Andersen Group Inc.

Note 1. Organization and Business Description

Andersen Group Inc. was formed on April 16, 2025 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of AT Umbrella LLC. Andersen Group Inc. is a holding company, and its sole material asset is its ownership of approximately 11.9% of the Class X Umbrella Units in AT Umbrella LLC and its 100% wholly owned subsidiaries (collectively, the “Company”). The Company is an international professional services firm focused on providing a wide range of tax, valuation, financial advisory, and related consulting services (including certain services acting as a registered investment adviser). As of June 30, 2026, the Company has 28 offices in the United States, across 15 states and the District of Columbia. The Company also has operations internationally in Ireland, New Zealand, Uruguay, Nigeria, and India.

Prior to the Company completing its IPO and Up-C restructuring (the “Reorganization” or “Reorganization Transactions”), the Company historically conducted business through Andersen Tax Holdings LLC and its subsidiaries, including Andersen Tax LLC. Andersen Tax Holdings LLC was formed on December 31, 2007, to execute the acquisition of an existing business by MD Management LLC and MD Investment LLC (collectively, the “Management Holdcos”). On June 26, 2013, Andersen Tax LLC became a member firm in Andersen Global, a Swiss verein established under articles 60-79 of the Swiss Civil Code. Each member firm provides services in a defined geographic area and is subject to the laws and professional regulations of the particular country or countries in which it operates. The Articles of Association of Andersen Global provide for the autonomy of its member firms and specifically require each member firm to retain and remain solely responsible for its own legal obligations to third parties and its partners or managing directors and employees, arising before or after the formation of Andersen Global, including all debts and obligations.

Initial Public Offering

On December 18, 2025, the Company completed its IPO of 12,650,000 shares of Class A common stock at an offering price of $16.00 per share, including 1,650,000 shares of Class A common stock issued pursuant to the underwriters' over-allotment option. The Company received net proceeds of $188.2 million, net of underwriting discounts and commissions of $14.2 million, but before deducting offering costs of $9.9 million. The Company used the proceeds to purchase 12,650,000 newly-issued membership units of AT Umbrella LLC (“Class X Umbrella Units”) at a price per unit equal to the IPO price, net of underwriting discounts and commissions.

Summary of the Reorganization and Other Transactions Completed in Connection with the IPO

In connection with the IPO, a series of transactions comprised of a reorganization, offering and other financing transactions were completed. The following summarizes the Reorganization Transactions that were completed as of the date of IPO:

•Andersen Group Inc. amended and restated its certificate of incorporation, pursuant to which it is authorized to issue two series of common stock, Class A and Class B. Class A common stock hasone vote per share and is entitled to economic rights. Class B common stock hasten votes per share and is not entitled to economic rights.

•The Management Holdcos merged into Andersen Aggregator LLC (“Aggregator”). Existing common units and profits interest units were converted to Class X Aggregator Units. A percentage of the new Class X Aggregator Units were subject to vesting conditions for active managing directors who perform services for Andersen Tax LLC.

•AT Umbrella LLC was formed. Andersen Aggregator LLC contributed 100% of its equity interests in Andersen Tax Holdings LLC to AT Umbrella LLC in exchange for Class X Umbrella Units. Immediately after this contribution, AT Umbrella LLC became the managing member of Andersen Tax Holdings LLC.

•Andersen Group Inc. issued to Andersen Aggregator LLC 98,302,500 shares of Class B common stock in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received.

•The Management Holdcos issued to each of their members a promissory note in a principal amount equal to such member’s and its related transferee's aggregated capital account balance in respect of such Management Holdco as of December 16, 2025, with repayment over aseven-year period for each family of related notes with a principal balance of at least $550,000, either athree- orseven-year period for each family of related notes with a principal balance of less than $550,000 and a period of betweentwo toseven years for notes issued to certain retiring and retired managing director members of the Management Holdcos (the “Member Notes”). Additionally, AT Umbrella LLC issued corresponding notes to Aggregator (the “Capital Account Notes”) with aggregate principal amounts of approximately $187.8 million, equal to the sum of the aggregate principal amounts of the Member Notes, to be paid over the sametwo- toseven-year period, respectively. The Capital Account Notes accrue interest between 6.31% to 7.50%.

•In connection with the reorganization of the Management Holdcos, Aggregator issued Class H Aggregator Units entitling certain retiring and retired managing director members of the Management Holdcos subject to certain terms and conditions, to certain cash distributions paid over a period of up toseven years relating to payment of certain post-service obligations.

•AT Umbrella LLC issued to Aggregator a promissory note in a principal amount of approximately $162.3 million with repayment occurring over aneight-year period relating to payment of the above-mentioned post-service obligations to certain retiring and retired managing director members of the Management Holdcos (the “Holdover Note”). The Holdover Note accrues interest at 7.63%.

•Andersen Group Inc. entered into a Tax Receivable Agreement (“TRA”) with Aggregator concurrent with the Reorganization Transactions, which requires the Company to pay to certain holders of Class X Umbrella Units who are or may become parties to the TRA (the “TRA Parties”) from time to time 85% of the amount of tax benefits, if any, that are actually realized (or in some circumstances that are deemed to realize) as a result of (i) any increase in tax basis in the assets of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with the proceeds of the IPO or exchanges of Class X Umbrella Units for shares of Class A common stock or cash in the future; and (ii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments that the Company will make under the TRA.

Class X Umbrella Units held by pre-IPO common unitholders and profits interest units at AT Umbrella LLC (“LTIP Units”) are exchangeable for Class A common stock from Andersen Group Inc.

The Reorganization Transactions were accounted for as a transaction between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization have been adjusted to combine the previously separate entities for presentation purposes. As the managing member, Andersen Group Inc. operates and controls all of the business and affairs, and through AT Umbrella LLC and its subsidiaries, conducts the business of Andersen Tax LLC. Andersen Group Inc. consolidates AT Umbrella LLC and its subsidiaries in its consolidated financial statements and reports a noncontrolling interest related to the Class X Umbrella Units held by the pre-IPO common unitholders and the LTIP Units in the consolidated financial statements.

The following summarizes the other transactions completed in connection with the IPO:

•AT Umbrella LLC granted LTIP Units to Aggregator in connection with the earlier appointment of additional managing directors during 2025, and Aggregator issued corresponding Aggregator LTIP Units to such managing directors. Andersen Group Inc. issued to Aggregator shares of Class B common stock equal in number to the maximum number of Class X Umbrella Units issuable upon exchange of such LTIP Units issued to Aggregator in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received. LTIP Units in AT Umbrella are economically similar to stock options. Each LTIP Unit has a per unit hurdle price, which is economically similar to the exercise price of a stock option.

•Andersen Group Inc. granted 5,440,720 restricted stock units (RSUs) under the 2025 Equity Incentive Plan concurrent with the IPO.

Note 2. Summary of Significant Accounting Policies

Significant Accounting Policies

Except as otherwise noted, there have been no material changes in the Company’s significant accounting policies as of and for the three and six months ended June 30, 2026, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on March 27, 2026.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. The Company’s business experiences seasonal fluctuations in revenue and net income, with a more significant portion of revenue typically realized in the first and third quarters of each year predominantly due to timing of major tax filing deadlines. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods presented, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2026.

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include but are not limited to the assessment of the recoverability of goodwill and intangible assets, valuation and expected lives of tangible and intangible assets, allowance for credit losses, certain accrued liabilities, and valuation of net assets acquired in business combinations. Changes in circumstances could cause actual results to differ materially from these estimates. The Company has consistently applied the accounting policies for the periods presented as described in the consolidated financial statements contained in the annual report for the year ended December 31, 2025.

The unaudited condensed consolidated financial statements include the results of the Company and its subsidiaries. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Andersen Group Inc. had no operations. All significant intercompany transactions and balances have been eliminated during consolidation.

The Company’s consolidated financial statements are presented in U.S. dollars, which is the Company’s functional currency. The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated into U.S. dollars at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation and transaction gains and losses are not material during the periods presented. Gains and losses resulting from foreign currency transactions are included in earnings.

Principles of Consolidation and Noncontrolling Interest

The accompanying unaudited condensed consolidated financial statements include the accounts of AT Umbrella LLC and its 100% wholly owned subsidiaries. AT Umbrella LLC is a Variable Interest Entity (“VIE”), as defined in ASC Topic 810 (“ASC 810”), Consolidation. ASC 810 requires the consolidation of VIEs in which the entity is defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. The Company has assessed its variable interests in this entity and determined that the Company is the primary beneficiary of AT Umbrella LLC and its subsidiaries. In completing the assessment, the Company identified the activities that it considers most significant to the economic performance of this entity and determined that the Company has the power to direct those activities. As a result, AT Umbrella LLC and its subsidiaries’ financial position and results of operations are consolidated in the Company’s unaudited condensed consolidated balance sheet and unaudited condensed consolidated statement of operations.

All significant intercompany balances and transactions have been eliminated in consolidation. The assets and liabilities of AT Umbrella LLC represent substantially all of the consolidated assets and liabilities of Andersen Group, Inc. Andersen Group, Inc., has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by AT Umbrella LLC and its subsidiaries.

A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Redeemable noncontrolling interest was classified as temporary equity at December 31, 2025 because the Class X Umbrella Units contained certain redemption features that were not solely within the control of the Company. On March 24, 2026, an amendment to the AT Umbrella LLC Limited Liability Company Agreement was executed. The amendment modified the redemption provisions of Class X Umbrella Units held by Aggregator, which allow for the Company to elect for settlement in cash instead of settlement in the Company's Class A common stock. Under the revised terms, the Company may elect to redeem Class X Umbrella Units held by Aggregator for cash only if the cash proceeds are sourced from a qualifying offering of its Class A common stock. As a result of these changes, the redeemable noncontrolling interest was prospectively reclassified from temporary equity into permanent equity as the conditions for temporary equity classification are no longer met. See Note 10 for further information on the redeemable noncontrolling interest and the related accounting policies prior to the reclassification from temporary equity into permanent equity.

The presentation of net income is modified to present earnings and other comprehensive income attributed to controlling and noncontrolling interests.

The noncontrolling interest on the unaudited condensed consolidated statement of operations represents the portion of earnings or loss attributable to the ownership interests in AT Umbrella LLC held by Aggregator. Net income or loss attributable to noncontrolling interest is allocated in accordance with the contractual distribution rights of the holders under AT Umbrella LLC's Limited Liability Company Agreement. Those contractual rights reflect the relative participation of Class X holders and, when applicable, LTIP Unit holders. LTIP Unit holders participate only after the applicable contractual hurdle amounts are satisfied, and certain LTIP awards include catch-up provisions that may affect the allocation of earnings after those hurdle amounts are met.

The Company does not have any controlling interest in, and is not the primary beneficiary of, any other member firm of Andersen Global. Accordingly, these entities are considered related parties solely as a result of the memberships in the Swiss verein discussed above. These member firm entities are not consolidated in the Company’s unaudited condensed consolidated financial statements.

One of the non-U.S. Andersen Global member firms is a VIE. The Company has assessed its variable interests in this entity and determined that the Company is not the primary beneficiary. In completing the assessment, the Company identified activities it considers most significant to the economic performance of this entity and determined that the Company does not have the power to direct those activities. As a result, that entity’s financial position and results of operations are not consolidated in the Company’s unaudited condensed consolidated balance sheet and unaudited condensed consolidated statement of operations. The Company's carrying value and exposure to loss is comprised of loans to the VIE included in loans and notes receivable from affiliates, net of allowance for credit losses and amounts due from the VIE included in prepaid expenses and other current assets. As of June 30, 2026 and December 31, 2025, the total carrying value of these items was $0.6 million and $0.2 million, respectively. As of June 30, 2026 and December 31, 2025, the Company’s maximum exposure to loss related to the loans receivable and amounts due from the VIE was $7.3 million and $6.9 million, respectively, excluding the allowance for credit loss on the loans receivable from the VIE.

Business Combinations

The following significant accounting policy was added since the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 27, 2026.

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. If determined to be a business combination, the Company accounts for the transaction under the acquisition method of accounting, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities, and noncontrolling interest in the acquiree based on the fair value estimates as of the date of acquisition. In accordance with Accounting Standards Codification ("ASC") Topic 805 (“ASC 805”), Business Combinations, the Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. In cases where the fair value of identified net assets acquired exceeds consideration paid, the Company recognizes a gain on bargain purchase.

The consideration for the Company’s business acquisitions may include future payments that are contingent upon the occurrence of a particular event or events. The obligations for such contingent consideration payments are recorded at fair value on the acquisition date. The contingent consideration obligations are then evaluated each reporting period. Changes in the fair value of contingent consideration, other than changes due to payments, are recognized as a gain or loss and recorded within other income, net in the consolidated statements of operations.

If determined to be an asset acquisition, the Company accounts for the transaction under ASC Topic 805-50, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration transferred. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration transferred) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values.

Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. The Company generally obtains the assistance of a valuation specialist in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.

Determining the useful lives of intangible assets also requires judgment. Acquired intangible assets such as customer relationships are expected to have determinable useful lives. The estimates of the useful lives of definite-lived intangible assets are primarily based upon historical experience, the competitive and macroeconomic environment, and operating plans. The costs of definite-lived intangibles are amortized to expense over their estimated life.

See Note 18 for further information on the Company’s business combinations.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is no longer an emerging growth company or affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.

Segment Information

ASC Topic 280, Segment Reporting establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise where discrete financial information is available and evaluated regularly by the Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer (“CEO”). The Company operates in one segment based upon the financial information used by its CODM in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of providing tax, valuation, financial advisory and related consulting services to its clients. See Note 17 for further information on the Company’s reporting segment.

Amounts Payable to Related Parties Pursuant to Tax Receivable Agreement

In connection with the IPO and Reorganization Transactions, the Company entered into the TRA with certain pre-IPO owners that provides for the payment to certain holders of Class X Umbrella Units who are or may become parties to the TRA from time to time 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company realizes or is deemed to realize (determined by using assumptions regarding combined state and local income tax rates) as a result of (i) any increase in tax basis in the assets of AT Umbrella LLC and its flow-through subsidiaries resulting from purchases of Class X Umbrella Units from such Class X Umbrella Unit holders with the proceeds of the IPO or resulting from exchanges of Class X Umbrella Units for, at Andersen Group Inc.’s election, shares of Class A common stock or cash in the future; and (ii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments that are made under the TRA. The TRA will make certain simplifying assumptions regarding the determination of the cash savings that are realized or are deemed to realize from the covered tax attributes, which may result in payments pursuant to the TRA in excess of those that would result if such assumptions were not made. No party to the TRA will reimburse the Company for any payments previously made if such basis increases or other benefits are subsequently disallowed, except that excess payments made to the TRA parties will be netted against future payments that would otherwise be made under the TRA, if any, after determination of such excess. The Company accounts for amounts payable under the TRA in accordance with ASC Topic 450, Contingencies. As such, subsequent changes in the fair value of the TRA liability between reporting periods are recognized in the consolidated statement of operations.

The Company has not yet incurred a liability in connection with the TRA.

Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of the Company’s Class A common stock outstanding for the period, without consideration for potential dilutive shares of common stock. Shares of Class B common stock and RSUs are not entitled to receive any distributions or dividends and are therefore excluded from this presentation since they are not participating securities. Diluted earnings per share is computed by dividing net income attributable to holders of Class A common stock by the weighted average number of shares of Class A common stock outstanding, plus the effect of all dilutive securities as calculated using the if-converted and treasury stock methods, as appropriate.

Participating securities exist at AT Umbrella LLC, a non-wholly owned consolidated subsidiary of the Company. As such, the Company applies the more dilutive of the treasury stock or if-converted methods and the two-class method to allocate undistributed earnings or losses of AT Umbrella LLC. In doing so, the Company determines the portion of AT Umbrella LLC’s earnings attributable to the Company and accordingly reflects in earnings available to common stockholders in the Company’s calculation of basic and diluted earnings per share.

The Company did not include earnings per unit for the pre-IPO period as part of its financial statements. All earnings prior to the completion date of the IPO were entirely allocable to the noncontrolling interest and, as a result, earnings per share information is not applicable for reporting periods prior to this date, including the three and six months ended June 30, 2025. Consequently, only earnings per share for net earnings for the three and six months ended June 30, 2026 are presented.

Recently Issued Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standard Board ("FASB") in the form of Accounting Standards Updates ("ASUs") to the FASB Accounting Standards Codification ("Codification"). ASUs issued which are not specifically listed below were assessed and have already been adopted in a prior period or determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The guidance is effective for all entities for annual periods beginning after December 15, 2025. The Company adopted ASU 2025-05 as of January 1, 2026 and such adoption did not have a significant impact on the Company's condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. Early adoption is permitted. Upon adoption, the guidance may be applied prospectively or retrospectively. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. As an emerging growth company, the Company has elected the extended transition period for complying with new or revised accounting standards and this ASU has not yet been adopted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the consolidated financial statements. The amendments in this ASU will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for all entities for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements in Accounting for Internal-Use Software, which replaced the “project stage” model with a principles-based framework for cost recognition and capitalization of internal-use software. The update requires companies to capitalize internal-use software costs when management authorizes and commits funding for the software project and when it is probable the project will be completed and the software will be used to perform the function intended. The guidance will be effective for all entities for annual periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance may be applied prospectively or retrospectively. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration From a Customer in a Revenue Contract. ASU 2025-07 introduces guidance for applying derivative accounting to contracts that include features tied to the operations or activities of one of the parties to the contract. It also aims to reduce diversity in how share-based payments are accounted for in revenue contracts. ASU 2025-07 will be effective for the annual periods beginning after December 15, 2026 with early adoption permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow- Scope Improvements. The amendments in this ASU do not change the fundamental nature of interim reporting or expand or reduce current interim disclosure. The amendments in this ASU clarify the guidance in ASC Topic 270 by providing a comprehensive list of required interim disclosures and codifying a disclosure principle that requires the Company to disclose events and changes that occur after the end of the most recent annual reporting period that have a material impact on its consolidated financial statements. The amendments in this ASU are effective for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements (Topic 815). The amendments in this ASU update the FASB Accounting Standards Codification for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The amendments in this ASU are effective for all entities for annual periods beginning after December 15, 2026, and interim periods within those annual periods. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements.

Note 3. Revenue

Disaggregation of Revenue

The following table presents the disaggregation of revenue by timing of revenue recognition (in thousands):

The Company derives revenue from four service lines:

•Private Client Services: Tax and financial services for individuals and families, focusing on client issues such as multigenerational wealth, charitable giving, and estate planning.

•Business Tax Services: Consulting and compliance services for businesses, assisting organizations with tax planning, compliance and reporting needs.

•Alternative Investment Funds: Tax and financial-related services for alternative investment funds including family offices, funds of funds, hedge funds, private equity, venture capital and real estate investment trusts.

•Valuation Services: Independent valuation analyses to assist clients in navigating tax laws and regulatory requirements.

The following table presents the disaggregation of revenue by service line (in thousands):

The following table presents the disaggregation of revenue by region (in thousands):

Remaining Performance Obligations

The revenue recognition standard provides exemptions to the requirements for disclosure of the total transaction price allocated to unsatisfied performance obligations as of the reporting date for performance obligations within contracts of one year or less. The majority of the Company’s contracts with clients have a duration of one year or less. For contracts with a stated duration exceeding one year, these agreements allow both the Company and the client to cancel or terminate without substantial penalty. Therefore, the contract duration does not extend beyond the goods and services already transferred when cancellation or termination rights exist without substantial penalty. As such, the Company does not disclose the total transaction price allocated to unsatisfied performance obligations.

Contract Balances

In the three and six months ended June 30, 2026, the Company recognized revenue of approximately $1.8 million and $9.6 million, respectively, that was included in deferred revenue on the consolidated balance sheet as of December 31, 2025. In the three and six months ended June 30, 2025, the Company recognized revenue of approximately $3.2 million and $13.0 million, respectively, that was included in deferred revenue on the consolidated balance sheet as of December 31, 2024. The opening balance of deferred revenue on January 1, 2025 was $15.6 million.

Note 4. Accounts Receivable, Net

Accounts receivable, net consists of (in thousands):

The following table summarizes changes in the allowance for credit losses for the six months ended June 30, 2026 and year ended December 31, 2025 (in thousands):

The opening balance of accounts receivable, net on January 1, 2025 was $117.8 million.

Note 5. Financial Instruments and Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):

Investments in Held-to-Maturity Debt Securities

The Company holds U.S. Treasury securities that are “off-the-run” as they were issued before the most recent issue and were still outstanding at measurement day. The Company classifies the fair value of these items as Level 2 fair value measurements as the pricing is obtained from a third-party service that uses observable data. The following table summarizes the amortized cost, unrealized gains, unrealized losses, and fair value in U.S. Treasury securities classified as held-to-maturity (in thousands):

Deferred Consideration Liability

The fair value of the Company’s deferred consideration liability included within other current liabilities was approximately $6.4 million and $0.7 million as of June 30, 2026 and December 31, 2025, respectively, based on unobservable inputs and categorized as Level 3.

Loans and Notes Receivable

Loans and notes receivable arecomprised of loans and advances made to member firms of Andersen Global and employees of the Company. The Company classifies the fair value of these items as Level 3 fair value measurements as these are valued using a discounted cash flow methodology less a reserve for expected credit losses. Based on the reserve methodology and the variable rates included within the population, the carrying value of these receivables approximates fair value. Refer to Note 14 for further detail.

Long-Term Debt

Long-term debt includes a revolving line of credit with a financial institution, Capital Account Notes and Holdover Note in connection with the reorganization of the Management Holdcos. Refer to Note 9 for further detail.

Note 6. Property and Equipment, Net

Property and equipment, net consists of (in thousands):

Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 was $2.3 million and $1.9 million, respectively, and $4.5 million and $3.8 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the amount of office equipment under finance leases wasnot material.

Note 7. Goodwill and Intangible Assets, Net

The following table summarizes changes in goodwill for the six months ended June 30, 2026 and year ended December 31, 2025 (in thousands):

Intangible assets, net as of June 30, 2026 consist of (in thousands):

Intangible assets, net as of December 31, 2025 consist of (in thousands):

Amortization expense for intangible assets for the three months ended June 30, 2026 and 2025 was $0.2 million, and $0.1 million, respectively, and was $0.3 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively.

Scheduled remaining amortization expense is presented in the table below (in thousands):

As of June 30, 2026, the Company capitalized internally developed software of $2.4 million for software that is not yet ready for its intended use. This software has a useful life ofthree years and is expected to commence amortization during the year ending December 31, 2027.

Note 8. Other Balance Sheet Components

Prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025 consist of the following (in thousands):

Other current liabilities as of June 30, 2026 and December 31, 2025 consist of the following (in thousands):

Note 9. Long-Term Debt

Revolving Line of Credit

The Company previously maintained a $20.0 million revolving line of credit (the “Credit Agreement”) with a financial institution, which was collateralized by substantially all the assets of the Company. The Credit Agreement expired on June 30, 2026 in accordance with its terms and was not renewed. As such, no amount is outstanding on this line of credit as of June 30, 2026. As of December 31, 2025, the Company had outstanding standby letters of credit of $1.3 million andno cash borrowings under the Credit Agreement.

Revolving Credit Facility

In June 2026, the Company entered into a new credit agreement ("New Credit Agreement") which provides for up to $50.0 million asset-based revolving credit facility (the "Revolving Credit Facility"). Borrowing availability under the Revolving Credit Facility is determined by reference to an asset-based borrowing base, which includes up to 85% of certain accounts receivable, as reduced by certain reserves. The Revolving Credit Facility matures in June 2029 and may be used for general corporate purposes, refinancing of existing debt, permitted acquisitions, and ongoing working capital needs.

The Revolving Credit Facility includes a sublimit of $5.0 million for letters of credit, and the interest rate for cash borrowings equal to Term Secured Overnight Financing Rate ("SOFR") plus 1.75%. As of June 30, 2026, the Company had outstanding standby letters of credit of $1.3 million. The Company hadno cash borrowings as of June 30, 2026. The Company’s outstanding letter of credit is subject to a commitment fee of 0.25% per annum. These fees are included in sales, general and administrative expenses and areimmaterial for the three and six months ended June 30, 2026.

During the three and six months ended June 30, 2026, the Company had no uncured events of default with respect to the financial covenants required by the New Credit Agreement.

Capital Account Notes

In connection with the reorganization of the Management Holdcos, Aggregator issued Class X Aggregator Units to equity holders of the Management Holdcos who were current Managing Directors and related persons and issued Member

Notes representing the undistributed capital account balance payable to all equity holders of the Management Holdcos who had an outstanding capital account balance.

On December 16, 2025, AT Umbrella LLC issued corresponding Capital Account Notes, which are promissory notes to Aggregator with aggregate principal amounts of $187.8 million. The Capital Account Notes are amortized overtwo toseven years and bear annual interest rates between 6.31% to 7.50%. Payments are made quarterly, consisting of both principal and accrued interest.

The Company may prepay the outstanding principal amounts partially or in full at any time without penalty or premium. Early partial prepayments are applied to reduce the last maturing principal installments first.

In the event of default, including non-payment, breach of representations, or insolvency events, the noteholder may declare the entire principal, accrued interest, and other amounts immediately due and payable. Furthermore, the obligations under the Capital Account Notes are subordinated to AT Umbrella LLC’s senior indebtedness.

The Capital Account Notes are governed under the laws of the State of Delaware and are subject to additional terms and conditions as outlined in the original agreements.

Holdover Note

In connection with the reorganization of the Management Holdcos, Aggregator issued Class H Aggregator Units entitling certain retiring and retired managing director members of the Management Holdcos subject to certain terms and conditions, to certain cash distributions paid over a period of up toseven years relating to payment of certain post-service obligations.

On December 16, 2025, AT Umbrella LLC issued to Aggregator the Holdover Note in a principal amount of $162.3 million with repayment occurring over aneight-year period relating to payment of the above-mentioned post-service obligations to certain retiring and retired managing director members of the Management Holdcos. The Holdover Note bears interest at a rate of 7.63%. Payments are made quarterly, consisting of both principal and accrued interest.

The Company may prepay the outstanding principal amount partially or in full at any time without penalty or premium. Early partial prepayments are applied to reduce the last maturing principal installments first.

In the event of default, including non-payment, breach of representations, or insolvency events, the noteholder may declare the entire principal, accrued interest, and other amounts immediately due and payable. Furthermore, the obligations under the Holdover Note are subordinated to AT Umbrella LLC’s senior indebtedness.

The Company did not incur material loan issuance costs in connection with the Capital Account Notes and Holdover Note.

The fair value of the debt obligations is approximated by the principal amount of the loans as of June 30, 2026. The fair value of the debt obligations is estimated using a discounted cash flow methodology, which includes significant unobservable inputs used in the fair value measurement process for items valued utilizing Level 3 techniques. The Company incurred approximately $5.8 million and $12.0 million in interest expense with respect to the Capital Account Notes and Holdover Note during the three and six months ended June 30, 2026, respectively.

Future maturities of long-term debt as of June 30, 2026, were as follows (in thousands):

Note 10. Redeemable Noncontrolling Interest

In connection with the Reorganization Transactions, Class X Umbrella Units were issued to Aggregator. Aggregator also owns all outstanding shares of the Company's Class B common stock. Under the Limited Liability Company Agreement of AT Umbrella LLC (the “AT Umbrella LLC Agreement”), Aggregator had the right from time to time to cause AT Umbrella LLC to redeem any or all of its Class X Umbrella Units (and cancel paired shares of the Company's Class B common stock), in exchange for, at Andersen Group Inc.’s election, either cash (based on the volume-weighted average market price of a share of the Company's Class A common stock) or shares of Class A common stock, and such exchange, at Andersen Group Inc.’s election, may have been effected as a direct exchange of cash or Class A common stock for Class X Umbrella Units (and the cancellation of paired shares of the Company's Class B common stock) in lieu of such redemption. The redemption election was not considered to be within the control of the Company because the holder of Class B common stock controlled the Company through direct representation on its board of directors. As a result, the noncontrolling interest in AT Umbrella LLC was classified as redeemable noncontrolling interest outside of permanent equity at December 31, 2025.

Redeemable noncontrolling interest was recorded at the greater of the carrying value or redemption amount. In determining the measurement method of redemption value, the Company elected to accrete changes to the redemption value over the period from the date of issuance to the earliest redemption date. The resulting changes to accrete to the redemption value were recorded in equity. If the Company had an accumulated deficit, changes were recorded against additional paid-in-capital until there was no additional paid-in capital balance, and then charges were recorded against accumulated deficit. Changes in the redemption value were considered to be changes in accounting estimates and were accounted for prospectively.

On March 24, 2026, an amendment to the AT Umbrella LLC Limited Liability Company Agreement was executed. The amendment modified the redemption provisions of Class X Umbrella Units held by Aggregator. Under the revised terms, the Company may elect to redeem Class X Umbrella Units held by Aggregator for cash only if the cash proceeds are sourced from a qualifying offering of the Company's Class A common stock. As a result of these changes, the redeemable noncontrolling interest was prospectively reclassified from temporary equity into permanent equity as the conditions for temporary equity classification are no longer met.

Changes to the value of the redeemable noncontrolling interest during the six months ended June 30, 2026 are summarized as follows (in thousands):

Note 11. Stockholders’ Equity

Equity Structure Prior to Initial Public Offering and Reorganization Transactions

The Company historically conducted business through Andersen Tax Holdings LLC and its subsidiaries, including Andersen Tax LLC. Prior to the consummation of the IPO and Reorganization Transactions, all of the equity interests of Andersen Tax Holdings LLC were owned by the Management Holdcos. Each of the Management Holdco’s equity holders included current and former managing directors.

Distributions payable to related parties on the unaudited condensed consolidated balance sheets consists of distributions declared but not yet paid to the Management Holdcos related to members' tax obligations, members’ undistributed capital and allocated income prior to the IPO and Reorganization Transactions. During the three and six months ended June 30, 2026, the Company paid distributions of $23.8 million and $41.9 million to Aggregator, respectively.

Amendment and Restatement of Certificate of Incorporation

On December 6, 2025, the Board of Directors of Andersen Group Inc. approved the Company’s Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation authorizes the Company to issue 1,000,000,000 shares of Class A common stock, par value of $0.0001 per share,300,000,000 shares of Class B common stock, par value of $0.0001 per share, and 100,000,000 shares of preferred stock, par value of $0.0001 per share.

Class A Common Stock

Shares of Class A common stock have both voting and economic rights. Holders of Class A common stock are entitled toone vote for each share of Class A common stock held. Shares of Class A common stock are entitled to dividends and pro rata distribution of remaining available assets upon liquidation. Shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. As of June 30, 2026 and December 31, 2025, there were 13,472,214 and 12,650,000 shares of Class A common stock issued and outstanding.

Class B Common Stock

Shares of Class B common stock have voting but no economic rights. Holders of Class B common stock generally are entitled, without regard to the number of shares of Class B common stock held by such holder, toten votes for each share held. Shares of Class B common stock do not have any right to receive dividends or distribution upon liquidation. As of June 30, 2026, there were 99,415,168 shares of Class B common stock issued and outstanding. As of December 31, 2025, there were 99,166,563 shares of Class B common stock issued and outstanding. All shares of Class B common stock are held by Aggregator.

Preferred Stock

The Company is authorized to issue one or more series of preferred stock, provided that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of preferred stock authorized. The Company's board of directors may determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative, participating, optional or other special rights. As of June 30, 2026 and December 31, 2025, no preferred stock had been issued.

Distributions to Members Related to Their Income Tax Liabilities

As a limited liability company treated as a partnership for income tax purposes, AT Umbrella LLC does not incur significant federal, state or local income taxes, as these are primarily the obligations of its members. Under the AT Umbrella LLC Agreement, AT Umbrella LLC is required to distribute cash, to the extent that it has cash available, on a pro rata basis to its members to the extent necessary to cover the members' tax liabilities, if any, with respect to each member's share of the AT Umbrella LLC's taxable earnings. During the three and six months ended June 30, 2026, the Company paid distributions totaling $35.4 million and $41.7 million, respectively, to Aggregator in satisfaction of member tax liabilities.

AT Umbrella LLC Agreement

As of June 30, 2026,13,472,214 Class X Umbrella Units are held by Andersen Group Inc. corresponding to 13,472,214 shares of Andersen Group Inc. Class A common stock issued and outstanding as of such date. The remaining 99,415,168 Class X Umbrella Units outstanding as of June 30, 2026 correspond to 97,805,000 shares of Andersen Group Inc. Class B common stock issued and outstanding as of such date, which are held by Aggregator. The remaining 1,610,168 shares of Class B common stock outstanding as of such date correspond to an equivalent number of AT Umbrella LLC LTIP Units held by Aggregator on behalf of certain Managing Directors of Andersen Tax LLC.

Aggregator may require AT Umbrella LLC to redeem its Class X Umbrella Units (and cancel paired shares of Andersen Group Inc. Class B common stock), with Andersen Group Inc. having the option to settle the redemption in cash, if the cash proceeds are sourced from a qualifying offering of its Class A common stock, or Class A common stock, or to effect a direct exchange of cash or Class A common stock for the units and paired shares. See Note 10 for further information.

Under the AT Umbrella LLC Agreement, the Company is required to cause AT Umbrella to issue additional Class X Umbrella Units to the Company or Aggregator whenever the Company or Aggregator issues equity securities. For the Company, this obligation applies to shares of Class A common stock or other economic equity securities, and for Aggregator, to Class X Aggregator Units or exchangeable equity instruments. Concurrently, any net proceeds received from these equity issuances by the Company or Aggregator must be contributed to AT Umbrella LLC, unless otherwise used to fund specific expenses. Similar parity is maintained in equity transactions such as repurchases or redemptions involving the Company, Aggregator, or AT Umbrella LLC.

Note 12. Equity-Based Compensation

Profits Interest Units ("PIUs")

In April 2025, new PIUs were issued to certain Managing Directors of Andersen Tax LLC. The PIUs were created to provide additional allocations of distributable profits and losses of Andersen Tax Holdings LLC to the Managing Directors in proportion to their total units, which include the PIUs. The economic terms of the PIUs gave the holders an equity ownership, an economic interest in the future profits and losses, and holders received value from their awards by receiving distributions. The PIUs vested immediately and were subject to forfeiture upon termination of employment, either voluntary or involuntary.

The expense related to the PIUs was measured based on their grant date fair values and are recognized in full on the grant date as there is no required service or vesting to participate in the benefits. A Probability-Weighted Expected Return Method (“PWERM”) model was used to determine the grant date fair value of the PIUs.

The PWERM is a scenario-based methodology that estimates the fair value of PIUs based upon an analysis of future enterprise values, assuming various outcomes. The PIUs value was based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of units. The future value of the units under each outcome was discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the PIUs. A discount for lack of marketability of the PIUs was then applied to arrive at an indication of value for the PIUs.

The weighted-average grant date fair value of the PIUs for the three and six months ended June 30, 2025 was $748.79 per unit.173,025 PIUs were granted during the three and six months ended June 30, 2025. Andersen Tax LLC recognized $104.5 million of compensation expense in cost of services and $25.0 million in sales, general and administrative expense during the three and six months ended June 30, 2025.

As discussed further in Note 1, these PIUs were later converted to Class X Aggregator Units in connection with the Reorganization Transactions in December 2025.

2025 Equity Incentive Plan

On December 6, 2025, the board of directors of Andersen Group Inc. approved the Company’s 2025 Equity Incentive Plan. The 2025 Equity Incentive Plan provides for the grant of nonstatutory stock options ("NSOs"), stock appreciation rights ("SARs"), restricted shares, restricted stock units ("RSUs") and other equity-based awards. As of June 30, 2026 the Company has reserved 12,290,828 shares of Class A common stock in connection with the 2025 Equity Incentive Plan. On the first day of each January during the term of the 2025 Equity Incentive Plan, beginning on January 1, 2026 and ending on (and including) January 1, 2035, the number of shares of Class A common stock that may be issued under the 2025 Equity Incentive Plan will increase by a number of shares equal to the lesser of (a)5% of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year or (b) such lesser number of shares (including zero) that the plan administrator determines for purposes of the annual increase for that fiscal year. The Company will recognize forfeitures as they occur.

Concurrently with the IPO, the Company granted new RSUs to employees. The RSUs granted in 2025 have a time-based vesting requirement wherein 1/6th of the total number of RSUs subject to the award will vest on each annual anniversary of the vesting commencement date, subject to the recipient’s continuous service as an employee to the Company, a parent, subsidiary or affiliate through the applicable vesting date. Upon vesting, the RSUs are convertible into Class A common stock; unvested RSUs are not considered outstanding shares of Class A common stock. In June 2026, the Company granted an additional 61,231 RSUs.

The fair value of RSUs is based on the fair value of a share of Class A common stock at the time of grant, which equates to a weighted-average grant date fair value of $16.26 per unit.

The following table summarizes the information about RSU activity of Andersen Group Inc. during the six months ended June 30, 2026:

Total compensation expense for RSUs was approximately $3.4 million and $7.0 million for the three and six months ended June 30, 2026, respectively, of which $2.7 million and $5.5 million, respectively, is included in cost of services and $0.7 million and $1.5 million, respectively, is included in sales, general and administrative expense in the consolidated statement of operations. The unamortized compensation cost related to RSUs of $75.4 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 5.4 years.

AT Umbrella LLC LTIP Units

Concurrently with the IPO, AT Umbrella LLC issued AT Umbrella LLC LTIP Units to Aggregator in connection with an earlier appointment of additional Managing Directors during 2025, and Aggregator issued corresponding Aggregator LTIP Units to such Managing Directors representing such claim to AT Umbrella LLC LTIP Units. Andersen Group Inc. issued to Aggregator shares of Class B common stock equal in number to the maximum number of Class X Umbrella Units issuable upon exchange of such LTIP Units issued to Aggregator in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received. In April 2026, AT Umbrella LLC issued an additional 707,823 LTIP Units.

AT Umbrella LLC LTIP Units are economically similar to stock options. Each LTIP Unit has a per-unit hurdle price, which is economically similar to the exercise price of a stock option. LTIP Units designated as "Catch-Up Units" are subject to a provision allowing their holder to receive additional distributions after satisfying the hurdle amount of the unit. Once the hurdle amount is surpassed, a catch-up adjustment ensures that the holder of the Catch-Up Unit receives distributions equivalent to what they would have received if the hurdle amount had not been applied, up to the agreed-upon cumulative amount. All LTIP Units are designated as Catch-Up Units.

LTIP Units generally vest 1/5th on each annual anniversary of the vesting commencement date over afive-year period, subject to the recipient’s continuous service as an employee of the Company or one of its subsidiaries.

The following table summarizes information around AT Umbrella LLC LTIP Units:

The fair value of LTIP Units is based on the fair value of a share of Class A common stock of Andersen Group Inc. at the time of grant, which equates to a weighted-average grant date fair value of $21.38 per unit. The LTIP Units granted in 2025 are subject to a hurdle amount of $16.00 per unit, which was specified at issuance and represents the threshold over which an LTIP Unit is allocated income or is entitled to distributions. The LTIP Units granted in 2026 are subject to a hurdle amount of $28.23 per unit.

Total equity-based compensation expense for LTIP Units was approximately $1.7 million and $2.6 million for the three and six months ended June 30, 2026, respectively, of which $1.5 million and $2.4 million is recognized in cost of services and the remainder recognized in sales, general and administrative expenses. The unamortized compensation cost related to LTIP Units of $30.2 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.6 years.

Class X Aggregator Units

In connection with the Reorganization Transactions described in Note 1, Andersen Tax LLC incurred compensation expenses as a result of the exchange of common units and PIUs of the Management Holdcos for new Class X Aggregator Units with Managing Directors of Andersen Tax LLC, of which a portion of the new interests are subject to vesting conditions. These Class X Aggregator Units generally vest 1/5th on each annual anniversary of their vesting commencement dates.

The following table summarizes information around Class X Aggregator Units subject to vesting conditions:

The portion of units subjected to service-based vesting conditions results in incremental compensation expense to be recognized over the requisite service period. The Company incurred $42.3 million and $83.4 million of compensation expense for Class X Aggregator Units for the three and six months ended June 30, 2026, respectively, of which $36.2 million and $73.7 million, respectively, was recognized in cost of services and $6.1 million and $9.7 million, respectively, was recognized in sales, general and administrative expenses on the consolidated statement of operations. The unamortized compensation cost related to Class X Aggregator Units of $618.7 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.3 years. The grant date weighted average fair value associated with all Class X Aggregator Units was $16.00 per unit. The overall value of the Class X Aggregator Units was derived from the value of the Class A common stock for which the units may be exchanged.

Restricted Class A Common Stock

In connection with the acquisitions and business combinations described in Note 18, the Company incurred compensation expense as a result of the issuances of 822,214 shares of restricted Class A common stock in connection with ongoing post-combination employment, which are subject to vesting conditions. These shares of restricted Class A common stock generally vest 1/5th on each annual anniversary of their respective vesting commencement dates. The Company incurred $0.8 million of compensation expense for shares of restricted Class A common stock issued for the three and six months ended June 30, 2026, which is recognized in cost of services in the unaudited condensed consolidated statement of operations. The unamortized compensation cost related to shares of restricted Class A common stock of $23.2 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.8 years.

Equity-based Compensation Expense

The table below reflects the total equity-based compensation expense recognized in the consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (in thousands):

Note 13. Earnings Per Share

Due to the impact of the Reorganization Transactions, the Company’s capital structure for the period prior to the IPO is not comparable. As a result, the presentation of earnings per share for the periods prior to such transactions is not meaningful and only earnings per share for the period subsequent to the IPO is presented herein.

The Company computes earnings per share (“EPS”) of Class A common stock. Basic EPS is computed by dividing net income attributable to common stockholders by the weighted average number of shares of Class A common stock outstanding. The Company’s Class B common stock and RSUs are nonparticipating securities because holders are not entitled to dividends or dividend equivalent payments.

For the calculation of diluted EPS, net income attributable to common stockholders for basic EPS is adjusted by the effect of dilutive securities. Diluted EPS attributable to common stockholders is computed by dividing the resulting net income attributable to common stockholders by the weighted-average number of common stock outstanding, adjusted to give effect to dilutive elements including RSUs and convertible Class X Umbrella Units and LTIP Units to the extent these are dilutive.

The following table presents the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2026 (in thousands, except share and per share amounts):

The effect of the Company’s potentially dilutive Class X Umbrella Units, RSUs and LTIP Units were not included in the calculation of diluted earnings per share as the effect would be anti-dilutive. For the three months ended June 30, 2026, the application of the treasury stock method at AT Umbrella LLC yielded a dilutive numerator impact related to increased AT Umbrella LLC net loss attributable to the Company, but did not result in a denominator impact for any incremental shares of Class A common stock. At June 30, 2026,97,805,000 Class X Umbrella Units,5,103,260 RSUs and 1,610,168 LTIP Units with a potentially dilutive impact were outstanding.

Note 14. Transactions with Related Parties

Loans and Notes Receivable from Related Parties, Net of Allowance for Credit Losses

Loans and notes receivable due from related parties presented on the consolidated balance sheets include the following (in thousands):

The following table summarizes changes in the allowance for credit losses for loans and notes receivable due from related parties (in thousands):

Interest income includes interest earned on loans and notes receivable from related parties and isimmaterial for the three and six months ended June 30, 2026 and 2025.

Member Firm Loans

Member firm loans consist of loans made to member firms of Andersen Global. As of June 30, 2026 and December 31, 2025, the Company had notes receivable from non-U.S. member firms of Andersen Global with stated principal values totaling $7.0 million ($0.3 million, net of allowance for credit losses), and stated principal values totaling $11.0 million ($0.3 million, net of allowance for credit losses), respectively. The notes bear interest based on variable rates including: the Applicable Federal Rate ("AFR"), the Prime rate, and the SOFR plus an applicable margin percentage. The notes have maturities up toeleven years.

Employee Loans

The Company has entered into various agreements with certain employees whereby these individuals receive loans which may be either wholly or in part repaid from the distribution of earnings that the individuals receive or may be forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loans. As of June 30, 2026, the Company had notes receivable from employees with stated principal values totaling $1.1 million, net of $0.1 million to be forgiven in 2027. As of December 31, 2025, the Company had notes receivable from employees with stated principal values totaling $0.2 million, net of $0.2 million to be forgiven in 2026. The fixed rate loans are based on the AFR with maturity dates up tofive years.

Stewardship Funds

During 2021, the Company provided a $2.0 million credit facility to funds formed for the benefit of certain Managing Directors maturing on December 31, 2029, permitting short-term advances up to 30 days with interest payable at the Prime rate. As of June 30, 2026, this credit facility was settled. As of December 31, 2025, $0.1 million was due to the Company under this credit facility.

During 2023, the Company provided a $2.0 million credit facility to another fund formed for the benefit of certain Managing Directors maturing on December 31, 2033, permitting short-term advances up to 60 days with interest payable at the Prime rate. As of June 30, 2026, no amounts were outstanding. As of December 31, 2025, $0.3 million was outstanding bearing interest at the prime rate.

Trademark License Fees

The Company earns trademark license fees from member firms of Andersen Global and contributing firms of Andersen Consulting. The Company recognized $1.6 million and $0.9 million in other income, net during the three months ended June 30, 2026 and 2025, respectively, and $2.3 million and $1.8 million in other income, net during the six months ended June 30, 2026 and 2025, respectively.

Historically, the Company was required to distribute a portion of trademark license fees collected to an entity controlled by an executive of the Company; however, this arrangement was terminated on March 29, 2025, effective immediately, for no consideration. For the three and six months ended June 30, 2025, the Company incurred zero and $0.1 million in cost of services in the consolidated statements of operations, respectively. The Company included $0.1 million in other current liabilities on the consolidated balance sheet as of December 31, 2025, with no comparable amount as of June 30, 2026.

Andersen Global Commitments

In the normal course of business, the Company funds certain global management costs on behalf of Andersen Global and allocates a portion of these costs to be reimbursed by non-U.S. member firms.

As of June 30, 2026 and December 31, 2025, net amounts due from member firms related to license fees and Andersen Global Commitments included in prepaid expenses and other current assets were $9.0 million and $1.3 million, respectively. Amounts due to member firms included in other current liabilities were $5.3 million and $0.6 million, respectively.

Other Transactions

The Company recorded expenses to member firms of Andersen Global and contributing firms of Andersen Consulting of $2.4 million and $0.4 million in the three months ended June 30, 2026 and 2025, respectively, and $4.3 million and $0.6 million in the six months ended June 30, 2026 and 2025, respectively. These related party expenses were incurred in exchange for services rendered by the payees in connection with the Company’s client engagements, and were recorded in cost of services on the unaudited condensed consolidated statement of operations.

State Tax Payments

The Company remits certain state tax payments on behalf of certain Managing Directors which are recorded as a receivable. The receivable is settled upon the next tax distribution through a withholding from the gross tax distribution otherwise payable to the members. As of June 30, 2026 and December 31, 2025, balances due from related parties included in prepaid expenses and other current assets were $3.0 million and $2.7 million, respectively.

Capital Account Notes and Holdover Note

In connection with the reorganization of the Management Holdcos, Aggregator issued Class X Aggregator Units to equity holders of the Management Holdcos who were current Managing Directors and related persons, and Class H Aggregator Units to certain retiring and retired managing director members of the Management Holdcos. Refer to Note 9 for further details.

Note 15. Commitments and Contingencies

Litigation

The Company has been involved in various legal matters arising out of the ordinary course of business. Management believes such legal matters will not have a material adverse effect on the unaudited condensed consolidated balance sheets or statements of operations of the Company.

Other Commitments

The Company entered into an agreement to use certain professional services training facilities (“Training Center Agreement”) for a limited number of days per year, which extends through 2030. Sales, general and administrative expenses include approximately $0.4 million and $0.6 million incurred for these services for the three months ended June 30, 2026 and 2025, respectively, and $0.8 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively. The minimum future commitment under the Training Center Agreement is approximately $4.3 million through 2030.

During 2024 and 2025, the Company signed commitments for software licenses for certain financial accounting systems and cloud hosting services. The contracts require minimum payments through 2031, as follows (in thousands):

Note 16. Income Taxes

Andersen Group Inc. is taxed as a C corporation and is subject to U.S. federal, state and local income taxes on its share of allocable partnership income. Andersen Group Inc.’s sole material asset is its ownership in AT Umbrella LLC, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. AT Umbrella LLC’s allocable share of taxable income and related tax credits, if any, are passed through to its members, including Andersen Group Inc., and are included in the members’ tax returns.

Prior to Andersen Group Inc.’s investment in AT Umbrella LLC, the Company was a multi-member limited liability company taxed as a partnership and generally not subject to U.S. federal and state taxes. However, certain state and local jurisdictions impose an entity level income tax and these amounts are reflected as income taxes in the consolidated financial statements. Each member of the limited liability company is responsible for reporting and paying income tax on their share of income or loss to the extent required by federal and state income tax regulations.

In calculating the provision for interim income taxes in accordance with ASC Topic 740, Income Taxes, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The Company also records the tax impact of certain discrete, unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates on deferred tax balances, in the interim period in which they occur.

For the three months ended June 30, 2026 and 2025, the Company recorded an income tax benefit of $0.1 million and $7.0 million, respectively, on pre-tax loss of $10.2 million and $103.0 million respectively.

The Company’s effective tax rate for thethree months ended June 30, 2026 was 0.7% compared to 6.8% for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 differed from the U.S. statutory rate of 21% primarily due to non-controlling interest as Andersen Group Inc. is only subject to income tax on its allocable share of partnership income from AT Umbrella LLC and state and local income taxes. The effective tax rate for the three months ended June 30, 2025 differed from the U.S. statutory rate of 21% primarily related to income not subject to entity level tax as the Company is taxed as a partnership, compensation expense recorded for accounting purposes related to profit interest units that are not deductible for tax purposes and certain state and local entity level taxes.

For the six months ended June 30, 2026 and 2025, the Company recorded an income tax provision of $2.7 million and an income tax benefit of $2.8 million, respectively, on pre-tax income of $10.4 million and pre-tax loss of $48.2 million respectively.

The Company’s effective tax rate for thesix months ended June 30, 2026 was 26.4% compared to 5.9% for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2026 differed from the U.S. statutory rate of 21% primarily due to non-controlling interest as Andersen Group Inc. is only subject to income tax on its allocable share of partnership income from AT Umbrella LLC and state and local income taxes. The effective tax rate for the six months ended June 30, 2025 differed from the U.S. statutory rate of 21% primarily related to income not subject to entity level tax as the Company is taxed as a partnership, compensation expense recorded for accounting purposes related to profit interest units that are not deductible for tax purposes and certain state and local entity level taxes.

The Company regularly assesses the need for a valuation allowance related to its deferred tax assets. In making such assessment, the Company considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on a weighing process of available evidence, whether it is more-likely-than-not that its deferred tax assets will not be realized. As of June 30, 2026, the Company continued to conclude that substantially all of its investment in AT Umbrella LLC is not realizable on a more-likely-than-not basis as the investment in AT Umbrella LLC is capital in nature.

Note 17. Segment Reporting

The Company conducts business as a single operating segment for its range of tax, valuation, financial advisory, and related consulting services. In reaching this conclusion, management considers the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company’s CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level which is the level that the CODM manages the business, allocates resources, makes key resource decisions, and assesses performance.

The key measure of segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s net income or loss. The measure is used to benchmark the Company's results against forecasts. The table below shows a reconciliation of the Company’s net income, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total net income or loss in the unaudited condensed consolidated statements of operations (in thousands):

(1)Non-personnel and other operating costs primarily include the provision for credit losses and costs such as occupancy, business development, training, recruiting, and annual discretionary bonus compensation.

Assets provided to the CODM are consistent with those reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash, cash equivalents, and financial instruments owned, reduced by current liabilities.

The following table shows income and losses incurred by region, as follows (in thousands):

The following table shows long-lived assets held by region, as follows (in thousands):

Long-lived assets included above consist of property and equipment, net, intangible assets, net, operating lease right-of-use assets, and goodwill.

Note 18. Acquisitions and Business Combinations

During the three and six months ended June 30, 2026, the Company completed the acquisitionsof tax firms in Ireland and New Zealand, a tax firm and a consulting firm in Nigeria, and a tax and law firm and an accounting firm in Uruguay. These acquisitions are not individually material to the Company's consolidated financial statements.

The Company applied the acquisition method of accounting in accordance with ASC 805 and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill or bargain purchase gain.

The purchase price allocation below is based upon provisional information and is subject to revision during the measurement period (up to one year from the acquisition date) as additional information concerning valuations is obtained. During the measurement period, as the Company obtains new information regarding facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise the provisional purchase price allocation.

The aggregate purchase price for these acquisitions was$12.2 million, made up of$5.2 million in cash paid at closing including the settlement of debt, $0.5 million for the settlement of pre-existing arrangements and $6.4 million indeferred consideration, which will be paid in cash within 4 months of closing. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition dates. The Company expects to finalize the valuations and complete the purchase price allocations as soon as practicable but no later than one year from the acquisition dates.

The following table presents the preliminary allocation of the aggregate purchase price of these acquisitions (in thousands):

As a result of these acquisitions, the Company recognized$2.2 million of goodwill,$3.5 million of customer relationships and a bargain purchase gain of$1.4 million. Goodwill represents the synergies and economies of scale expected from expanding into key developed and high-growth markets. Goodwill is not expected to be deductible for tax purposes. Customer relationships have an estimated useful life of 10 years. Pre-existing debt as part of the acquisitions was extinguished at closing and included within the preliminary allocation of the aggregate purchase price. As a result of comparing the purchase price to the fair value of the assets acquired and liabilities assumed, an initial $1.4 million bargain purchase gain from the Ireland firm and Nigeria consulting firm was recognized. The bargain purchase gains are primarily due to negotiating economic consideration in the form of post-combination compensation arrangements with substantive service conditions.

In connection with the acquisitions, the Company entered into several service-based payment arrangements, under which the selling shareholders are eligible to receive future payments. These arrangements include contingent annual cash payments equal to 100% of the annual net profit generated by the acquired entity for each of thefive consecutive twelve-month periods following the acquisition date, recognized in compensation expense in the relevant periods, the granting of 822,214 restricted Class A (see Note 12 "Restricted Class A Common Stock") and cash payments based on the net working capital of the acquired entities of $5.4 million, recognized as compensation expense over athree-year service period. Stock-based compensation expense to be recognized over afive-year service period is$24.0 million. Service-based payments of $6.9 million to be paid sixteen months after the close of the acquisitions will be recognized as compensation expense over the related period. Because these service-based payments requiring the selling shareholders' continued employment with the Company, the arrangements are accounted for as post-combination compensation expense rather than as part of the initial purchase consideration and included in cost of services in the consolidated statements of operations. In the consolidated balance sheet, cash payments are recognized in other liabilities and share-based payments are recognized in additional paid-in capital.

The results of operations of these acquisitions are included in the Company's unaudited condensed consolidated statements of operations from their respective dates of acquisition and were not material.

Pro forma results of operations for the acquisitions have not been presented because they are not material to the Company's unaudited condensed consolidated financial statements.

Note 19. Subsequent Events

Inorganic Growth

In July 2026, the Company announced it closed the acquisition of a tax firm in Switzerland and a business combination in Canada, expanding its presence across key markets as it continues to scale its global platform.

Due to the limited amount of time since the dates of the closed acquisition and business combination, the initial accounting is incomplete, and therefore the Company is unable to disclose the information required by ASC 805. The Company will include relevant disclosures as required in the third quarter of 2026.

In August 2026, the Company also announced it entered into definitive agreements for the acquisitions of a tax and legal firm in Mexico, a tax firm in the United Kingdom andsix consulting firms in the United States. The acquisitions are expected to close in the fourth quarter of 2026, subject to the satisfaction of certain closing conditions.

Distributions

After the reporting date of June 30, 2026, the Company effected distributions to its pre-IPO owners in an aggregate amount of $5.5 million, related to undistributed capital and allocated income declared payable prior to the Reorganization Transactions.