6.3 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| Franklin Resources, Inc. (9) |
1,130,323 | 8.3 | % | 1,130,323 | 6.3 | % | 1,130,323 | 6.1 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| Baron Capital Group, Inc. (10) |
900,149 | 6.6 | % | 900,149 | 5.0 | % | 900,149 | 4.9 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| Telemark Asset Management (11) |
720,000 | 5.3 | % | 720,000 | 4.0 | % | 720,000 | 3.9 | % | - | - | - | - | - | - | * | * | * | ||||||||||||||||||||||||||||||||||||||||||
| Selling Stockholders (12) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Peter Crocco (13) |
220,000 | 1.6 | % | 28,695 | * | - | - | - | - | - | - | 191,305 | 220,000 | * | * | - | ||||||||||||||||||||||||||||||||||||||||||||
| Kevin P. Burns Declaration of Trust |
200,000 | 1.4 | % | 26,086 | * | - | - | - | - | - | - | 173,914 | 200,000 | * | * | - | ||||||||||||||||||||||||||||||||||||||||||||
| Mary Duffy |
164,000 | 1.2 | % | 21,391 | * | - | - | - | - | - | - | 142,609 | 164,000 | * | * | - | ||||||||||||||||||||||||||||||||||||||||||||
| Wayne Trumbull (14) |
160,000 | 1.2 | % | 20,869 | * | - | - | - | - | - | - | 139,131 | 160,000 | * | * | - | ||||||||||||||||||||||||||||||||||||||||||||
| Ellen Bonito |
136,000 | * | 17,739 | * | - | - | - | - | - | - | 118,261 | 136,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Christopher Spiegelman |
136,000 | * | 17,739 | * | - | - | - | - | - | - | 118,261 | 136,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Sidney Luckenbach Revocable Trust |
130,000 | * | 16,957 | * | - | - | - | - | - | - | 113,043 | 130,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Hai Tang |
114,000 | * | 14,870 | * | - | - | - | - | - | - | 99,130 | 114,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Lance Vanetta |
110,000 | * | 14,348 | * | - | - | - | - | - | - | 95,652 | 110,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
45
Table of Contents
| Class A Common Stock Beneficially Owned | Class B Common Stock Beneficially Owned | Class A Common Stock to Be Sold in this Offering |
Combined Voting Power(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prior to this Offering | After this Offering Assuming Underwriters’ Option is Not Exercised |
After this Offering Assuming Underwriters’ Option is Exercised in Full |
Prior to this Offering | After this Offering |
Assuming Underwriters’ Option is Not Exercised |
Assuming Underwriters’ Option is Exercised in Full |
Prior to this Offering |
After this Offering Assuming Underwriters’ Option is Not Exercised |
After this Offering Assuming Underwriters’ Option is Exercised in Full |
|||||||||||||||||||||||||||||||||||||||||||||||||||
| Name of Beneficial Owner |
Number | % | Number | % | Number | % | Number | % | Number | % | Number | Number | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Kurtis Handa |
110,000 | * | 36,087 | * | 25,000 | * | - | - | - | - | 73,913 | 85,000 | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
| Kurt Brune |
100,000 | * | 13,043 | * | - | - | - | - | - | - | 86,957 | 100,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Edward Culhane |
100,000 | * | 13,043 | * | - | - | - | - | - | - | 86,957 | 100,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| GRM Revocable Family Trust |
100,000 | * | 13,043 | * | - | - | - | - | - | - | 86,957 | 100,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Adam Levy |
86,000 | * | 11,217 | * | - | - | - | - | - | - | 74,783 | 86,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Eric Anderson |
80,000 | * | 10,435 | * | - | - | - | - | - | - | 69,565 | 80,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Brian Ullsperger |
80,000 | * | 10,435 | * | - | - | - | - | - | - | 69,565 | 80,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Matthew Girard |
78,000 | * | 10,174 | * | - | - | - | - | - | - | 67,826 | 78,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Catherine Iwicki |
74,000 | * | 9,652 | * | - | - | - | - | - | - | 64,348 | 74,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Kenneth Rosen (15) |
60,000 | * | 7,826 | * | - | - | - | - | - | - | 52,174 | 60,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Joseph Calianno |
60,000 | * | 7,826 | * | - | - | - | - | - | - | 52,174 | 60,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Llewellyn Coombs |
60,000 | * | 42,609 | * | 40,000 | * | - | - | - | - | 17,391 | 20,000 | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
| Jacqueline Orea |
60,000 | * | 7,826 | * | - | - | - | - | - | - | 52,174 | 60,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Keith Bryan |
54,000 | * | 7,043 | * | - | - | - | - | - | - | 46,957 | 54,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| John Farro |
52,000 | * | 6,783 | * | - | - | - | - | - | - | 45,217 | 52,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Peng Family 2024 Trust |
50,400 | * | 6,574 | * | - | - | - | - | - | - | 43,826 | 50,400 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Susan Delgado |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Jason Graham |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Bob McDonald |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Dennis A Minich Declaration of Trust |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Keith Montante |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Robert Prifti |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| David Roberts |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Adam Steinberger |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Parvin Van Enger |
50,000 | * | 6,522 | * | - | - | - | - | - | - | 43,478 | 50,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Rebecca Venters |
46,000 | * | 6,000 | * | - | - | - | - | - | - | 40,000 | 46,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 39,000 and 40,000 shares of Class A common stock (16) |
119,000 | * | 15,521 | * | - | - | - | - | - | - | 103,479 | 119,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
46
Table of Contents
| Class A Common Stock Beneficially Owned | Class B Common Stock Beneficially Owned | Class A Common Stock to Be Sold in this Offering |
Combined Voting Power(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prior to this Offering | After this Offering Assuming Underwriters’ Option is Not Exercised |
After this Offering Assuming Underwriters’ Option is Exercised in Full |
Prior to this Offering | After this Offering |
Assuming Underwriters’ Option is Not Exercised |
Assuming Underwriters’ Option is Exercised in Full |
Prior to this Offering |
After this Offering Assuming Underwriters’ Option is Not Exercised |
After this Offering Assuming Underwriters’ Option is Exercised in Full |
|||||||||||||||||||||||||||||||||||||||||||||||||||
| Name of Beneficial Owner |
Number | % | Number | % | Number | % | Number | % | Number | % | Number | Number | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 36,000 and 38,250 shares of Class A common stock (17) |
110,250 | * | 14,381 | * | - | - | - | - | - | - | 95,869 | 110,250 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 35,000 and 36,000 shares of Class A common stock (18) |
106,000 | * | 13,826 | * | - | - | - | - | - | - | 92,174 | 106,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 33,750 and 34,500 shares of Class A common stock (19) |
102,750 | * | 13,402 | * | - | - | - | - | - | - | 89,348 | 102,750 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 30,000 and 32,000 shares of Class A common stock (20) |
122,000 | * | 15,913 | * | - | - | - | - | - | - | 106,087 | 122,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own 30,000 shares of Class A common stock (21) |
120,000 | * | 15,652 | * | - | - | - | - | - | - | 104,348 | 120,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 28,000 and 30,000 shares of Class A common stock (22) |
118,000 | * | 15,391 | * | - | - | - | - | - | - | 102,609 | 118,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 25,000 and 28,000 shares of Class A common stock (23) |
135,000 | * | 17,608 | * | - | - | - | - | - | - | 117,392 | 135,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 24,125 and 25,000 shares of Class A common stock (24) |
124,125 | * | 16,191 | * | - | - | - | - | - | - | 107,934 | 124,125 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 21,250 and 24,000 shares of Class A common stock (25) |
114,250 | * | 14,902 | * | - | - | - | - | - | - | 99,348 | 114,250 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own 20,000 shares of Class A common stock (26) |
120,000 | * | 15,654 | * | - | - | - | - | - | - | 104,346 | 120,000 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
47
Table of Contents
| Class A Common Stock Beneficially Owned | Class B Common Stock Beneficially Owned | Class A Common Stock to Be Sold in this Offering |
Combined Voting Power(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prior to this Offering | After this Offering Assuming Underwriters’ Option is Not Exercised |
After this Offering Assuming Underwriters’ Option is Exercised in Full |
Prior to this Offering | After this Offering |
Assuming Underwriters’ Option is Not Exercised |
Assuming Underwriters’ Option is Exercised in Full |
Prior to this Offering |
After this Offering Assuming Underwriters’ Option is Not Exercised |
After this Offering Assuming Underwriters’ Option is Exercised in Full |
|||||||||||||||||||||||||||||||||||||||||||||||||||
| Name of Beneficial Owner |
Number | % | Number | % | Number | % | Number | % | Number | % | Number | Number | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 16,500 and 20,000 shares of Class A common stock (27) |
128,250 | * | 16,729 | * | - | - | - | - | - | - | 111,521 | 128,250 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 15,000 and 16,000 shares of Class A common stock (28) |
121,500 | * | 15,851 | * | - | - | - | - | - | - | 105,649 | 121,500 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 11,250 and 15,000 shares of Class A common stock (29) |
132,750 | * | 17,315 | * | - | - | - | - | - | - | 115,435 | 132,750 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own between 9,000 and 10,000 shares of Class A common stock (30) |
128,000 | * | 22,779 | * | 7,000 | * | - | - | - | - | 105,221 | 121,000 | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
| Other selling stockholders that beneficially own 8,000 or less shares of Class A common stock (31) |
126,850 | * | 16,545 | * | - | - | - | - | - | - | 110,305 | 126,850 | * | * | - | |||||||||||||||||||||||||||||||||||||||||||||
| * | Less than 1% |
| (1) | Each share of our Class B common stock is entitled to ten votes per share. All series of our common stock generally vote together as a single class on all matters submitted to a vote of our stockholders. |
| (2) | Aggregator holds all of the issued and outstanding shares of our Class B common stock. Each share of our Class B common stock is entitled to ten votes per share, except that each holder of our Class B common stock will be entitled to one vote per share automatically from and after the Triggering Event. See the section titled “Description of Capital Stock—Common Stock.” The number of shares of Class B common stock held by Aggregator after this offering reflects the redemption transactions carried out by the selling stockholders, as further described in footnote (12) below. |
| (3) | Represents shares of Class A common stock beneficially owned by Brown Advisory Inc. (a parent holding company), Brown Investment Advisory & Trust Co., Brown Advisory LLC, Signature Financial Management, Inc., and Brown Advisory Ltd (collectively, Brown Advisory). Brown Advisory Inc. has sole voting power with respect to 2,154,479 shares of Class A common stock and shared dispositive power with respect to 2,516,555 shares of Class A common stock. Brown Investment Advisory & Trust Co. has sole voting power with respect to 13,139 shares of Class A common stock and shared dispositive power with respect to 13,139 shares of Class A common stock. Brown Advisory LLC has sole voting power with respect to 2,132,576 shares of Class A common stock and shared dispositive power with respect to 2,494,652 shares of Class A common stock. Signature Financial Management, Inc. has sole voting power with respect to 1,185 shares of Class A common stock and shared dispositive power with respect to 1,185 shares of Class A common stock. Brown Advisory Ltd has sole voting power with respect to 7,579 shares of Class A common stock and shared dispositive power with respect to 7,579 shares of Class A common stock. The address of Brown Advisory is 901 South Bond Street, Suite #400, Baltimore, Maryland 21231. The foregoing information in this footnote is based on a Schedule 13G/A filed by Brown Advisory on May 15, 2026. |
| (4) | Represents shares of Class A common stock beneficially owned by Durable Capital Partners LP. Durable Capital Partners LP has sole voting power and sole dispositive power with respect to 1,670,485 shares of Class A common stock. Durable Capital Partners GP LLC (Durable GP) is the general partner of Durable Capital Partners LP, and Henry Ellenbogen is the chief investment officer of Durable Capital Partners LP and the managing member of Durable GP. The address of Durable Capital Partners LP is 4747 Bethesda Avenue, Suite 1002, Bethesda, Maryland 20814. The foregoing information in this footnote is based on a Schedule 13G filed by Durable Capital Partners LP on December 29, 2025. |
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| (5) | Represents shares of Class A common stock beneficially owned by Royce & Associates LP (Royce). Royce has sole voting and dispositive power with respect to 1,461,058 shares of Class A common stock. The address of Royce is One Madison Avenue, New York, New York 10010. The foregoing information in this footnote is based on a Schedule 13G/A filed by Royce on March 3, 2026. |
| (6) | Represents shares of Class A common stock beneficially owned by Driehaus Capital Management LLC (Driehaus). Driehaus has shared voting and dispositive power with respect to 1,412,934 shares of Class A common stock. The address of Driehaus is 25 East Erie Street, Chicago, Illinois 60611. The foregoing information in this footnote is based on a Schedule 13G filed by Driehaus on August 5, 2026. |
| (7) | Represents shares of Class A common stock beneficially owned by JPMorgan Chase & Co. JPMorgan Chase & Co. has sole voting power with respect to 1,365,521 shares of Class A common stock and sole dispositive power with respect to 1,412,823 shares of Class A common stock. The address of JPMorgan Chase & Co. is 270 Park Avenue, New York, New York 10017. The foregoing information in this footnote is based on a Schedule 13G/A filed by JPMorgan Chase & Co. on July 27, 2026. |
| (8) | Represents shares of Class A common stock beneficially owned by J. Goldman & Co. L.P., J. Goldman Capital Management, Inc., and Mr. Jay G. Goldman (collectively, J. Goldman) with respect to shares of Class A common stock held by J. Goldman Master Fund, L.P. and J. Goldman Enhanced Master Fund, L.P. J. Goldman has shared voting and dispositive power with respect to 1,160,000 shares of Class A common stock. The address of J. Goldman is 510 Madison Avenue, 26th Floor, New York, New York 10022. The foregoing information in this footnote is based on a Schedule 13G filed by J. Goldman on February 17, 2026. |
| (9) | Represents shares of Class A common stock beneficially owned by Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., Franklin Advisers, Inc., and Fiduciary Trust Company International. Franklin Advisers, Inc. has sole voting and dispositive power with respect to 1,071,494 shares of Class A common stock and shared voting and dispositive power with respect to 27,060 shares of Class A common stock. Fiduciary Trust Company International has sole voting and dispositive power with respect to 31,769 shares of Class A common stock. The address of Franklin is One Franklin Parkway, San Mateo, California 94403. The foregoing information in this footnote is based on a Schedule 13G/A filed by Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisers, Inc. on April 29, 2026. |
| (10) | Represents shares of Class A common stock beneficially owned by Baron Capital Group, Inc., BAMCO Inc and Ronald Baron (collectively, BCG) and Baron Small Cap Fund. BCG has shared voting and dispositive power with respect to 900,149 shares of Class A common stock. Baron Small Cap Fund has shared voting and dispositive power with respect to 900,000 shares of Class A common stock. The address of BCG is 767 Fifth Avenue, 49th Floor, New York, New York 10153. The foregoing information in this footnote is based on a Schedule 13G filed by BCG on May 15, 2026. |
| (11) | Represents shares of Class A common stock beneficially owned by Telemark Asset Management, LLC, Telemark Fund, LP, and Colin McNay (collectively, Telemark). Telemark has shared voting and dispositive power with respect to 720,000 shares of Class A common stock. The address of Telemark is One International Place, Suite 4620, Boston, Massachusetts 02110. The foregoing information in this footnote is based on a Schedule 13G filed by Telemark on August 3, 2026. |
| (12) | Each of the selling stockholders is a Managing Director and an equity owner of Aggregator. Immediately prior to this offering, each selling stockholder redeemed a portion of the Class X Aggregator Units held by such selling stockholder for an equal number of (i) Class X Umbrella Units and (ii) shares of our Class B common stock then held by Aggregator, and subsequently redeemed such Class X Umbrella Units (with the cancellation of the paired shares of Class B common stock) for the shares of our Class A common stock to be sold in this offering. See the section titled “Organizational Structure.” The Class A common stock beneficially owned by each selling stockholder disclosed in this table reflects the full amount of shares of Class A common stock such selling stockholder received upon such redemption (no other Class A common stock is otherwise beneficially owned by any such selling stockholder). As disclosed in this table, in the event the underwriters do not exercise in full their option, such selling stockholder will continue to hold such portion of the Class A common stock that was received in the redemption transactions but is not sold. |
| (13) | Represents shares of Class A common stock held directly by Peter Crocco and by Crocco Descendants 2024 Trust. |
| (14) | Represents shares of Class A common stock held directly by Wayne Trumbull and by Wayne Trumbull Family 2024 Trust. |
| (15) | Represents shares of Class A common stock held directly by Kenneth Rosen and by Samuel David Rosen 2012 Exempt Irrevocable Trust. |
| (16) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Michael Hough; (ii) David Wood; and (iii) Erika Lermayer. |
| (17) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) The Chamings Trust dated July 18, 2025; (ii) Christopher Lim; and (iii) Kellie Neuhaus. |
| (18) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Jennifer Stone; (ii) Pace Family 2024 Irrevocable Gift Trust; (iii) William Pace; and (iv) Edward Schulte. |
| (19) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Kyhog Trust; (ii) William Toce; and (iii) Sandra Van De Walle. |
| (20) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Jacqueline Riojas; (ii) Richard Dauman; (iii) Mamie Gupta; and (iv) Jobran Habak. |
| (21) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) JPT 2008 Family Trust; (ii) Jordan Lamm; (iii) Matthew Moon; and (iv) Nir Shtolzberg. |
| (22) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Skyler Smith; (ii) Melissa Tegano; (iii) R.J. Starr; and (iv) Michael Barrett. |
| (23) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Howard Spitz; (ii) Jonathan Storms; (iii) Kenneth Wroblewski; (iv) Brian Untermeyer; and (v) Janice Armstrong. |
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| (24) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Patricia Cooper; (ii) Andrew Kyriacou; (iii) Samir Mammadov; (iv) Daniel Roberts; and (v) Michael Van De Loo. |
| (25) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Matthew Canapari; (ii) John Nestor; (iii) Emerson DuBois; (iv) The Michelle B. Ventress Living Trust; and (v) Thomas Shevlin. |
| (26) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Annette Ahlers; (ii) David Anderton; (iii) Andrei Karp; (iv) Gregory Kornick; (v) Brendan Love; and (vi) JeAnna Parker. |
| (27) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Randy Sledge; (ii) Jacqueline Spagnolo; (iii) Keegan Stroup; (iv) Randy Pedersoli; (v) Benjamin Supowit, (vi) Oscar Alcantara; and (vii) David Bollis. |
| (28) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Keith Family 2024 Trust; (ii) Cassidy and Canady Revocable Living Trust; (iii) Clarissa Cole; (iv) Rosa De Luna-Frede; (v) Hazel Dolio Tag-At; (vi) Cory Ellenson; (vii) Christopher Jones; and (viii) Brett Larsen. |
| (29) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Roberts/Santoro 2025 Family Trust; (ii) James Sullivan; (iii) Elizabeth Austin; (iv) Christopher Tong; (v) Nancy P. Ginsberg Family Trust; (vi) Catherine Elchinoff; (vii) Frances Field; (viii) Marilyn Calister; (ix) Timothy Wylie; and (x) Katie McCue. |
| (30) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Williams-Berard Family Revocable Trust; (ii) Matthew Castagne; (iii) Rebecca Cowley; (iv) Allison Davis; (v) Hyung Dokko; (vi) Stephen Encinas; (vii) Richard Jahn; (viii) William Long; (ix) Mathew L. Knowles and Zeinab Nasser Revocable Trust; (x) Jonathan Tennant; (xi) Conor LeFevour; (xii) Edward Davis; and (xiii) Chui Tsui. |
| (31) | Consists of selling stockholders not otherwise listed in this table who collectively beneficially own less than 1% of our Class A common stock prior to the offering. The aforementioned securities include securities held directly by the following stockholders: (i) Chelsea Baron; (ii) Alison Andersen; (iii) Nicholas Lagoni; (iv) Giuseppe Randazzo; (v) Jeremy Seeger; (vi) Nathaniel Razza; (vii) James Chu; (viii) Adam Packer; (ix) Thomas Herr; (x) Scott Beauchene; (xi) Paul Chon; (xii) Gerald DesRoches; (xiii) John Griffin; (xiv) Rick Long; (xv) Jeffrey Malo; (xvi) Alyson Peters; (xvii) Fiona Wallace; (xviii) Daniel Johnson; (xix) Petra Loer; (xx) Emily Hall; (xxi) Lawrence Nash; (xxii) Kate E. Cassidy 2024 Irrevocable Trust; (xxiii) Keira A. Cassidy 2024 Irrevocable Trust; (xxiv) Jennifer Lauck; (xxv) Michael J. Van De Loo 2025 Family Trust; and (xxvi) Dalbert Ginsberg. |
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The following is a summary of Andersen Group Inc.’s capital stock, certain provisions of its amended and restated certificate of incorporation and amended and restated bylaws and relevant provisions of Delaware law. Because it is only a summary, it does not contain all the information that may be important to you. These descriptions are qualified in their entirety by our amended and restated certificate of incorporation and our amended and restated bylaws, which are each filed as exhibits to our registration statement of which this prospectus is a part, as well as the relevant provisions of Delaware General Corporate Law.
General
Our amended and restated certificate of incorporation provides for two series of common stock. In addition, our amended and restated certificate of incorporation authorizes shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors.
Our authorized capital stock consists of 1,400,000,000 shares, all with a par value of $0.0001 per share, of which:
| • | 1,000,000,000 shares are designated as a series named Class A common stock; |
| • | 300,000,000 shares are designated as a series named non-economic Class B common stock; and |
| • | 100,000,000 shares are designated as preferred stock. |
Common Stock
We have two series of authorized common stock: Class A common stock and non-economic Class B common stock.
Dividend Rights
Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our Class A common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine. Holders of our non-economic Class B common stock are not entitled to participate in any cash dividends declared by our board of directors. See the section titled “Dividend Policy” for more information.
Voting Rights
Each share of our Class A common stock is entitled to one vote per share, and each share of our Class B common stock is entitled to ten votes per share, except that each holder of our Class B common stock will be entitled to one vote per share automatically from and after the Triggering Event. As a result, on the date on which Aggregator and its designees and affiliates cease to beneficially own 50% of the voting power of our common stock entitled to vote generally on the election of directors, we will cease to have high- and low-vote common stock. The holders of our Class A and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware law or our amended and restated certificate of incorporation.
Right to Receive Liquidation Distributions
Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our Class A common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation
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preferences, if any, on any outstanding shares of preferred stock. Holders of our Class B common stock do not have any right to receive a distribution upon our dissolution, liquidation or winding-up.
No Preemptive or Similar Rights
Our shares of Class A common stock are not entitled to preemptive rights and are not subject to conversion, redemption or sinking fund provisions. Our shares of Class B common stock are not entitled to preemptive rights and are not subject to redemption or sinking fund provisions.
Preferred Stock
As of the date of this prospectus, we had no shares of preferred stock issued or outstanding. Our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges, and restrictions of up to an aggregate of 100,000,000 shares of “blank check” preferred stock in one or more series and authorize their issuance. These rights, preferences, and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our Class A common stock and Class B common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our Class A common stock and Class B common stock, and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring, or preventing a change of control or other corporate action. We have no present plan to issue any shares of preferred stock.
Redemption, Transferability and Exchange
Subject to the terms of their respective limited liability company agreements, Aggregator, or its permitted transferees in connection with the redemption, may from time to time cause AT Umbrella LLC to redeem any or all of their vested Class X Umbrella Units (and cancel paired shares of Class B common stock) in exchange for, at Andersen Group Inc.’s election (subject to certain exceptions, including that the funds for a cash settlement were received from any Qualifying Offering (as defined under the Limited Liability Company Agreement of AT Umbrella)), either cash (based on the volume-weighted average market price of a share of our Class A common stock) or shares of our Class A common stock, and such exchange, at Andersen Group Inc.’s election, may be effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of Class B common stock) in lieu of such redemption. Upon such exchange, an equivalent number of shares of Class B common stock will be cancelled. Subject to certain restrictions, the Managing Directors that hold Aggregator LTIP Units will have the right, in connection with the exchange of Aggregator LTIP Units for Class X Aggregator Units prior to a redemption of such Class X Aggregator Units, to cause Aggregator to exchange its vested LTIP Units corresponding to such Aggregator LTIP Units for a number of Class X Umbrella Units equal to the amount to which Aggregator would be entitled to receive on account of such LTIP Units if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC divided by the amount to which we would be entitled to receive on account of one Class X Umbrella Unit if the fair market value of AT Umbrella LLC (as reasonably determined by the managing member of AT Umbrella LLC) was distributed to the members in liquidation of AT Umbrella LLC (and we shall cancel a number of shares of Class B common stock (and in such event, Aggregator shall surrender to us such shares for cancellation) such that the number of shares of Class B common stock held by Aggregator immediately after such exchange is equal to the number of such Class X Umbrella Units being issued to Aggregator in such exchange), and following such an exchange immediately thereafter exercise their redemption and exchange rights as members of Aggregator as described in the section titled “Organizational Structure.”
Under the Aggregator Limited Liability Company Agreement, shares of our Class B common stock held by Aggregator cannot be transferred except in connection with a redemption of Class X Umbrella Units into shares of our Class A common stock, subject to certain exceptions, such as to permitted transferees.
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Except for certain permitted transfers, including transfers in connection with a redemption of Class X Umbrella Units for Class A Common stock or to certain other permitted transferees or transfers approved by us as the managing member of AT Umbrella LLC, members of AT Umbrella LLC are not permitted to sell, transfer or otherwise dispose of any Class X Umbrella Units or LTIP Units.
Corporate Opportunity
Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, the doctrine of “corporate opportunity” will only apply against our directors and officers and their respective affiliates for competing activities related to tax, consulting, valuation, and other services activities.
Anti-Takeover Provisions
Some provisions of Delaware law, our amended and restated certificate of incorporation, and our amended and restated bylaws contain provisions, in addition to our dual class voting structure described above, that could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of a premium over the market price for our shares. These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids, including upon Aggregator and its designees and affiliates ceasing to beneficially own 50% of the voting power of our common stock entitled to vote generally on the election of directors and our ceasing to have high-vote common stock after such Triggering Event. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Classified Board
In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, prior to the Triggering Event, our Board consists of a single class of directors each of whom will be elected annually at the annual meeting of our stockholders. From and after the Triggering Event, our Board will be divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms.
At each annual meeting of stockholders to be held after the Triggering Event, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. We expect that additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Board may have the effect of delaying or preventing changes in our control or management.
Action by Written Consent
In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, prior to the Triggering Event, stockholder action can be taken by written consent in lieu of a meeting, whereas following the Triggering Event, stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting.
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Business Combinations
We have opted out of Section 203 of the DGCL; however, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:
| • | prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
| • | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or |
| • | at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock that is not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an interested stockholder is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our outstanding voting stock. For purposes of this section only, voting stock has the meaning given to it in Section 203 of the DGCL.
Under certain circumstances, this provision will make it more difficult for a person who would be an interested stockholder to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Our amended and restated certificate of incorporation provides that Aggregator, any associate of ours or any of our affiliates, and any direct or indirect transferees of such persons, do not constitute interested stockholders for purposes of this provision.
Preferred Stock
Our board of directors has the authority, without further action by our stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or other means.
Stockholder Meetings
Our amended and restated bylaws provide that, except as required by applicable law, prior to the Triggering Event, at the written request of the holders of a majority of the voting power of our capital stock, a special meeting of stockholders may be called, whereas following the Triggering Event, a special meeting of stockholders may be called only by our chairman of the board, chief executive officer, or by a resolution adopted by a majority of our board of directors.
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Requirements for Advance Notice of Stockholder Nominations and Proposals
Our amended and restated bylaws establish advance notice procedures with respect to stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors, other than nominations made by or at the direction of the board of directors, or a committee thereof. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our meetings of stockholders.
Removal of Directors
Until the Triggering Event, any director may be removed from office at any time, with or without cause, by holders of a majority of the voting power of our outstanding common stock. Our amended and restated certificate of incorporation provides that, after the Triggering Event, no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than 75% of the total voting power of all of our outstanding voting stock then entitled to vote in the election of directors.
Stockholders Not Entitled to Cumulative Voting
Our amended and restated certificate of incorporation does not permit stockholders to cumulate their votes in the election of directors.
Choice of Forum
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for actions or proceedings brought under Delaware statutory or common law: (i) any derivative claim or cause of action brought on our behalf; (ii) any action asserting a claim of a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the DGCL; (iv) any action arising under or seeking to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); (v) any action as to which the DGCL confers jurisdiction to the Court of Chancery; or (vi) any claim or cause of action against us that is governed by the internal affairs doctrine; in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. If and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware shall be the sole and exclusive forum for the foregoing actions or proceedings.
Our amended and restated certificate of incorporation further provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. Some companies that adopted a similar federal district court forum selection provision were subject to a suit in the Chancery Court of Delaware by stockholders who asserted that the provision is not enforceable. While the Delaware Supreme Court held that such federal district court forum selection provision was in fact valid, there can be no assurance that federal courts or other state courts will follow the holding of the Delaware Supreme Court or determine that our federal district court forum selection provision should be enforced in a particular case. These choice of forum provisions do not apply to actions brought to enforce a duty or liability created by the Exchange Act. We intend for the choice of forum provision regarding claims arising under the Securities Act to apply despite the fact that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all actions brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. There is uncertainty as to whether a court would enforce such provision with respect to claims under the Securities Act. Our exclusive forum provision will not relieve us of our duties to comply with
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the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find such provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. These exclusive forum provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act.
Amendment of Charter and Bylaw Provisions
Our amended and restated certificate of incorporation and amended and restated bylaws provide that, after the Triggering Event, the affirmative vote of holders of 75% of the total voting power of our outstanding common stock eligible to vote in the election of directors, voting together as a single class, will be required to amend, alter, change or repeal specified provisions, including those relating to actions by written consent of stockholders, calling of special meetings of stockholders, business combinations and amendment of our certificate of incorporation and bylaws.
The provisions of Delaware law, our amended and restated certificate of incorporation, and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our Class A common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board of directors and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A common stock is Equiniti Trust Company, LLC. The transfer agent and registrar’s address is 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 and its phone number is 651-328-4405.
Listing
Our Class A common stock is listed on the NYSE under the trading symbol “ANDG.”
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MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK
The following is a general discussion of the material U.S. federal income tax considerations applicable to non-U.S. holders (as defined below) with respect to their ownership and disposition of shares of our Class A common stock issued pursuant to this offering. All prospective non-U.S. holders of our Class A common stock should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our Class A common stock. For purposes of this discussion, a non-U.S. holder means a beneficial owner of our Class A common stock (other than an entity or arrangement that is treated as a partnership or pass-through entity for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:
| • | an individual who is a citizen or resident of the United States; |
| • | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
| • | an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or |
| • | a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons,” as defined under the Code (as defined below) have the authority to control all substantial decisions of the trust or (ii) such trust has made a valid election to be treated as a United States person under applicable U.S. Treasury Regulations. |
This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, temporary and proposed U.S. Treasury Regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, each as in effect as of the date of this prospectus, and all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any such change or different interpretation could alter the tax considerations to non-U.S. holders described in this prospectus. In addition, there can be no assurance that the IRS will not challenge one or more of the tax considerations described in this prospectus. This discussion assumes that a non-U.S. holder holds shares of our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment) for U.S. federal income tax purposes. This discussion does not address all aspects of U.S. federal income taxation that may be important or relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances, nor does it address any aspects of the Medicare contribution tax on net investment income, any U.S. non-income taxes, such as estate or gift taxes, any U.S. alternative minimum taxes, the impact of the special tax accounting rules under Section 451(b) of the Code, or any state, local or non-U.S. taxes. This discussion may not apply, in whole or in part, to particular non-U.S. holders in light of their individual circumstances or to holders subject to special treatment under the U.S. federal income tax laws (such as taxpayers that have elected mark-to-market accounting, insurance companies, tax-exempt organizations, government organizations, financial institutions, brokers or dealers in securities, “foreign controlled foreign corporations,” “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, tax-qualified retirement plans and “qualified foreign pension funds” as defined in Section 897(1)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds, non-U.S. holders that hold our Class A common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment, holders who own, actually or constructively, more than 5% of our Class A common stock, certain former U.S. citizens or long-term residents, and persons who acquire our Class A common stock through the exercise of an option or otherwise as compensation).
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock, the tax treatment of a partner (or equivalent) therein will generally depend on the status of the partner and the activities of the partnership. Partnerships and partners holding our Class A
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common stock should consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.
We have not sought and will not seek any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion. There can be no assurance that the IRS will not challenge one or more of the tax consequences described herein, or that any such challenge would not be sustained by a court.
THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DISCUSSION OF ALL TAX CONSEQUENCES FOR NON-U.S. HOLDERS RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK. INVESTORS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. INCOME AND NON-INCOME TAX CONSEQUENCES IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE IMPACT OF TAX TREATIES.
Dividends
We have no present intention to make distributions on our Class A common stock. If we do pay dividends on shares of our Class A common stock, however, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a non-U.S. holder’s adjusted tax basis in shares of our Class A common stock. Any amount distributed in excess of basis will be treated as capital gain and will be subject to the treatment described below under “-Gain on Sale or Other Disposition of Class A Common Stock.” Any distributions will also be subject to the discussion below under “-Backup Withholding and Information Reporting” and “-Foreign Account Tax Compliance Act.”
Any dividend paid to a non-U.S. holder on our Class A common stock that is not effectively connected with such non-U.S. holder’s conduct of a trade or business in the United States will generally be subject to U.S. withholding tax at a 30% rate. The withholding tax might apply at a reduced rate, however, under the terms of an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence. Non-U.S. holders should consult their own tax advisors regarding their entitlement to benefits under a relevant income tax treaty. Generally, in order for us or our paying agent to withhold tax at a lower treaty rate, a non-U.S. holder must certify its entitlement to treaty benefits. A non-U.S. holder generally can meet this certification requirement by providing a properly completed and executed IRS Form W-8BEN, W-8BEN-E or other appropriate series of IRS Form W-8, as applicable (or any successor form thereof) to us or our paying agent. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the non-U.S. holder’s agent. The non-U.S. holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. Any such certification provided to us or our paying agent, either directly or through other intermediaries, must be updated periodically. If you are eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty, you may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS in a timely manner.
Dividends received by a non-U.S. holder that are effectively connected with a U.S. trade or business conducted by the non-U.S. holder, and if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, are attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States, are generally not subject to U.S. withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. To obtain this exemption, a non-U.S. holder must provide us or our paying agent with an IRS Form W-8ECI (or any successor form) properly certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States. Such effectively connected dividends, although not subject to withholding tax, are taxed
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at the same U.S. federal income tax rates applicable to U.S. persons, net of certain deductions and credits. In addition, such dividends received by a corporate non-U.S. holder that are effectively connected with a U.S. trade or business of the corporate non-U.S. holder may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable tax treaty subject to adjustments.
Gain on Sale or Other Disposition of Class A Common Stock
Subject to the discussion below under “-Backup Withholding and Information Reporting” and “-Foreign Account Tax Compliance Act,” non-U.S. holders will generally not be subject to U.S. federal income tax on any gains realized on the sale, exchange or other disposition of our Class A common stock unless:
| • | the gain (i) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (ii) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States (in which case the special rules described below apply); |
| • | the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition of our Class A common stock, and certain other requirements are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by U.S. source capital losses of such non-U.S. holder, if any, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses, even though the individual is not considered a resident of the United States); or |
| • | the rules of the Foreign Investment in Real Property Tax Act (“FIRPTA”) treat the gain as effectively connected with a U.S. trade or business. |
The FIRPTA rules may apply to a sale, exchange or other disposition of our Class A common stock if we are, or were within the shorter of the five-year period preceding the disposition and the non-U.S. holder’s holding period, a “U.S. real property holding corporation” as defined in the Code (“USRPHC”). In general, we would be a USRPHC if the fair market value of our interests in U.S. real property comprised at least half of the sum of the fair market value of our worldwide real property plus our business assets. Although there can be no assurance, we do not believe that we have been or are a USRPHC and we do not anticipate becoming one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our Class A common stock by a non-U.S. holder will not be subject to U.S. federal income tax if our Class A common stock is “regularly traded,” as defined by applicable U.S. Treasury Regulations, on an established securities market, and such non-U.S. holder owned, actually and constructively, 5% or less of our Class A common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period.
If any gain from the sale, exchange or other disposition of our Class A common stock, (i) is effectively connected with a U.S. trade or business conducted by a non-U.S. holder and (ii) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment or fixed base maintained by such non-U.S. holder in the United States, then the gain generally will be subject to U.S. federal income tax at the same rates applicable to U.S. persons, net of certain deductions and credits. If the non-U.S. holder is a corporation, under certain circumstances, that portion of its earnings and profits that is effectively connected with its U.S. trade or business, subject to certain adjustments, generally would be subject also to a “branch profits tax” at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.
Backup Withholding and Information Reporting
We must report annually to the IRS and to each non-U.S. holder the amount of distributions paid to, and any tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether
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such distribution constituted a dividend or withholding was reduced or eliminated by an applicable tax treaty. Copies of this information reporting may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.
A non-U.S. holder will generally be subject to backup withholding for dividends on our Class A common stock paid to such holder unless such non-U.S. holder certifies under penalties of perjury that, among other things, it is a non-U.S. holder (and the payer does not have actual knowledge or reason to know that such holder is a United States person) or otherwise establishes an exemption. Generally, a non-U.S. holder will comply with such procedures if it provides a properly completed and executed IRS Form W-8BEN, W-8BEN-E, or W-8ECI or other appropriate series of IRS Form W-8, as applicable (or any successor form thereof), or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. holder. Dividends paid to non-U.S. holders subject to withholding of U.S. federal income tax, as described above under the heading “-Dividends,” will generally be exempt from U.S. backup withholding.
Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale or other disposition of our Class A common stock by a non-U.S. holder outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if a non-U.S. holder sells or otherwise disposes of its shares of Class A common stock through a U.S. broker or the U.S. offices of a foreign broker, the broker will generally be required to report the amount of proceeds paid to the non-U.S. holder to the IRS and impose backup withholding on that amount unless such non-U.S. holder provides appropriate certification to the broker of its status as a non-U.S. holder (and the payer does not have actual knowledge or reason to know that such holder is a United States person) or otherwise establishes an exemption.
Backup withholding is not an additional income tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally may be credited against the non-U.S. holder’s U.S. federal income tax liability, if any, or refunded, provided that the required information is furnished to the IRS in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.
Foreign Account Tax Compliance Act
Under the Foreign Account Tax Compliance Act and related U.S. Treasury guidance (“FATCA”), withholding tax of 30% applies to certain payments to foreign financial institutions, investment funds and certain other non-U.S. persons that fail to comply with certain information reporting and certification requirements pertaining to their direct and indirect U.S. stockholders and/or U.S. accountholders and do not otherwise qualify for an exemption. Under applicable U.S. Treasury Regulations and IRS guidance, this withholding currently applies to payments of dividends, if any, on, and, subject to the proposed U.S. Treasury Regulations discussed below, gross proceeds from the sale or other disposition of, our Class A common stock. An intergovernmental agreement between the United States and a foreign country may modify the requirements described in this paragraph.
Although withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of our Class A common stock, proposed U.S. Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers (including us and our paying agent) generally may rely on these proposed U.S. Treasury Regulations until final U.S. Treasury Regulations are issued.
Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their investment in our Class A common stock.
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PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE POTENTIAL APPLICATION OF WITHHOLDING UNDER FATCA TO THEIR INVESTMENT IN OUR CLASS A COMMON STOCK. THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. INCOME AND NON-INCOME TAX CONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING OF OUR CLASS A COMMON STOCK, INCLUDING ANY TAX REPORTING REQUIREMENTS AND THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.
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Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Robert W. Baird & Co. Incorporated and Truist Securities, Inc. are acting as representatives, have severally agreed to purchase, and the selling stockholders have agreed to sell to them, severally, the number of shares of Class A common stock indicated below:
| Name | Number of Shares | |||
| Robert W. Baird & Co. Incorporated |
||||
| Truist Securities, Inc. |
||||
| UBS Securities LLC |
||||
| William Blair & Company, L.L.C. |
||||
|
|
|
|||
| Total |
4,284,457 | |||
|
|
|
|||
The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from the selling stockholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ option to purchase additional shares of Class A common stock described below.
The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the offering price set forth on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ per share under the public offering price. After the initial offering of the shares of Class A common stock, the offering price and other selling terms may from time to time be varied by the representatives.
The selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 642,668 additional shares of Class A common stock at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of Class A common stock listed next to the names of all underwriters in the preceding table.
The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of Class A common stock.
| Total | ||||||||||||
| Per Share |
No Exercise | Full Exercise | ||||||||||
| Public offering price |
$ | $ | $ | |||||||||
| Underwriting discounts and commissions |
$ | $ | $ | |||||||||
| Proceeds, before expenses, to the selling stockholders |
$ | $ | $ | |||||||||
The estimated offering expenses, exclusive of the underwriting discounts and commissions, are approximately $ million. All of such offering expenses for this offering will be paid for or otherwise borne
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by the selling stockholders. The selling stockholders have also agreed to reimburse the underwriters for certain of their expenses in an amount up to $40,000.
Our Class A common stock is listed on the NYSE under the trading symbol “ANDG.”
We, our directors and officers and the selling stockholders have agreed and entered, or will enter, into lock-up agreements pursuant to which, without the prior written consent of Robert W. Baird & Co. Incorporated and Truist Securities, Inc. on behalf of the underwriters, we and they will not, and will not publicly disclose an intention to, during the period ending 90 days after the date of this prospectus (the restricted period):
| • | offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or units of AT Umbrella beneficially owned or any securities convertible into or exercisable or exchangeable for shares of common stock or units of AT Umbrella (collectively, the lock-up securities); |
| • | submit or file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or |
| • | enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the lock-up securities; |
whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person have agreed that, without the prior written consent of Robert W. Baird & Co. Incorporated and Truist Securities, Inc. on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.
With respect to us, the restrictions described in the immediately preceding paragraph do not apply to:
| • | the issuance, transfer, redemption or exchange of securities in connection with the transactions described in this prospectus; |
| • | the issuance of membership interests (including, without limitation, profits interest units) by AT Umbrella LLC to Andersen Aggregator LLC and the corresponding issuance of shares of Class B common stock by us to Andersen Aggregator LLC and membership interests (including, without limitation, profits interest units) by Andersen Aggregator LLC to persons that (i) become members of Andersen Aggregator LLC and party to the Aggregator Limited Liability Company Agreement in 2026 or (ii) are current members of Andersen Aggregator LLC and party to the Aggregator Limited Liability Company Agreement and receive such membership interests during the restricted period; |
| • | the issuance of shares of common stock by us or membership interests by AT Umbrella upon the exercise of an option or profits interest unit, conversion or vesting and settlement of a security outstanding on the date of this prospectus, or the redemption or exchange of membership interests of AT Umbrella, as described in this prospectus, provided that each recipient of common stock pursuant to this clause shall execute a lock-up agreement; |
| • | the grant of options or any other type of equity award described in this prospectus, or the issuance of shares of common stock by us (whether upon the exercise of stock options or otherwise) to our employees, officers, directors, advisors or consultants pursuant to employee benefit plans in effect on the date hereof and described in this prospectus; provided that each recipient of common stock pursuant to this clause shall execute a lock-up agreement; |
| • | the filing of a registration statement on Form S-8 relating to the issuance, vesting, exercise or settlement of equity awards granted or to be granted pursuant to any employee benefit plan in effect on the date hereof and described in this prospectus; |
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| • | facilitating the establishment of a trading plan on behalf of a shareholder, officer or director pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the restricted period; or |
| • | the sale or issuance of or entry into an agreement to sell or issue common stock or any securities convertible into or exercisable or exchangeable for common stock in connection with one or more mergers, acquisitions of securities, businesses, property or other assets, products or technologies, joint ventures, commercial relationships or other strategic corporate transactions or alliances; provided that the aggregate amount of common stock or any securities convertible into or exercisable or exchangeable for common stock (on an as-converted, as-exercised or as-exchanged basis) that we may sell or issue or agree to sell or issue pursuant to this clause shall not exceed 10% of the total number of shares of our common stock issued and outstanding immediately following the completion of the transactions contemplated by this offering determined on a fully-diluted basis and assuming that all outstanding membership interests in AT Umbrella LLC that are redeemable for shares of Class A common stock are so redeemed. |
With respect to our directors and officers and the selling stockholders, the restrictions described above do not apply to:
(a) transactions relating to securities acquired in this offering or in open market transactions after the completion of this offering, provided that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of securities acquired in this offering or such open market transactions;
(b) transfers of lock-up securities (i) as a bona fide gift or to a charitable organization or educational institution or (ii) for bona fide estate planning purposes, in each case, in a transfer not involving a disposition for value;
(c) transfers or dispositions of lock-up securities to any member of the immediate family of the lock-up party or any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party, or if the lock-up party is a trust, to a trustor, trustee or any beneficiary (including such trustor, trustee or beneficiary’s estate) in a transaction not involving a disposition for value;
(d) distributions, transfers or dispositions of lock-up securities to any corporation, partnership, limited liability company, other entity that is an affiliate of the lock-up party or of which all of the beneficial ownership interests of which are held by the lock-up party or the immediate family of the lock-up party in a transaction not involving a disposition for value;
(e) transfers or dispositions of lock-up securities (i) by will, other testamentary document or intestate succession and (ii) by operation of law including, without limitation, pursuant to orders of a court or regulatory agency, in connection with a negotiated divorce settlement, pursuant to a qualified domestic relations order or by other court order;
(f) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under paragraphs (b) through (e) above;
(g) distributions, transfers or dispositions of lock-up securities to limited partners or stockholders of the lock-up party;
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(h) the establishment of a trading plan on behalf of our shareholders, officers or directors pursuant to Rule 10b5-1 under the Exchange Act for the transfer of securities, provided that (i) such plan does not provide for the transfer of securities during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the lock-up party or us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of securities may be made under such plan during the restricted period;
(i) to the underwriters pursuant to the underwriting agreement;
(j) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction, that is approved by our board of directors, made to all holders of our capital stock involving a change of control; provided, that, in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the lock-up securities shall remain subject to the restrictions contained in the lock-up agreement; or
(k) transfers, conversions, reclassifications, redemptions or exchanges of the lock-up securities in exchange for new securities, provided that any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto the circumstances of such transfer, conversion, reclassification, redemption or exchange, and provided, further that the new securities received upon such transfer, conversion, reclassification, redemption or exchange shall be subject to the terms of the lock-up agreement;
provided, in the case of any transfer, disposition or distribution pursuant to clauses (b) through (g) above, that (i) each transferee, donee or distributee shall sign and deliver a lock-up agreement and (ii) no public announcement or filing under Section 16(a) of the Exchange Act or any other public filing or disclosure reporting a reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the restricted period, other than any Schedule 13G, 13D or Form 13F (or any amendments to such schedules or forms) with respect to such transfer, disposition or distribution (other than, in the case of a transfer or other disposition pursuant to clause (b), (e) or (g), to the extent such transfer or other disposition is to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clause (b), (e) or (g), above, if the lock-up party is subject to Section 16 reporting with respect to us under the Exchange Act and any Form 4 or Form 5 is required to be filed under the Exchange Act, any such filing will indicate by footnote disclosure or otherwise the nature of the transfer or disposition).
Robert W. Baird & Co. Incorporated and Truist Securities, Inc., in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.
In order to facilitate the offering of the Class A common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under their option to purchase additional shares of Class A common stock. The underwriters can close out a covered short sale by exercising their option to purchase additional shares of Class A common stock or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares of Class A common stock. The underwriters may also sell shares in excess of the option to purchase additional shares of Class A common stock, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Class A common stock in the open market to stabilize the price of the Class A common stock. These activities may raise or maintain the market price of the Class A common stock above independent market levels or prevent or retard a decline in the market price of the Class A common
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stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.
We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
Selling Restrictions
Canada
The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
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European Economic Area
In relation to each Member State of the European Economic Area (each a “Relevant State”), no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the shares may be offered to the public in that Relevant State at any time:
| (a) | to any qualified investor as defined under Article 2 of the Prospectus Regulation; |
| (b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or |
| (c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
provided that no such offer of the shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or publish an Annex IX document pursuant to Article 1(4) of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to the shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
United Kingdom
No shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom except that the shares may be offered to the public in the United Kingdom at any time:
| (a) | where the offer is conditional on the admission of the shares to trading on the London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(a) of Schedule 1 of the POATR); |
| (b) | to any qualified investor as defined under paragraph 15 of Schedule 1 of the POATR; |
| (c) | to fewer than 150 persons (other than qualified investors as defined under paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the representatives for any such offer; or |
| (d) | in any other circumstances falling within Part 1 of Schedule 1 of the POATR. |
For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication to any person which presents sufficient information on: (a) the shares to be offered; and (b) the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the shares and the expressions “POATR” means the Public Offers and Admissions to Trading Regulations 2024.
Hong Kong
The securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do
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not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the securities has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
Japan
The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).
Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where
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the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
Switzerland
The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the SIX), or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this prospectus nor any other offering or marketing material relating to us, the offering, or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offering of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offering of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the shares.
Dubai International Financial Centre
This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Corporations Act), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the shares may only be made to persons (Exempt Investors), who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring the shares must observe such Australian on-sale restrictions.
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This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
Israel
In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase shares of Class A common stock under the Israeli Securities Law, 5728—1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728—1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the Addressed Investors); or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728—1968, subject to certain conditions (the Qualified Investors). The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. The company has not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728—1968. We have not and will not distribute this prospectus or make, distribute or direct an offer to subscribe for Class A common stock to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.
Qualified Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728—1968. In particular, we may request, as a condition to be offered Class A common stock, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728—1968 and the regulations promulgated thereunder in connection with the offer to be issued Class A common stock; (iv) that the shares of Class A common stock that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728—1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728—1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli identification number.
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The validity of the shares of Class A common stock being offered by this prospectus will be passed upon for Andersen Group Inc. by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Boston, Massachusetts. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Chicago, Illinois. Whalen LLP is acting as counsel to the selling stockholders in connection with certain legal matters related to this offering.
The consolidated financial statements of Andersen Group Inc. as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the shares of Class A common stock being offered by this prospectus, which constitutes a part of the registration statement. This prospectus does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the shares of Class A common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.
You can read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
We are subject to the information reporting requirements of the Exchange Act, and as a result file reports, proxy statements, and other information with the SEC. These reports, proxy statements, and other information are available for inspection and copying at the public reference room and web site of the SEC referred to above. We also maintain a website at www.andersen.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. However, the information contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part.
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INFORMATION INCORPORATED BY REFERENCE
The rules of the SEC allow us to incorporate information into this prospectus by reference. This means that we can disclose important information to you by referring you to another document. The information incorporated by reference is considered to be a part of this prospectus. This prospectus incorporates by reference the documents listed below.
| • | our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026; |
| • | the portions of our definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2026, that were incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025; |
| • | our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on May 12, 2026 and August 12, 2026, respectively; and |
| • | our Current Reports on Form 8-K filed with the SEC on April 28, 2026, June 23, 2026 and June 29, 2026. |
Any statement made in this prospectus or in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed as so modified or superseded, except as so modified or superseded, to constitute a part of this prospectus.
You can obtain any of the filings incorporated by reference into this prospectus through us or from the SEC through the SEC’s website at www.sec.gov. Our filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and exhibits incorporated in and amendments to those reports, are also available free of charge on our website (www.andersen.com) as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The information contained on, or that can be accessed through, our website is not a part of this prospectus and is not incorporated by reference herein. We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above which have been or may be incorporated by reference into this prospectus. You should direct requests for those documents to:
Andersen Group Inc.
333 Bush Street, Suite 1700
San Francisco, California 94104
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4,284,457 Shares
Class A Common Stock
Preliminary Prospectus
, 2026
| Baird | Truist Securities | UBS Investment Bank | William Blair | |||
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale of the Class A common stock being registered. The selling stockholders will bear all of the expenses of the offering. All amounts shown are estimates except for the Securities and Exchange Commission (SEC), registration fee, and the Financial Industry Regulatory Authority (FINRA), filing fee.
| Amount to be Paid |
||||
| SEC registration fee |
$ | 33,497.86 | ||
| FINRA filing fee |
36,884.35 | |||
| Printing expenses |
125,000.00 | |||
| Legal fees and expenses |
1,230,660.00 | |||
| Accounting fees and expenses |
230,000.00 | |||
| Custodian, transfer agent and registrar fees |
72,500.00 | |||
| Miscellaneous expenses |
150,000.79 | |||
|
|
|
|||
| Total expenses |
$ | 1,878,543.00 | ||
|
|
|
|||
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (DGCL) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (the “Securities Act”).
As permitted by the DGCL, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions relating to the limitation of liability and indemnification of our directors and officers. The amended and restated certificate of incorporation provides that our directors and officers will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director or officer, to the fullest extent permitted under the DGCL, as amended from time to time.
Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on our behalf. Our amended and restated bylaws provide that we shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit us to secure insurance on behalf of any director, officer, employee, or agent for any liability, whether or not Delaware law would otherwise permit indemnification.
We have entered into indemnification agreements with each of our directors and executive officers and certain other key employees, a form of which is attached as Exhibit 10.1. The form of agreement provides that we will indemnify each of our directors, executive officers and such other key employees against any and all expenses incurred by that director, executive officer, or other key employee because of his or her status as one of our directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws. In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers and other key employees in connection with a legal proceeding.
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Reference is made to the underwriting agreement contained in Exhibit 1.1 to this registration statement, indemnifying our directors and officers against limited liabilities.
We currently carry and intend to continue to carry liability insurance for our directors and officers.
Item 15. Recent Sales of Unregistered Securities
In December 2025, in connection with the reorganization transactions, we issued 98,302,500 shares of our Class B common stock to Andersen Aggregator LLC. Also in December 2025, we issued 976,563 shares of our Class B common stock to Andersen Aggregator LLC in connection with our earlier appointment of additional Managing Directors during 2025, and Andersen Aggregator LLC issued corresponding Aggregator LTIP Units to such Managing Directors. 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 our 2026 Q2 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, as applicable, in reliance upon Regulation S of the Securities Act.
The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
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Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
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(b) Financial Statement Schedules
No financial statement schedules are provided because the information called for is not required or is shown either in the consolidated financial statements or related notes, which are incorporated herein by reference.
Item 17. Undertakings.
Insofar as indemnification by the registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on the 17th day of August, 2026.
| ANDERSEN GROUP INC. | ||
| By: | /s/ Mark Vorsatz | |
| Mark Vorsatz | ||
| Chief Executive Officer and Chairman | ||
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark Vorsatz and Neal Livingston, and each of them, his or her true and lawful agent, proxy, and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (1) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (2) act on, sign, and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Mark Vorsatz Mark Vorsatz |
Chief Executive Officer and Chairman (Principal Executive Officer) |
August 17, 2026 | ||
| /s/ Neal Livingston Neal Livingston |
Chief Financial Officer (Principal Financial and Accounting Officer) |
August 17, 2026 | ||
| /s/ Susan Decker Susan Decker |
Director | August 17, 2026 | ||
| /s/ Robert V. Gunderson, Jr. Robert V. Gunderson, Jr. |
Director | August 17, 2026 | ||
| /s/ John R. Joyce John R. Joyce |
Director | August 17, 2026 | ||
| /s/ Joseph Karczewski Joseph Karczewski |
Director | August 17, 2026 | ||
| /s/ John F. Nicolai John F. Nicolai |
Director | August 17, 2026 | ||
| /s/ Ronald L. Olson Ronald L. Olson |
Director | August 17, 2026 | ||
| /s/ Dorice E. Pepin Dorice E. Pepin |
Director | August 17, 2026 | ||
II-6
Exhibit 1.1
[ • ] Shares
ANDERSEN GROUP INC.
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE
UNDERWRITING AGREEMENT
[ • ], 2026
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Truist Securities, Inc.
740 Battery Ave SE, 3rd Floor
Atlanta, Georgia 30339
Ladies and Gentlemen:
Andersen Group Inc., a Delaware corporation (the “Company”), proposes to enter into this underwriting agreement (this “Agreement”) with the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Robert W. Baird & Co. Incorporated (“Baird”) and Truist Securities, Inc. (“Truist”) are acting as representatives (the “Representatives”), relating to the sale by the selling stockholders named in Schedule II hereto (the “Selling Stockholders”) of [ • ] shares of the Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”). The shares of Class A Common Stock to be sold by the Selling Stockholders are hereinafter referred to as the “Firm Shares.”
The Selling Stockholders also propose to sell to the several Underwriters not more than an additional [ • ] shares of Class A Common Stock (the “Additional Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Class A Common Stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Class A Common Stock to be outstanding after giving effect to the sales contemplated hereby, together with the shares of Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”) are hereinafter referred to as the “Common Stock.”
The business of the Company is conducted through AT Umbrella LLC, a Delaware limited liability company (“AT Umbrella LLC”), and its wholly owned subsidiaries, including Andersen Tax Holdings LLC, a Delaware limited liability company (“Andersen Holdings LLC”), and Andersen Tax LLC, a Delaware limited liability company (“Andersen Tax LLC”). The Company is the sole managing member of AT Umbrella LLC. As the sole managing member of AT Umbrella LLC, the Company operates and controls all of the business and affairs of AT Umbrella LLC and, through AT Umbrella LLC and its wholly owned subsidiaries, including Andersen Holdings LLC and Andersen Tax LLC, conducts its business. The Company, together with AT Umbrella LLC, Andersen Holdings LLC and Andersen Tax LLC, are hereinafter referred to as the “Andersen Parties.”
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All references to (x) “Subsidiaries” of the Company shall be understood to refer to the Company’s “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including AT Umbrella LLC and its Subsidiaries, and (y) properties of the Company, AT Umbrella LLC or any of their Subsidiaries, shall be understood to refer to the properties of the Company, AT Umbrella LLC or any of their Subsidiaries, respectively.
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-[ • ]), including a preliminary prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”) is hereinafter referred to as the “Registration Statement”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register the sale of additional shares of Class A Common Stock pursuant to Rule 462(b) under the Securities Act (a “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.
For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “preliminary prospectus” shall mean each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted information pursuant to Rule 430A under the Securities Act that was used after such effectiveness and prior to the execution and delivery of this Agreement, “Time of Sale Prospectus” means the preliminary prospectus contained in the Registration Statement at the time of its effectiveness together with the documents, pricing information and free writing prospectuses, if any, set forth in Schedule III hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof.
1. Representations and Warranties of the Andersen Parties. Each Andersen Party, jointly and severally, represents and warrants to and agrees with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the Company’s knowledge, threatened by the Commission.
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(b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will comply in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, as of the date of such amendment or supplement, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.
(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies, or, if used after the effective date of this Agreement, will comply, in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to the Representatives before first use, the Company has not prepared, used or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus.
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(d) The Andersen Parties have been duly incorporated or organized, are validly existing in good standing under the laws of the jurisdiction of their respective incorporation or organization, and have the corporate or limited liability company power and authority to own or lease their property and to conduct their business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and are duly qualified to transact business and are in good standing in each jurisdiction in which the conduct of their business or their ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole.
(e) Each Subsidiary of the Company has been duly incorporated, organized or formed, is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good standing or an equivalent concept is applicable in such jurisdiction), has the corporate or other business entity power and authority to own or lease its property and to conduct its business as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept of good standing or an equivalent concept is applicable in such jurisdiction) in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole; and all of the issued shares of capital stock or other equity interests of each Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent such concepts are applicable under such laws) and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.
(f) Each Andersen Party has the requisite corporate or limited liability company, as applicable, power and authority to execute, deliver and perform its obligations under this Agreement.
(g) This Agreement has been duly authorized, executed and delivered by each Andersen Party.
(h) [Reserved].
(i) This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(j) The authorized capital stock of the Company conforms in all material respects as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus as of the dates set forth therein.
(k) The shares of Common Stock outstanding (including the Shares to be sold by the Selling Stockholders) have been duly authorized and are validly issued, fully paid and non-assessable, and the Shares are not subject to any preemptive or similar rights that have not been validly waived or satisfied.
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(l) Except as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any of its Subsidiaries, any such convertible or exchangeable securities or any such rights, warrants or options.
(m) The execution and delivery by each Andersen Party of, and the performance by each Andersen Party of its obligations under, this Agreement and the sale of the Shares by the Selling Stockholders and the consummation of the transactions contemplated by this Agreement will not contravene any provision of (i) applicable law or (ii) the charter or bylaws or similar organizational documents of the applicable Andersen Party or (iii) any agreement or other instrument binding upon the Andersen Parties or the Subsidiaries, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Andersen Parties or any Subsidiary, except in the case of clauses (i), (iii) and (iv) above, where such contravention would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole, or on the power or ability of the Andersen Parties to perform their obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by any Andersen Party of its obligations under this Agreement, the sale of the Shares by the Selling Stockholders or the consummation of the transactions contemplated by this Agreement, except such as has previously been obtained or waived and such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the offer and sale of the Shares.
(n) Neither the Andersen Parties nor any of the Subsidiaries is (i) in violation of its charter or bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Andersen Parties or any of the Subsidiaries is a party or by which the Andersen Parties or any of the Subsidiaries is bound or to which any property or asset of the Andersen Parties or any of the Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Andersen Parties or any of the Subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole or materially affect the power or ability of any Andersen Party to perform its obligations under this Agreement.
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(o) Except as disclosed in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, and except where such restrictions would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and Subsidiaries, taken as a whole, no Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary of Company.
(p) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Andersen Parties and the Subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(q) There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Andersen Parties or any of the Subsidiaries is a party or to which any of the properties of the Andersen Parties or any of the Subsidiaries is subject (i) other than proceedings accurately described in all material respects in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and proceedings that would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole, or on the power or ability of any Andersen Party to perform its obligations under this Agreement, or to consummate the transactions contemplated by each of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described in all material respects; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described in all material respects or filed as required.
(r) Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.
(s) The Andersen Parties are not required to register as an “investment company” and are not entities “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.
(t) The Andersen Parties and the Subsidiaries, taken as a whole, (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as presently
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conducted and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or other approvals would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole.
(u) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole.
(v) There are no contracts, agreements or understandings between any Andersen Party and any person granting such person the right to require any Andersen Party to file a registration statement under the Securities Act with respect to any securities of an Andersen Party or to require any Andersen Party to include such securities with the Shares registered pursuant to the Registration Statement.
(w) None of the Andersen Parties, the Subsidiaries or their affiliates, nor any director or officer thereof, or, to the Company’s knowledge, any employee, agent or representative of the Andersen Parties, the Subsidiaries or their affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action by that person for the benefit of the Andersen Parties, the Subsidiaries or their affiliates, or to otherwise secure any improper advantage, or to any person in violation of (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, or (c) any other applicable law, regulation, order, decree or directive having the force of law and relating to bribery or corruption (collectively, the “Anti-Corruption Laws”).
(x) The operations of the Andersen Parties and the Subsidiaries are, have been, and will be conducted at all times in material compliance with all applicable anti-money laundering laws, rules, and regulations, including the financial recordkeeping and reporting requirements contained therein, and including applicable provisions of the Bank Secrecy Act of 1970, the USA PATRIOT Act of 2001, the Money Laundering Control Act of 1986, and the Anti-Money Laundering Act of 2020 (collectively, the “Anti-Money Laundering Laws”).
(y) (i) None of the Andersen Parties, the Subsidiaries, or any director or officer thereof, or, to the Company’s knowledge, any employee, agent, affiliate, or representative of the Andersen Parties or the Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by, one or more Persons that are:
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(A) the subject of any economic or trade sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or
(B) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria).
(ii) The Andersen Parties and the Subsidiaries have not, in violation of Sanctions, engaged in, are not now engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was, or whose government is or was, the subject of Sanctions.
(z) [Reserved]
(aa) The Andersen Parties and the Subsidiaries have conducted and will conduct their businesses in material compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws, and Sanctions, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Andersen Parties and the Subsidiaries with respect to the Anti-Corruption Laws, the Anti-Money Laundering Laws or Sanctions is pending or, to the Company’s knowledge, threatened. The Andersen Parties and the Subsidiaries and their affiliates have instituted and maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws, Sanctions and with the representations and warranties contained herein.
(bb) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Andersen Parties and the Subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) no Andersen Party has purchased any of its outstanding capital stock or membership interests (except for acquisitions of capital stock or membership interests by such Andersen Party pursuant to agreements that permit the Andersen Party to repurchase such shares or interests upon the applicable party’s termination of service to the Andersen Party), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock or membership interests other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock or membership interests (other than (A) the exercise of equity awards or (B) grants of equity awards or forfeiture of equity awards outstanding under the Andersen Party’s equity incentive plans, as of such respective dates as of which information is described in the Registration Statement, the Time of Sale Prospectus and the Prospectus), short-term debt or long-term debt of the Andersen Parties and the Subsidiaries, taken as a whole, except in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
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(cc) Each of the Andersen Parties and each of the Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them (other than with respect to intellectual property, which is addressed exclusively in Section 1(dd) below) which is material to the business of the Andersen Parties and the Subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Andersen Parties and the Subsidiaries, taken as a whole; and any real property and buildings held under lease by the Andersen Parties and the Subsidiaries are held by them under valid, subsisting and, to the Company’s knowledge, enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Andersen Parties and the Subsidiaries.
(dd) (i) Each of the Andersen Parties and each of the Subsidiaries own or have a valid license to all material Intellectual Property Rights and any other intellectual property and technology which are used in or reasonably necessary to the conduct of their businesses; (ii) the Intellectual Property Rights owned by the Andersen Parties and each of the Subsidiaries and, to the Andersen Parties’ and each of the Subsidiaries’ knowledge, the Intellectual Property Rights licensed to the Andersen Parties or any of the Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Andersen Parties’ and each of the Subsidiaries’ knowledge, threatened action, suit, proceeding or claim by others challenging the validity, ownership, scope or enforceability of any such Intellectual Property Rights; (iii) except as disclosed in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Intellectual Property Rights owned by the Andersen Parties and each of the Subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions and, to the knowledge of the Andersen Parties and each of the Subsidiaries, there are no third parties who have rights to any Intellectual Property Rights owned by the Andersen Parties or any of the Subsidiaries; (iv) neither the Andersen Parties nor any of the Subsidiaries has received any written notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (v) to the Andersen Parties’ and each of the Subsidiaries’ knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Andersen Parties or the Subsidiaries, except as would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole; (vi) to the Andersen Parties’ and each of the Subsidiaries’ knowledge, neither the Andersen Parties nor any of their Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights; (vii) the Andersen Parties and each of the Subsidiaries have taken all commercially reasonable steps to protect, maintain and safeguard their Intellectual Property Rights, including ensuring that all employees or
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contractors engaged in the development of Intellectual Property Rights on behalf of the Andersen Parties or any of the Subsidiaries have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights (which are not otherwise owned by the Andersen Parties or the applicable Subsidiary by applicable law) to the Andersen Parties or the applicable Subsidiary, and to the Andersen Parties’ and each of the Subsidiaries’ knowledge no such agreement has been breached or violated in any material respect; (viii) the Andersen Parties and each of the Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret, and the Andersen Parties and the Subsidiaries are not aware of any unauthorized disclosure, use or misappropriation of its trade secrets or confidential information; (ix) the Andersen Parties and each of the Subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property Rights have been licensed to or from the Andersen Parties or any of the Subsidiaries (“IP Agreements”), and all such IP Agreements are in full force and effect; and (x) the Andersen Parties and each of the Subsidiaries have complied in all material respects with, and is not in material breach nor has received any asserted or threatened written claim of breach of any IP Agreements, and the Andersen Parties and each of the Subsidiaries has no knowledge of any breach or anticipated breach by any other person of the IP Agreements. For the purposes of this Agreement, “Intellectual Property Rights” means patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names.
(ee) Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect: (i) during the past six (6) years, each of the Andersen Parties and each of the Subsidiaries (A) have complied and are presently in compliance with all internal and external privacy policies, contractual obligations, industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations and (B) have made all required disclosures to users or customers and, to the knowledge of the Andersen Parties and each of the Subsidiaries, none of such disclosures has been inaccurate or in violation of any applicable laws, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Andersen Parties or the Subsidiaries of personal, personally identifiable, household, sensitive, confidential or regulated data (“Data Security Obligations”, and such data, “Data”); (ii) during the past six (6) years, none of the Andersen Parties or the Subsidiaries have received any written notification of or complaint regarding material non-compliance with any Data Security Obligation; and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the Company’s knowledge, threatened alleging non-compliance with any Data Security Obligation.
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(ff) Except as would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole, the Andersen Parties and each of the Subsidiaries have implemented commercially reasonable physical technical and organizational measures designed to protect the information technology systems and Data used by the Andersen Parties and the Subsidiaries in the operation of the Andersen Parties’ and the Subsidiaries’ businesses, including measures designed to protect the privacy and security of information used by the Andersen Parties and the Subsidiaries in implementation of artificial intelligence. Without limiting the foregoing, the Andersen Parties and the Subsidiaries have implemented commercially reasonable and appropriate controls, policies and procedures that include, as applicable, oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of any information technology system or Data used by the Andersen Parties and the Subsidiaries in the operation of the Andersen Parties’ and the Subsidiaries’ businesses (“Breach”). Except as would not, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole, during the past three (3) years, there has been no such Breach, and the Andersen Parties and the Subsidiaries have not been notified in writing of any event or condition that, individually or in the aggregate, would reasonably be expected to result in any such Breach.
(gg) No material labor dispute with the employees of the Andersen Parties or any of the Subsidiaries exists, or, to the knowledge of the Company, is imminent; and no Andersen Party is aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole.
(hh) (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Andersen Parties or the Subsidiaries or any member of their “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Andersen Parties or the Subsidiaries within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Andersen Parties or the Subsidiaries under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets of each Plan to be funded exceeds the
11
present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Andersen Parties or the Subsidiaries nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (1) a material increase in the aggregate amount of contributions required to be made to all Plans by the Andersen Parties or the Subsidiaries or its Controlled Group affiliates in the current fiscal year of the Andersen Parties or the Subsidiaries and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (2) a material increase in the Andersen Parties’ or the Subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company’s most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (viii) hereof, as would not, individually or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole.
(ii) The Andersen Parties and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are, in the reasonable judgment of the Andersen Parties, prudent and customary in the businesses in which they are currently engaged; neither the Andersen Parties nor any of the Subsidiaries has been refused any insurance coverage sought or applied for; and neither the Andersen Parties nor any of the Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole.
(jj) The Andersen Parties and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, except where the failure to obtain such certificates, authorizations or permits would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole, and neither the Andersen Parties nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole.
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(kk) The financial statements included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly in all material respects the consolidated financial position of the Andersen Parties and the Subsidiaries as of the dates shown and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby except for any normal year-end adjustments in the Andersen Parties’ quarterly financial statements. The other financial information included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Andersen Parties and the consolidated Subsidiaries, as the case may be, and presents fairly in all material respects the information shown thereby. The pro forma financial statements and the related notes thereto included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.
(ll) BDO USA, P.C., which has expressed its opinion and certified certain of the financial statements of the Company and its subsidiaries filed with the Commission as part of the Registration Statement and included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm with respect to such parties within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.
(mm) The Andersen Parties and the Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Andersen Parties’ internal control over financial reporting (whether or not remediated) and (ii) no change in the Andersen Parties’ internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Andersen Parties’ internal control over financial reporting.
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(nn) [Reserved].
(oo) Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has not sold, issued or distributed any equity interests during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, equity incentive plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
(pp) Each of the Andersen Parties and each of the Subsidiaries has filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or has requested extensions thereof (except where the failure to file would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole) and has paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Andersen Parties), and no tax deficiency has been determined adversely to any of the Andersen Parties or any of the Subsidiaries that, singly or in the aggregate, has had (nor does any of the Andersen Parties or any of the Subsidiaries have any notice or knowledge of any tax deficiency that could reasonably be expected to be determined adversely to any of the Andersen Parties or any of the Subsidiaries and that could reasonably be expected to have) a material adverse effect on the Andersen Parties and the Subsidiaries, taken as a whole.
(qq) [Reserved].
(rr) The Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.
(ss) The Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).
(tt) The Company (i) has not alone engaged in any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications with the consent of the Representatives with entities that are reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are reasonably believed to be accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act other than those listed on Schedule IV hereto. “Testing-the-Waters Communication” means any communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities Act.
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(uu) As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, none of (i) the Time of Sale Prospectus, (ii) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (iii) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with Underwriting Information (as defined in Section 9(b) herein).
(vv) No Andersen Party nor any of the Subsidiaries is a “covered foreign person,” as that term is defined in 31 C.F.R. § 850.209. No Andersen Party nor any of the Subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered activity,” as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”). The Andersen Parties do not have any joint ventures that engages in or plans to engage in any Covered Activity. The Andersen Parties also do not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.
2. Representations and Warranties of the Selling Stockholders
Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that:
(a) Such Selling Stockholder has, and on the Closing Date will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8102(a)(17) of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities and claims, and full right, power and authority to sell, assign, transfer and deliver such Shares hereunder. Upon payment for and delivery of such Shares hereunder, the Underwriters will acquire good and valid title to the Shares purchased by them from such Selling Stockholder, free and clear of all liens, encumbrances, equities and claims.
(b) Such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder. The execution and delivery of this Agreement and the sale and delivery of such Shares and the consummation of the transactions contemplated herein have been duly authorized by such Selling Stockholder. This Agreement has been duly executed and delivered by or on behalf of such Selling Stockholder and constitutes a
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valid and binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by equitable principles relating to enforceability.
(c) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, nor will such action result in any violation of the provisions of the organizational documents of such Selling Stockholder, if applicable, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder, except, other than any such conflict with or violation of organizational documents, for any such conflict, breach, violation or default that would not, individually or in the aggregate, materially impair the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement on a timely basis.
(d) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Selling Stockholder of the transactions contemplated by this Agreement, except such as may be required by the Securities Act, the Exchange Act or the rules and regulations thereunder, or by the securities or Blue Sky laws of the various states or Non-US jurisdictions or the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the offer and sale of the Shares and except such as have been obtained.
(e) All information furnished by such Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct and complete in all material respects and does not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleading, it being agreed that the only information provided by such Selling Stockholder for inclusion in such materials is limited solely to the name of such Selling Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (with respect to each such Selling Stockholder, the “Selling Stockholder Information”).
(f) Such Selling Stockholder is not prompted by any material information concerning the Andersen Parties or the Subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement.
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(g) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented, if applicable, as of the date of such amendment or supplement, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Prospectus does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph (i) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, and (ii) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Stockholder’s Selling Stockholder Information.
(h) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares.
(i) None of such Selling Stockholder or any of its subsidiaries or controlled affiliates, or, to the knowledge of such Selling Stockholder, any director, officer, employee, agent, representative or affiliate thereof, is a Person that is, or is owned or controlled by one or more Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea and Syria).
(j) Such Selling Stockholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is, or whose government is, the subject of Sanctions; (ii) to fund or facilitate any money laundering or terrorist financing activities; or (iii) in any other manner that would cause or result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
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(k) Such Selling Stockholder has duly authorized [name of attorney-in-fact], as its true and lawful attorney-in-fact (the “Attorney-in-Fact”), with full power of substitution (such authorization, the “Power of Attorney”), to execute and deliver this Agreement on behalf of such Selling Stockholder, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder, and to execute and deliver the other agreements and instruments to be executed and delivered by such Selling Stockholder in connection with the transactions contemplated hereby. The Power of Attorney is a valid and binding obligation of such Selling Stockholder and has been duly executed and delivered by such Selling Stockholder.
(l) Such Selling Stockholder’s Shares have been placed in custody, for delivery pursuant to the terms of this Agreement, under an applicable Custody Agreement and Power of Attorney duly authorized, executed and delivered by or on behalf of such Selling Stockholder, in the form heretofore furnished to you (each, a “Custody Agreement”) with Equiniti Trust Company, LLC, as Custodian (the “Custodian”); the Shares represented by the certificates or book-entry securities entitlements so held in custody for each Selling Stockholder are subject to the interests hereunder of the Underwriters; the arrangements for custody and delivery of such certificates or book-entry securities entitlements, made by such Selling Stockholder hereunder and under the applicable Custody Agreement, are not subject to termination by any acts of such Selling Stockholder, or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event; and if any such death, incapacity or any other such event shall occur before the delivery of such Shares hereunder, certificates or book-entry securities entitlements representing the Shares will be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the applicable Custody Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice of such death, incapacity or other event.
3. Agreements to Sell and Purchase. Each Selling Stockholder hereby agrees, severally and not jointly, to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder the respective number of Firm Shares (to be adjusted by the Representatives so as to eliminate fractional shares) set forth in Schedule II hereto opposite such Selling Stockholder’s name at $[ • ] a share (the “Purchase Price”).
On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the Additional Shares set forth opposite such Selling Stockholder’s name in Schedule II hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ • ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Attorney-in-Fact not later than 30 days after the date of this Agreement. Any exercise notice
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shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares or later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The number of Additional Shares to be sold by each Selling Stockholder shall bear the same proportion to the total number of Additional Shares to be sold on such Option Closing Date as the number of Additional Shares set forth in Schedule II hereto opposite such Selling Stockholder’s name bears to the total number of Additional Shares.
4. [Reserved].
5. Payment and Delivery. Payment for the Firm Shares shall be made to the Custodian in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [ • ], 2026, or at such other time on the same or such other date, not later than [ • ], 2026, as shall be agreed upon in writing by the Selling Stockholders, the Company and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.”
Payment for any Additional Shares shall be made to the Custodian in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [ • ], 2026, as shall be designated in writing by the Representatives.
The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered by or on behalf of the Selling Stockholders to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters, in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.
6. Conditions to the Underwriters’ Obligations. The obligations of the Selling Stockholders to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than [ • ] p.m. (New York City time) on the date hereof.
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The several obligations of the Underwriters are subject to the following further conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the Company’s knowledge, threatened by the Commission;
(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and
(iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Andersen Parties and the Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the Representatives’ judgment, is material and adverse and that makes it, in the Representatives’ judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.
(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of each Andersen Party on behalf of such Andersen Party, to the effect set forth in Sections 6(a)(i) and 6(a)(ii) above and to the effect that the representations and warranties of the Andersen Parties contained in this Agreement are true and correct as of the Closing Date and that each Andersen Party has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(d) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Latham & Watkins LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Representatives.
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(e) The Underwriters shall have received on the Closing Date an opinion of Whalen LLP, counsel for the Selling Stockholders, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
With respect to Sections 6(c), 6(d) and 6(e) above, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Latham & Watkins LLP and Whalen LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified.
The opinion and negative assurance letter of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP described in Section 6(c) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. The opinion of Whalen LLP described in Section 6(e) above shall be rendered to the Underwriters at the request of one or more of the Selling Stockholders and shall so state therein.
(f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from BDO USA, P.C., independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.
(g) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, executed by officers and directors of the Company and each of the Selling Stockholders (or the Attorney-in-Fact on behalf of each Selling Stockholder) relating to restrictions on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Representatives on or before the date hereof (the “Lock-up Agreements”), shall be in full force and effect on the Closing Date.
(h) The Chief Financial Officer of the Company shall have delivered to the Underwriters, on each of the date hereof and on the Closing Date, a certificate in a form reasonably acceptable to the Representatives.
(i) The Underwriters shall have received on the Closing Date a certificate signed by each Selling Stockholder or the Attorney-in-Fact on behalf of each Selling Stockholder, dated the Closing Date, to the effect that the representations and warranties of such Selling Stockholder contained in this Agreement are true and correct as of the Closing Date and that such Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.
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(j) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to the Representatives on the applicable Option Closing Date of the following:
(i) a certificate, dated the Option Closing Date and signed by an executive officer of each Andersen Party on behalf of such Andersen Party, confirming that the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing Date;
(ii) an opinion and negative assurance letter of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion and negative assurance letter required by Section 6(c) hereof;
(iii) an opinion and negative assurance letter of Latham & Watkins LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof;
(iv) an opinion of Whalen LLP, counsel for the Selling Stockholders, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion letter required by Section 6(e) hereof;
(v) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from BDO USA, P.C., independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(f) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than two business days prior to such Option Closing Date;
(vi) a certificate, dated the Option Closing Date and signed by the Chief Financial Officer of the Company substantially in the same form and substance as the certificate furnished to the Underwriters pursuant to Section 6(h) hereof;
(vii) a certificate, dated the Option Closing Date and signed by each Selling Stockholder or the Attorney-in-Fact on behalf of each Selling Stockholder substantially in the same form and substance as the certificate furnished to the Underwriters pursuant to Section 6(i) hereof; and
(viii) such other documents as the Representatives may reasonably request with respect to the good standing of the Company, the due authorization of the sale of the Additional Shares to be sold on such Option Closing Date and other matters related to the sale of such Additional Shares.
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7. Covenants of the Andersen Parties. Each Andersen Party, jointly and severally, covenants with each Underwriter as follows:
(a) To furnish to the Representatives, without charge, two signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to the Representatives in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(e) or 7(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request.
(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.
(c) To furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by any Andersen Party and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object.
(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
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(f) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Shares may have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
(g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided that in no event shall any Andersen Party be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, or taxation in any jurisdiction where it is not now so subject.
(h) To make generally available to the Company’s security holders (which may be satisfied by filing with the Commission on its Electronic Data Gathering, Analysis and Retrieval System) and to the Representatives as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Andersen Parties’ counsel and the Andersen Parties’ accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by any Andersen Party and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified; (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iii) the cost of
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printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum; (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA (provided such fees and disbursements of counsel payable by the Andersen Parties pursuant to clauses (iii) and (iv) shall not, in the aggregate, exceed $40,000); (v) all fees and expenses in connection with the listing of the Shares on the New York Stock Exchange; (vi) the costs and charges of any transfer agent, registrar or depositary; (vii) the costs and expenses of the Andersen Parties relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, with the remaining 50% of the cost of such aircraft to be paid by the Underwriters; (viii) the document production charges and expenses associated with printing this Agreement; and (ix) all other costs and expenses incident to the performance of the obligations of the Andersen Parties hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity and Contribution” and the last paragraph of Section 12 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make and all travel and other expenses of the Underwriters or any of their employees incurred by them in connection with participation in investor presentations on any road show undertaken in connection with the marketing of the offering of the Shares; provided that the cost of any chartered aircraft shall be paid 50% by the Andersen Parties and 50% by the Underwriters as described above in clause (vii).
(j) Each Selling Stockholder, severally and not jointly and in the proportion that the number of Shares sold by such Selling Stockholder hereunder bears to the total number of Shares sold by all Selling Stockholders hereunder, agrees to reimburse the Andersen Parties for all expenses paid or caused to be paid by the Andersen Parties pursuant to paragraph (i), pursuant to arrangements agreed among the Andersen Parties, the Selling Stockholders and the Representatives; the provisions of this paragraph (j) shall not supersede or otherwise affect any agreement that the Andersen Parties and the Selling Stockholders may otherwise have for the allocation of such expenses among themselves.
(k) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Securities Act and (ii) completion of the Restricted Period (as defined in Section 7).
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(l) If at any time following the distribution of any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act there occurred or occurs an event or development as a result of which such Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
(m) The Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification.
(n) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriter (or its agent), on or before the Closing Date, a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated not more than thirty (30) days prior to the Closing Date, as described in Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and proof of delivery to the IRS of the required notice, as described in Treasury Regulations Section 1.897-2(h)(2).
Each Andersen Party also covenants with each Underwriter that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) confidentially submit any draft registration statement or file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.
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The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder or the transactions contemplated by this Agreement as described in the Time of Sale Prospectus and the Prospectus, (B) the issuance of membership interests (including, without limitation, profit interest units) by AT Umbrella LLC to Andersen Aggregator LLC and the corresponding issuance of shares of Class B Common Stock by the Company to Andersen Aggregator LLC and membership interests (including, without limitation, profit interest units) by Andersen Aggregator LLC to persons that (i) become members of Andersen Aggregator LLC and party to the Aggregator LLC Agreement in 2026 or (ii) are current members of Andersen Aggregator LLC and party to the Aggregator LLC Agreement and receive such membership interests during the Restricted Period, (C) the issuance of shares of Common Stock by the Company or membership interests by AT Umbrella LLC upon the exercise of an option or profits interest unit, conversion or vesting and settlement of a security outstanding on the date hereof, or the redemption or exchange of membership interests of AT Umbrella LLC, as described in the Time of Sale Prospectus and the Prospectus, (D) the grant of options or any other type of equity award described in the Time of Sale Prospectus and the Prospectus, or the issuance of shares of Common Stock by the Company (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the date hereof and described in the Time of Sale Prospectus and the Prospectus, (E) the filing by the Company of a registration statement on Form S-8 relating to the issuance, vesting, exercise or settlement of equity awards granted or to be granted pursuant to any employee benefit plan in effect on the date hereof and described in the Time of Sale Prospectus and the Prospectus, (F) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, or (G) the sale or issuance of or entry into an agreement to sell or issue Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock in connection with one or more mergers, acquisitions of securities, businesses, property or other assets, products or technologies, joint ventures, commercial relationships or other strategic corporate transactions or alliances; provided that the aggregate amount of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (on an as-converted, as-exercised or as-exchanged basis) that the Company may sell or issue or agree to sell or issue pursuant to this clause (G) shall not exceed 10% of the total number of shares of Common Stock of the Company issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (including issuance of Additional Shares, if any) determined on a fully-diluted basis and assuming that all outstanding membership interests in AT Umbrella LLC that are exchangeable for shares of Class A Common Stock are so exchanged.
8. Covenants of the Underwriters. Each Underwriter, severally and not jointly, covenants with the Andersen Parties not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
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9. Indemnity and Contribution. (a) The Andersen Parties agree, jointly and severally, to indemnify and hold harmless each Underwriter, each Selling Stockholder, and each person, if any, who controls any Underwriter or Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter or Selling Stockholder within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Andersen Party information that any Andersen Party has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”), the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or that arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the Underwriting Information described as such in paragraph (b) below.
(b) Each Selling Stockholder agrees, severally and not jointly, to indemnify and hold harmless each Underwriter, the Company and each person, if any, who controls any Underwriter or the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter or the Company within the meaning of Rule 405 under the Securities Act, the Andersen Parties, the Company’s directors, the Company’s officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any road show, the Prospectus or any amendment or supplement thereto, or that arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information. The liability of each Selling Stockholder under this paragraph shall be limited to an amount equal to the aggregate net proceeds received by such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (after deducting underwriting discounts and commissions but before deducting expenses) less any amounts such Selling Stockholder is obligated to contribute pursuant to the provisions of Section 9(e) and 9(f) below.
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(c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Andersen Parties, each Selling Stockholder, the Company’s directors, its officers who sign the Registration Statement and each person, if any, who controls the Company or any Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter and Selling Stockholders, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the following information in the Prospectus: [the concession figure in the [ • ] paragraph and the information set forth in the [ • ] and [ • ] paragraphs, in each case under the caption “Underwriters” (the “Underwriting Information”).]
(d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b) or 9(c), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred and documented fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such
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settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include any statement as to any admission of fault, culpability or failure to act by or on behalf of any indemnified party.
(e) To the extent the indemnification provided for in Section 9(a), 9(b) or 9(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Selling Stockholders and the Andersen Parties on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(d)(i) above but also the relative fault of the Selling Stockholders and the Andersen Parties on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Selling Stockholders and the Andersen Parties on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (after deducting underwriting commissions and discounts but before deducting expenses) received by the Selling Stockholders and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Selling Stockholders and the Andersen Parties on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Selling Stockholders, the Andersen Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. The Selling Stockholders’ obligations to contribute pursuant to this Section 9 are several in proportion to the number of Shares sold by such Selling Stockholder and not joint.
(f) The Selling Stockholders, the Andersen Parties and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in
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Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Selling Stockholder shall be required to contribute any amount in excess of the amount equal to the net proceeds from the offering of the Shares (after deducting underwriting commissions and discounts but before deducting expenses) received by such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder exceeds the amount of any damages that such Selling Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
(g) The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of any Andersen Party or Selling Stockholder contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of any Andersen Party, any Selling Stockholder, the Company’s officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.
10. Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or the Nasdaq Stock Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.
11. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
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If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or any Andersen Party. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Andersen Party to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Andersen Party shall be unable to perform its obligations under this Agreement (other than by reason of a default by the Underwriters or the occurrence of any of the events described in clauses (i), (ii) (solely to the extent that such event is not caused by conduct of the Company), (iii), (iv) or (v) of Section 10), the Andersen Parties will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonably incurred fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
12. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Andersen Parties and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.
32
(b) Each Andersen Party and each Selling Stockholder acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, any Andersen Party, Selling Stockholder or any other person, (ii) the Underwriters owe the Andersen Parties and the Selling Stockholders only those duties and obligations set forth in this Agreement, any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the Underwriters may have interests that differ from those of the Andersen Parties and the Selling Stockholders, and (iv) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. Each Andersen Party and each Selling Stockholder waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.
13. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
33
14. Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
15. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
16. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
17. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to Robert W. Baird & Co. Incorporated, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Equity Capital Markets, with a copy to the Legal Department and Truist Securities, Inc., 740 Battery Ave SE, 3rd Floor, Atlanta, Georgia 30339, Attention: Equity Capital Markets or by email at TruistSecurities.prospectus@Truist.com; and if to the Andersen Parties shall be delivered, mailed or sent to Andersen Group Inc., 333 Bush Street, Suite 1700, San Francisco, California 94104, Attention: General Counsel or if sent to any Selling Stockholder, will be mailed, delivered at or sent to each of the Attorneys-in-Fact named in the Power of Attorney, c/o the Company the address set forth on the cover of the Registration Statement, Attention: General Counsel, with a copy, which shall not constitute notice, to Whalen LLP, 4701 Von Karman Ave, Suite 325, Newport Beach, California 92660.
[Signature pages follow]
34
| Very truly yours, | ||
| ANDERSEN GROUP INC. | ||
| By: | ||
| Name | ||
| Title | ||
| AT UMBRELLA LLC | ||
| By: | ||
| Name | ||
| Title | ||
| ANDERSEN TAX HOLDINGS LLC | ||
| By: | ||
| Name | ||
| Title | ||
| ANDERSEN TAX LLC | ||
| By: | ||
| Name | ||
| Title | ||
| THE SELLING STOCKHOLDERS NAMED IN SCHEDULE II HERETO, acting severally | ||
| By: | ||
| Name: [Name of Attorney-in-Fact], as Attorney-in-Fact | ||
[Signature Page to Underwriting Agreement]
| Accepted as of the date hereof | ||
| ROBERT W. BAIRD & CO. INCORPORATED | ||
| TRUIST SECURITIES, INC. | ||
| Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto. | ||
| By: Robert W. Baird & Co. Incorporated | ||
| By: | ||
| Name | ||
| Title | ||
| By: Truist Securities, Inc. | ||
| By: | ||
| Name | ||
| Title | ||
[Signature Page to Underwriting Agreement]
SCHEDULE I
| Underwriter |
Number of Firm Shares To Be Purchased |
|||
| Robert W. Baird & Co. Incorporated |
[ • ] | |||
| Truist Securities, Inc. |
[ • ] | |||
| UBS Securities LLC |
[ • ] | |||
| [ • ] |
[ • ] | |||
| [ • ] |
[ • ] | |||
| [ • ] |
[ • ] | |||
| [ • ] |
[ • ] | |||
|
|
|
|||
| Total: |
[ • ] | |||
|
|
|
|||
I-1
SCHEDULE II
Selling Stockholders
[ • ]
II-1
SCHEDULE III
Time of Sale Prospectus
| 1. | Preliminary Prospectus issued [ • ], 2026 |
| 2. | [all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act] |
| 3. | [free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include a final term sheet] |
| 4. | [orally communicated pricing information such as price per share and size of offering if a Rule 134 pricing term sheet is used at the time of sale instead of a pricing term sheet filed by the Company under Rule 433(d) as a free writing prospectus] |
III-1
SCHEDULE IV
Testing-the-Waters Communications
[None.]
IV-1
EXHIBIT A
FORM OF LOCK-UP AGREEMENT
, 2026
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Truist Securities, Inc.
740 Battery Ave SE, 3rd Floor
Atlanta, Georgia 30339
Ladies and Gentlemen:
The undersigned understands that Robert W. Baird & Co. Incorporated (“Baird”) and Truist Securities, Inc. (“Truist”), as representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Andersen Group Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Baird and Truist (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock” and together with the Class B Common Stock, par value $0.0001 per share, of the Company, the “Common Stock”) to be sold by certain selling stockholders of the Company.
To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Baird and Truist on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period commencing on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or units of AT Umbrella LLC beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned that are convertible into or exercisable or exchangeable (directly or indirectly) for, or that represent the right to receive, Common Stock or units of AT Umbrella LLC (such shares of Common Stock, units of AT Umbrella LLC or such other securities collectively, the “Securities,” and any such Securities beneficially owned by the undersigned, the “Lock-Up Securities”) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities, in cash or otherwise. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of Lock-Up Securities, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the undersigned.
1
The foregoing paragraph shall not apply to:
transactions relating to Securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Securities acquired in the Public Offering or such open market transactions;
transfers of Lock-Up Securities (i) as a bona fide gift or to a charitable organization or educational institution or (ii) for bona fide estate planning purposes, in each case, in a transfer not involving a disposition for value;
transfers or dispositions of Lock-Up Securities to any member of the immediate family of the undersigned or any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor, trustee or any beneficiary (including such trustor, trustee or beneficiary’s estate) in a transaction not involving a disposition for value;
distributions, transfers or dispositions of Lock-Up Securities to any corporation, partnership, limited liability company, other entity that is an affiliate of the undersigned or of which all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned in a transaction not involving a disposition for value;
transfers or dispositions of Lock-Up Securities (i) by will, other testamentary document or intestate succession and (ii) by operation of law including, without limitation, pursuant to orders of a court or regulatory agency, in connection with a negotiated divorce settlement, pursuant to a qualified domestic relations order or by other court order;
to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (b) through (e) above;
distributions, transfers or dispositions of Lock-Up Securities to limited partners or stockholders of the undersigned;
the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Securities, provided that (i) such plan does not provide for the transfer of Securities during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Securities may be made under such plan during the Restricted Period;
2
to the Underwriters pursuant to the Underwriting Agreement;
pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction, that is approved by the Board of Directors of the Company, made to all holders of the Company’s capital stock involving a Change of Control; provided, that, in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Lock-Up Securities shall remain subject to the restrictions contained in this Letter Agreement. For purposes of this clause (j), “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company or an Underwriter pursuant to the Public Offering, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of the voting stock of the Company (or the surviving entity); or
transfers, conversions, reclassifications, redemptions or exchanges of the Lock-Up Securities in exchange for new Securities, provided that any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto the circumstances of such transfer, conversion, reclassification, redemption or exchange, and provided, further that the new Securities received upon such transfer, conversion, reclassification, redemption or exchange shall be subject to the terms of this Letter Agreement;
provided, in the case of any transfer, disposition or distribution pursuant to clauses (b) through (g), that (i) each transferee, donee or distributee shall sign and deliver a lock-up agreement substantially in the form of this Letter Agreement and (ii) no public announcement or filing under Section 16(a) of the Exchange Act or any other public filing or disclosure reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period, other than any Schedule 13G, 13D or Form 13F (or any amendments to such schedules or forms) with respect to such transfer, disposition or distribution (other than, in the case of a transfer or other disposition pursuant to clause (b), (e) or (g), to the extent such transfer or other disposition is to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clause (b), (e) or (g), above, if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act and any Form 4 or Form 5 is required to be filed under the Exchange Act, any such filing will indicate by footnote disclosure or otherwise the nature of the transfer or disposition).
If the undersigned is an officer or director of the Company, (i) Baird and Truist agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Securities, Baird and Truist will notify the Company of the impending release or waiver, and (ii) the Company will agree or has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Baird and Truist hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
3
In addition, the undersigned agrees that, without the prior written consent of Baird and Truist on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Shares and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public Offering, the Underwriters are not making a recommendation to you to participate in the Public Offering or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.
This Letter Agreement shall automatically terminate, and the undersigned will be released from all of his, her or its obligations hereunder, upon the earliest to occur, if any, of (a) the date that the Company advises Baird and Truist, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (b) the date that the Company withdraws the registration statement related to the Public Offering before the execution of the Underwriting Agreement, (c) if the Underwriting Agreement is executed but terminated (other than the provisions thereof that survive termination) prior to payment for and delivery of the Shares to be sold thereunder, the date that the Underwriting Agreement is terminated or (d) September 30, 2026 if the Public Offering of the Shares has not been completed by such date.
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.
This agreement shall be governed by and construed in accordance with the laws of the State of New York.
4
This agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature page follows]
5
| Very truly yours, | ||
| Name of Securityholder (Print exact name) | ||
| By: |
||
| Signature | ||
| If not signing in an individual capacity: | ||
| Name of Authorized Signatory (Print) | ||
| Title of Authorized Signatory (Print) | ||
| (indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) | ||
[Signature Page to Lockup Agreement]
Exhibit 5.1
August 17, 2026
Andersen Group Inc.
333 Bush Street, Suite 1700
San Francisco, CA 94104
Ladies and Gentlemen:
This opinion is furnished to Andersen Group Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) on August 17, 2026 of the Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with respect to the registration by the Company and the sale by certain selling stockholders identified in the Registration Statement (the “Selling Stockholders) of up to 4,927,125 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Shares”), including up to 642,668 shares that may be sold pursuant to the exercise of an option granted by the Selling Stockholders to the underwriters. The Shares were issued to the Selling Stockholders prior to the date hereof in accordance with the Limited Liability Company Agreement of AT Umbrella LLC, dated as of December 16, 2025 and as amended from time to time (the “Umbrella LLCA”) upon (i) the redemption of an equal number of common interest units (the “Class X Aggregator Units”) of Andersen Aggregator LLC, a Delaware limited liability company (“Aggregator”), held by the Selling Stockholders for an equal number of common interest units of AT Umbrella LLC (the “Class X Umbrella Units”) and an equal number of paired shares of the Company’s Class B Common Stock, par value $0.0001 (the “Class B Common Stock”), held by Aggregator, and (ii) the subsequent issuance of the Shares to the Selling Stockholders in redemption of such Class X Umbrella Units (and the cancellation of such paired shares of Class B Common Stock).
We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company, the Selling Stockholders and the underwriters.
In connection with this opinion, we have examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the accuracy and completeness of each document submitted to us, the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the sale of the Shares by the Selling Stockholders. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware (the “DGCL”). Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Based upon and subject to the foregoing and the other matters set forth herein, it is our opinion that the Shares have been duly and validly authorized by the Company and are validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, |
| /s/ Gunderson Dettmer Stough |
| Villeneuve Franklin & Hachigian, LLP |
| GUNDERSON DETTMER STOUGH |
| VILLENEUVE FRANKLIN & HACHIGIAN, LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 27, 2026, relating to the consolidated financial statements of Andersen Group Inc. (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO USA, P.C.
New York, New York
August 17, 2026