UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 2.02. | Results of Operations and Financial Condition. |
On March 17, 2026, Andersen Group Inc. (“Andersen”, “we” or the “Company”) issued a press release announcing financial results for the fourth-quarter and full-year ended December 31, 2025. A copy of the press release (including accompanying financial tables) (the “Press Release”) is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The Company will hold a conference call on March 17, 2026 at 5:00 PM Eastern to announce financial results for the fourth-quarter and full-year ended December 31, 2025.
| Item 7.01. | Regulation FD Disclosure |
On March 17, 2026, the Company posted to the investor relations page of its website an updated investor presentation that will be used at upcoming investor and analyst meetings (the “Presentation”). The Presentation includes certain financial results, operating data and other information. The Company routinely posts announcements, updates, events, investor information and presentations and recent news releases on its website at http://www.andersen.com. Information on the Company’s website is not incorporated by reference in this Current Report on Form 8-K and does not constitute a part of this Current Report on Form 8-K.
The information included herein, including Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued by the Company on March 17, 2026 Announcing Fourth-Quarter and Full-Year 2025 Financial Results and Initiates 2026 Guidance | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANDERSEN GROUP INC. | ||||||
| Date: March 17, 2026 | By: | /s/ Mark L. Vorsatz | ||||
| Name: | Mark L. Vorsatz | |||||
| Title: | Chief Executive Officer | |||||
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Exhibit 99.1
Andersen Reports Record Fourth-Quarter and Full-Year 2025 Financial Results and Initiates 2026 Guidance
San Francisco, Mar. 17, 2026 — Andersen Group Inc. (NYSE: ANDG) today released financial results for the fourth quarter and full year ended December 31, 2025.
Andersen delivered strong top-line growth in 2025, with full-year revenue of $838.7 million, up 14.6% from $731.6 million in 2024. Fourth-quarter revenue of $170.3 million grew 19.6% year-over-year, compared with $142.4 million in the prior year period. Revenue growth was broad-based across all service lines, driven by customer additions, higher volume, and service line expansion. No large one-time items contributed to 2025 revenue. Total inorganic revenue for full-year 2025 amounted to approximately $1.0 million. Expenses related to the initial public offering, including equity restructuring costs and certain components of equity-based compensation led to a (net loss) for full-year 2025 of ($130.2) compared with net income of $134.8 million in 2024. Adjusted net income for the full-year 2025 was $217.0 million as compared with $136.4 million in 2024.
| • | Record Fourth Quarter: Andersen delivered a robust fourth quarter, driven by strong demand across core services, with consistent growth in the Tax practice and accelerating momentum in Consulting and Global Mobility. |
| • | Fourth-Quarter 2025 Revenue: $170.3 million, up 19.6% compared with $142.4 million in fourth-quarter 2024. |
| • | Full-Year 2025 Revenue: $838.7 million, up 14.6% compared with $731.6 million in prior year. |
| • | 2026 Guidance: Revenue expected to be approximately $955 million to $970 million, a growth rate of approximately 14% to 15%, including inorganic revenue of approximately $33 million; Adjusted EBITDA projected at $213 million to $220 million with margins of approximately 22% to 23%. |
| • | Strategic Investment Focus: 2026 will reflect continued investment in talent, technology, automation, AI, and integration of firms to be acquired during the year, resulting in an anticipated net loss and negative EPS for the full year. |
| • | Long-Term Growth: Positioned for sustained revenue growth and expanding margins, supported by a large addressable market, strong competitive positioning, scalable operating model, and selective inorganic expansion. |
| • | Commitment to Shareholder Value: Maintaining flexibility to deploy capital strategically to strengthen and expand the multi-dimensional platform, and enhance long-term shareholder value. |
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Mark L. Vorsatz, Global Chairman and CEO of Andersen, said:
“Our fourth quarter capped a record year for the firm, and underscores the strength of our global, multi-dimensional platform and the continued demand for high-value advisory services. We are entering 2026 with strong momentum, and a clear focus on disciplined growth – investing in the expansion of our platform, integrating high-quality firms across key markets, and deploying technology, automation and AI to enhance efficiency and scale our services. These investments position us to further strengthen our market leadership while driving sustained revenue growth and increased profitability over time.”
Initial Public Offering
On December 18, 2025, we completed our initial public offering (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. We received net proceeds of $188.2 million, net of underwriting discounts and commissions of $14.2 million, but before deducting offering costs of $9.9 million.
Key Financial and Operational Metrics
We monitor the following key financial and business metrics to evaluate our business, measure our performance and make strategic decisions:
| Year Ended December 31, | ||||||||||||
| 2025 (Unaudited) |
2024 | 2023 | ||||||||||
| Revenue: |
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| Revenue (in thousands) |
$ | 838,692 | $ | 731,593 | $ | 639,111 | ||||||
| Clients: |
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| Client groups |
12,350 | 11,700 | 10,700 | |||||||||
| Client engagements |
22,450 | 20,300 | 17,900 | |||||||||
| Client groups with minimum annual revenue over $250,000 |
687 | 629 | 524 | |||||||||
| Percentage of revenue from top 10 client groups |
5.5 | % | 5.0 | % | 5.3 | % | ||||||
| People Metrics: |
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| Employees |
2,296 | 2,187 | 2,082 | |||||||||
| Attrition rate |
14.2 | % | 14.1 | % | 11.0 | % | ||||||
Revenue Components
We generate our revenue from providing tax and financial advisory services to our clients. During 2025, 2024, and 2023, the substantial majority of our revenue was generated on a time and materials basis and, to a lesser extent, on a fixed fee basis and contingent fee basis. In the future, our revenue and profitability could vary materially depending on changes in the nature of services provided, as well as the stage of performance at which the right to receive fees is finally determined. We provide services in four primary areas:
| • | Private Client Services. We provide comprehensive tax and financial services for individuals and families, addressing complex client matters such as multigenerational wealth, charitable giving and trust and estate planning. |
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| • | Business Tax Services. We offer a broad range of scalable, integrated tax-related consulting and compliance services for businesses, helping organizations with managing their tax planning, compliance and reporting needs. |
| • | Alternative Investment Funds. We deliver comprehensive tax and financial-related services for alternative investment funds, including family offices, funds of funds, hedge funds, private equity funds, venture capital funds and real estate investment trusts. |
| • | Valuation Services. We provide clients with independent valuation expertise that helps clients navigate tax laws and regulations and comply with regulatory requirements. |
During 2025, our revenue increased by 14.6% to $838.7 million from $731.6 million during 2024. During 2024, our revenue increased by 14.5% to $731.6 million from $639.1 million during 2023. Revenue consists of professional services revenue and reimbursable expenses, which primarily include travel and out-of- pocket costs that are billable to clients.
Revenue by Service Line
The following table shows the revenue contribution of our services lines:
| Year Ended December 31, | ||||||||||||
| 2025 (Unaudited) |
2024 | 2023 | ||||||||||
| Private Client Services |
51.5 | % | 49.8 | % | 50.2 | % | ||||||
| Business Tax Services |
34.8 | 35.7 | 35.4 | |||||||||
| Alternative Investment Funds |
8.7 | 9.5 | 9.3 | |||||||||
| Valuation Services |
5.0 | 5.0 | 5.1 | |||||||||
Revenue by Geographic Region
Since our founding, we have expanded our geographic reach across the United States, serving clients from 26 offices as of December 31, 2025. While our offices are primarily situated in major metropolitan areas, our expansive presence across the United States allows us to adapt to regional market fluctuations and capitalize on localized opportunities. Geographic revenue contribution is derived from the assigned office of each employee working on an engagement. This regional allocation typically aligns with the region in which the client is located, but in some cases, the client may be in a region different from the location of the office or employees.
Revenue by U.S. region was:
| Year Ended December 31, | ||||||||||||
| 2025 (Unaudited) |
2024 | 2023 | ||||||||||
| East |
38.9 | % | 37.2 | % | 36.9 | % | ||||||
| Central |
19 | 18.5 | 18 | |||||||||
| West |
42.1 | 44.3 | 45.1 | |||||||||
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Clients
During the year ended December 31, 2025, we performed services for over 12,350 client groups across the United States, representing an increase of approximately 5.6% from over 11,700 client groups during 2024. Client groups will often comprise multiple client engagements with different entities or individuals, such as multiple subsidiaries of an entity, multiple principals within a single private equity fund or multiple individuals or trusts within a single wealthy family. Across our client groups, we had over 22,450 client engagements in 2025, representing an increase of 10.6% from the over 20,300 client engagements we served in 2024.
During the year ended December 31, 2025, we had 687 client groups that generated over $250,000 in revenue, as compared to 629 such client groups in 2024. We attribute this growth to strong performance in service delivery, cross-selling services, leveraging our relationships with Andersen Global firms, and client satisfaction initiatives.
Our revenue is also dispersed across a broad range of client groups with no single client group accounting for more than 1% of revenue in 2025 and 2024. Our top 10 client groups accounted for approximately 5% of revenue in each of 2025 and 2024.
People Metrics
Compensation represents the largest portion of our operating expenses. As a result, we monitor our total number of employees, growth in employees and attrition rates:
| Total Employees | Growth Rate | Attrition Rate | ||||||||||
| Year Ended December 31, 2025 (Unaudited) |
2,296 | 5.0 | % | 14.2 | % | |||||||
| Year Ended December 31, 2024 |
2,187 | 5.0 | 14.1 | |||||||||
| Year Ended December 31, 2023 |
2,082 | 20.2 | 11.0 | |||||||||
Our workforce, which excludes temporary staff, consists of predominantly client serving professionals, and grew to 2,296 total employees as of December 31, 2025, compared to 2,187 as of December 31, 2024. Attrition, excluding involuntary terminations, was 14.2% in 2025, a slight decrease from our 5-year average of approximately 15%.
As of December 31, 2025, our workforce had a balanced distribution of tenure, reflecting a blend of experienced professionals and newer talent. Our 2,296 total employees included 319 Managing Directors as of December 31, 2025.
Non-GAAP Financial Measures
The following table summarizes the Non-GAAP Financial Measures (along with the most directly comparable GAAP measures) for the periods indicated:
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| Year Ended December 31, | ||||||||||||
| 2025 (Unaudited) | 2024 | 2023 | ||||||||||
| ($ in thousands) | ||||||||||||
| Net (Loss) Income |
$ | (130,169 | ) | $ | 134,801 | $ | 118,683 | |||||
| Adjusted Net Income (unaudited)(1) |
217,000 | 136,382 | 118,683 | |||||||||
| EBITDA (unaudited)(1) |
(120,897 | ) | 141,061 | 126,109 | ||||||||
| Adjusted EBITDA (unaudited) (1) |
226,332 | 142,654 | 126,109 | |||||||||
| Revenue |
838,692 | 731,593 | 639,111 | |||||||||
| Net (Loss) Income Margin (unaudited) |
(15.5 | ) % | 18.4 | % | 18.6 | % | ||||||
| Adjusted Net Income Margin (unaudited) (1) |
25.9 | % | 18.6 | % | 18.6 | % | ||||||
| Adjusted EBITDA Margin (unaudited)(1) |
27.0 | % | 19.5 | % | 19.7 | % | ||||||
| (1) | These are non-GAAP financial measures. See below for a reconciliation to the most directly comparable GAAP financial measure. |
Adjusted Net Income and Adjusted Net Income Margin
We define Adjusted Net Income as net income plus expenses related to transaction activities, including non-recurring equity restructuring costs and non-cash equity-based compensation expense associated with equity interests that were issued in anticipation of, and in connection with, the IPO. We define Adjusted Net Income Margin as Adjusted Net Income divided by revenue. We believe Adjusted Net Income and Adjusted Net Income Margin enhance an investor’s understanding of our financial and operating performance because they exclude transaction-related costs allowing for greater transparency into what measures we use in operating our business and measuring our performance. In addition, these measures enable comparison of financial trends and results between periods. The following table reflects the reconciliation of net (loss)/income to Adjusted Net Income and Adjusted Net Income Margin for each of the periods indicated:
| Year Ended December 31, | ||||||||||||
| 2025 (Unaudited) | 2024 | 2023 | ||||||||||
| ($ in thousands) | ||||||||||||
| Net (Loss) Income |
$ | (130,169 | ) | $ | 134,801 | $ | 118,683 | |||||
| Transaction costs(1) |
7,378 | 1,593 | — | |||||||||
| Equity-based compensation expense associated with pre-IPO profits interest unit grants(2) |
136,460 | — | — | |||||||||
| Equity-based compensation expense associated with vesting of Class X Aggregator Units(3) |
10,228 | — | — | |||||||||
| Equity restructuring costs(4) |
193,163 | — | — | |||||||||
| Income tax effect of adjustments |
(60 | ) | (12 | ) | — | |||||||
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| Adjusted Net Income |
$ | 217,000 | $ | 136,382 | $ | 118,683 | ||||||
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| Revenue |
838,692 | 731,593 | 639,111 | |||||||||
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| Net (Loss) Income Margin |
(15.5 | %) | 18.4 | % | 18.6 | % | ||||||
| Adjusted Net Income Margin |
25.9 | % | 18.6 | % | 18.6 | % | ||||||
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| Three Months Ended December 31, | ||||||||||||
| 2025 (Unaudited) | 2024 | Change | ||||||||||
| ($ in thousands) | ||||||||||||
| Net Loss |
$ | (195,873 | ) | $ | (9,705 | ) | $ | (186,168 | ) | |||
| Transaction costs(1) |
1,605 | 1,377 | 228 | |||||||||
| Equity-based compensation expense associated with pre-IPO profits interest unit grants(2) |
— | — | — | |||||||||
| Equity-based compensation expense associated with vesting of Class X Aggregator Units(3) |
10,228 | — | 10,228 | |||||||||
| Equity restructuring costs(4) |
193,163 | — | 193,163 | |||||||||
| Income tax effect of adjustments |
(1,643 | ) | (25 | ) | (1,618 | ) | ||||||
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| Adjusted Net Income (Loss) |
$ | 7,480 | $ | (8,353 | ) | $ | 15,833 | |||||
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| Revenue |
$ | 170,346 | $ | 142,410 | $ | 27,936 | ||||||
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| Net Loss Margin |
(115.0 | %) | (6.8 | )% | ||||||||
| Adjusted Net Income (Loss) Margin |
4.4 | % | (5.9 | )% | ||||||||
| (1) | Transaction costs include certain legal, accounting and consulting costs incurred for public company readiness not eligible for capitalization and related to the restructuring and amounts incurred in advance of planned mergers and acquisitions. |
| (2) | Equity-based compensation expense associated with pre-IPO profits interest unit grants consists of non-cash compensation costs associated with the grants of profits interest units. These units were fully vested upon issuance and therefore a one-time expense was recognized in 2025. We recognized $104.5 million of non-cash equity-based compensation expense associated with pre-IPO profits interest units in cost of services and $32.0 million in sales, general and administrative expense during the year ended December 31, 2025. |
| (3) | Equity-based compensation expense associated with the vesting of Class X Aggregator Units consists of non-cash expenses associated with the vesting of Class X Aggregator Units, which were part of the Reorganization Transactions. We recognized $9.7 million of non-cash equity-based compensation expense associated with Class X Aggregator Units in cost of services and $0.5 million in sales, general and administrative expense during the year ended December 31, 2025. |
| (4) | In connection with the Reorganization Transactions, we incurred certain equity restructuring expenses as a result of the exchange of historical equity interests of the Management Holdcos for new Class H Aggregator Units and/or the combination of Class X Aggregator Units and Member Notes. |
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
We define EBITDA as net income plus income tax expense, interest expense, and depreciation and amortization less interest income. We define Adjusted EBITDA as EBITDA with adjustments to exclude results from expenses related to transaction activities, including non-recurring equity restructuring costs and non-cash equity-based compensation expense associated with equity interests that were issued in anticipation of, and in connection with, the IPO. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. The following table is a reconciliation of net (loss) / income to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for each of the periods indicated:
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| Year Ended December 31, | ||||||||||||
| 2025 (Unaudited) | 2024 | 2023 | ||||||||||
| ($ in thousands) | ||||||||||||
| Net (Loss) Income |
$ | (130,169 | ) | $ | 134,801 | $ | 118,683 | |||||
| Interest income |
(4,166 | ) | (4,524 | ) | (2,660 | ) | ||||||
| Interest expense |
1,436 | 64 | 138 | |||||||||
| Depreciation and amortization |
9,005 | 8,325 | 7,691 | |||||||||
| Income tax expense |
2,997 | 2,395 | 2,257 | |||||||||
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| EBITDA |
(120,897 | ) | 141,061 | 126,109 | ||||||||
| Transaction costs(1) |
7,378 | 1,593 | — | |||||||||
| Equity-based compensation expense associated with pre-IPO profits interest unit grants(2) |
136,460 | — | — | |||||||||
| Equity-based compensation expense associated with vesting of Class X Aggregator Units(3) |
10,228 | — | — | |||||||||
| Equity restructuring costs(4) |
193,163 | — | — | |||||||||
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| Adjusted EBITDA |
226,332 | 142,654 | 126,109 | |||||||||
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| Revenue |
838,692 | 731,593 | 639,111 | |||||||||
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| Net (Loss) Income Margin |
(15.5 | ) % | 18.4 | % | 18.6 | % | ||||||
| Adjusted EBITDA Margin |
27.0 | % | 19.5 | % | 19.7 | % | ||||||
| Three Months Ended December 31, | ||||||||||||
| 2025 (Unaudited) | 2024 (Unaudited) | Change | ||||||||||
| ($ in thousands) | ||||||||||||
| Net Loss |
$ | (195,873 | ) | $ | (9,705 | ) | $ | (186,168 | ) | |||
| Interest income |
(1,055 | ) | (1,568 | ) | 513 | |||||||
| Interest expense |
1,169 | 16 | 1,153 | |||||||||
| Depreciation and amortization |
2,237 | 2,170 | 67 | |||||||||
| Income tax benefit |
(2,036 | ) | (172 | ) | (1,864 | ) | ||||||
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| EBITDA |
(195,558 | ) | (9,259 | ) | (186,299 | ) | ||||||
| Transaction costs(1) |
1,605 | 1,377 | 228 | |||||||||
| Equity-based compensation expense associated with pre-IPO profits interest unit grants |
— | — | — | |||||||||
| Equity-based compensation expense associated with vesting of Class X Aggregator Units(3) |
10,228 | — | 10,228 | |||||||||
| Equity restructuring costs(4) |
193,163 | — | 193,163 | |||||||||
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| Adjusted EBITDA |
$ | 9,438 | $ | (7,882 | ) | $ | 17,320 | |||||
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| Revenue |
$ | 170,346 | $ | 142,410 | $ | 27,936 | ||||||
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| Net Loss Margin |
(115.0 | ) % | (6.8 | ) % | ||||||||
| Adjusted EBITDA Margin |
5.5 | % | (5.5 | ) % | ||||||||
| (1) | Transaction costs include certain legal, accounting and consulting costs incurred for public company readiness not eligible for capitalization and related to the restructuring and amounts incurred in advance of planned mergers and acquisitions. |
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| (2) | Equity-based compensation expense associated with pre-IPO profits interest unit grants consists of non-cash compensation costs associated with the grants of profits interest units. These units were fully vested upon issuance and therefore a one-time expense was recognized in 2025. We recognized $104.5 million of non-cash equity-based compensation expense associated with pre-IPO profits interest units in cost of services and $32.0 million in sales, general and administrative expense during the year ended December 31, 2025. |
| (3) | Equity-based compensation expense associated with the vesting of Class X Aggregator Units consists of non-cash expenses associated with the vesting of Class X Aggregator Units. We recognized $9.7 million of non-cash equity-based compensation expense associated with Class X Aggregator Units in cost of services and $0.5 million in sales, general and administrative expense during the year ended December 31, 2025. |
| (4) | In connection with the Reorganization Transactions, we incurred certain equity restructuring expenses as a result of the exchange of historical equity interests of the Management Holdcos for new Class H Aggregator Units and/or the combination of Class X Aggregator Units and Member Notes. |
Non-GAAP Financial Measures
We use certain non-GAAP financial measures to supplement our financial measures prepared in accordance with accounting principles generally accepted in the United States (GAAP), which include EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin (collectively, “Non-GAAP Financial Measures”). We believe that the Non-GAAP Financial Measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance. We also believe that the Non-GAAP Financial Measures can enhance an investor’s understanding of our financial and operating performance from period to period, because they exclude certain items relating to income tax expense, interest, depreciation and amortization, equity-based compensation, restructuring costs and transaction costs which are not necessarily reflective of our ongoing operations and performance. However, the Non-GAAP Financial Measures are presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin include that they exclude certain tax payments that may reduce cash available to us, do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future, and do not reflect changes in, or cash requirements for, our working capital needs. Some of the limitations of Adjusted Net Income and Adjusted Net Income Margin include that they exclude the impact of expenses related to transaction activities, certain equity restructuring expenses and certain components of equity-based compensation.
Other companies, including companies in the professional services industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, any of which could reduce the usefulness of our Non-GAAP Financial Measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these Non-GAAP Financial Measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
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Additionally, we have relied upon the exception in Item 10(e)(1)(i)(B) of Regulation S-K and have not reconciled forward-looking Adjusted EBITDA to its most directly comparable U.S. GAAP measure, net income or loss, because we cannot predict with reasonable certainty the ultimate outcome of certain components of such reconciliations, including market-related assumptions and interest rate changes that are not within our control, or others that may arise, without unreasonable effort. For these reasons, we are unable to assess the probable significance of the unavailable information, which could materially impact the amount of future net income or loss.
Liquidity and Capital Resources
As of December 31, 2025, cash and cash equivalents and investments in treasury securities were $258.5 million.
Distributions
During the year ended December 31, 2025 and prior to the IPO, Andersen Tax Holdings LLC declared and/or paid distributions to the Management Holdcos in an aggregate total of $264.9 million related to members’ tax obligations, members’ undistributed capital and allocated income. As of December 31, 2025, $52.7 million of these distributions remain payable relating to pre-IPO activity. As of the date of this press release, we have paid $18.1 million of these pre-IPO distributions in 2026.
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Full Year and Fourth Quarter 2025 Conference Call
Andersen Group Inc. will host a conference call for analysts and investors to review financial results for the full year and fourth quarter 2025 on Tuesday,
March 17, 2026 at 5:00 PM Eastern. The call can be accessed live at:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=J3Hvslre and will be available for replay over the internet for six months by logging onto the
Company’s investor relations website at https://investor.andersen.com.
About Andersen
Andersen is a leading provider of independent tax, valuation and financial advisory services to individuals, family offices, businesses and alternative investment funds in the United States. Andersen’s differentiated approach to client service is rooted in core values that emphasize stewardship, transparency and the seamless delivery of independent, high-quality service. Worldwide, Andersen’s presence spans more than 180 countries through its global platform of member and collaborating firms delivering tax, legal, valuation and consulting services across more than 1,000 locations with over 3,000 partners and 50,000 professionals. More information can be found at www.andersen.com.
Special Note Regarding Forward-Looking Statements
This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Press Release, including statements regarding our future operating results and financial position; the nature and timing of future acquisitions and related integration plans; our planned investments in talent, technology, automation, and AI; our business strategy and plans; 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. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Press Release. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including the risk that: our future results, and the business activities of our clients, may be adversely affected by volatile, negative or uncertain economic and geopolitical conditions; an inability to respond to the evolving technological environment could materially affect our results of operations; the development and use of AI could harm our business, damage our reputation or give rise to legal or regulatory action; we may be not able to maintain or increase our historical growth, or effectively manage future growth; we may not be able to generate or maintain client demand for our services; we may be unable to expand our service offerings; our success depends substantially on the continued services of our CEO, executive team, Managing Directors and other key personnel; we may be unable to maintain our reputation, brand and firm culture; we may be unable to recruit, train and retain qualified professionals, and to staff client engagements; we may be subject to cybersecurity incidents or attacks; we may be held liable for alleged errors in providing our services; we may be unable to identify potential acquisitions or successfully integrate or manage completed acquisitions, and those risks, uncertainties, and assumptions described in the section titled “Risk Factors” in our prospectus filed with the SEC on December 17, 2025, in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended
10
December 31, 2025, which will be filed with the SEC on or before March 31, 2026, and in other filings we make with the SEC from time to time. 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 Press Release 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. You should read this Press Release with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect. The forward-looking statements made in this Press Release 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 Press Release 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 Press Release, 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.
11
Andersen Group Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenue |
$ | 838,692 | $ | 731,593 | $ | 639,111 | ||||||
| Operating expenses: |
||||||||||||
| Cost of services (excluding depreciation and amortization) |
595,085 | 461,777 | 399,900 | |||||||||
| Sales, general and administrative |
176,732 | 131,947 | 114,661 | |||||||||
| Equity restructuring costs |
193,163 | — | — | |||||||||
| Depreciation and amortization |
9,005 | 8,325 | 7,691 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
973,985 | 602,049 | 522,252 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating (loss) income |
(135,293 | ) | 129,544 | 116,859 | ||||||||
| Interest income |
4,166 | 4,524 | 2,660 | |||||||||
| Interest expense |
(1,436 | ) | (64 | ) | (138 | ) | ||||||
| Other income, net |
5,391 | 3,192 | 1,559 | |||||||||
|
|
|
|
|
|
|
|||||||
| (Loss) income before income tax expense |
(127,172 | ) | 137,196 | 120,940 | ||||||||
|
|
|
|
|
|
|
|||||||
| Income tax expense |
2,997 | 2,395 | 2,257 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net (loss) income |
$ | (130,169) | $ | 134,801 | $ | 118,683 | ||||||
|
|
|
|
|
|
|
|||||||
| Less: net loss attributable to redeemable noncontrolling interest |
$ | (127,845) | ||||||||||
|
|
|
|||||||||||
| Net loss attributable to Andersen Group Inc.(1) |
$ | (2,324) | ||||||||||
|
|
|
|||||||||||
| Net loss per share of Class A common stock, basic(2) |
$ | (0.18) | ||||||||||
|
|
|
|||||||||||
| Weighted-average shares of Class A common stock outstanding, basic(2) |
12,650,000 | |||||||||||
|
|
|
|||||||||||
| Net loss per share of Class A common stock, diluted(2) |
$ | (0.22) | ||||||||||
|
|
|
|||||||||||
| Weighted-average shares of Class A common stock outstanding, diluted(2) |
110,944,464 | |||||||||||
|
|
|
|||||||||||
| (1) | Represents net loss attributable to Andersen Group Inc. for the period following the IPO and Reorganization Transactions. |
| (2) | Represents net loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period following the IPO and Reorganization Transactions. |
12
Andersen Group Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended December 31, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Revenue |
$ | 170,346 | $ | 142,410 | $ | 27,936 | ||||||
| Operating expenses: |
||||||||||||
| Cost of services (excluding depreciation and amortization) |
128,047 | 118,092 | 9,955 | |||||||||
| Sales, general and administrative |
47,006 | 35,014 | 11,992 | |||||||||
| Equity restructuring costs |
193,163 | — | 193,163 | |||||||||
| Depreciation and amortization |
2,237 | 2,170 | 67 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
370,453 | 155,276 | 215,177 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating loss |
(200,107 | ) | (12,866 | ) | (187,241 | ) | ||||||
| Interest income |
1,055 | 1,568 | (513 | ) | ||||||||
| Interest expense |
(1,169 | ) | (16 | ) | (1,153 | ) | ||||||
| Other income, net |
2,312 | 1,437 | 875 | |||||||||
|
|
|
|
|
|
|
|||||||
| Loss before income tax benefit |
(197,909 | ) | (9,877 | ) | (188,032 | ) | ||||||
| Income tax benefit |
(2,036 | ) | (172 | ) | (1,864 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net loss |
$ | (195,873) | $ | (9,705) | $ | (186,168 | ) | |||||
|
|
|
|
|
|
|
|||||||
| Less: net loss attributable to redeemable noncontrolling interest |
$ | (193,549) | ||||||||||
|
|
|
|||||||||||
| Net loss attributable to Andersen Group Inc.(1) |
$ | (2,324) | ||||||||||
|
|
|
|||||||||||
| Net loss per share of Class A common stock, basic(2) |
$ | (0.18) | ||||||||||
|
|
|
|||||||||||
| Weighted-average shares of Class A common stock outstanding, basic(2) |
12,650,000 | |||||||||||
|
|
|
|||||||||||
| Net loss per share of Class A common stock, diluted(2) |
$ | (0.22) | ||||||||||
|
|
|
|||||||||||
| Weighted-average shares of Class A common stock outstanding, diluted(2) |
110,944,464 | |||||||||||
|
|
|
|||||||||||
| (1) | Represents net loss attributable to Andersen Group Inc. for the period following the IPO and Reorganization Transactions. |
| (2) | Represents net loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period following the IPO and Reorganization Transactions. |
13
ANDERSEN GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
(Unaudited)
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 250,280 | $ | 87,993 | ||||
| Accounts receivable, net of allowance for credit losses of $1,676 and $3,071, respectively |
123,418 | 117,848 | ||||||
| Loans and notes receivable from related parties, net of allowance for credit losses of $2,513 and $1,480, respectively |
473 | 436 | ||||||
| Investments in held-to-maturity debt securities, current |
8,179 | 22,485 | ||||||
| Prepaid expenses and other current assets |
29,688 | 17,615 | ||||||
|
|
|
|
|
|||||
| Total current assets |
412,038 | 246,377 | ||||||
|
|
|
|
|
|||||
| Loans and notes receivable from related parties, net of allowance for credit losses of $8,222 and $7,131, respectively |
440 | 2,184 | ||||||
| Property and equipment, net |
35,695 | 32,743 | ||||||
| Operating lease right-of-use assets |
82,104 | 76,908 | ||||||
| Intangible assets, net |
2,543 | 2,331 | ||||||
| Investments in held-to-maturity debt securities |
— | 8,066 | ||||||
| Goodwill |
30,078 | 30,078 | ||||||
| Other assets |
2,242 | — | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 565,140 | $ | 398,687 | ||||
|
|
|
|
|
|||||
| Liabilities, redeemable noncontrolling interest and stockholders’ deficit/members’ equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable and other accrued expenses |
$ | 11,998 | $ | 16,869 | ||||
| Accrued payroll and benefits |
46,332 | 37,690 | ||||||
| Deferred revenue |
12,522 | 15,581 | ||||||
| Distributions payable to related parties |
52,745 | — | ||||||
| Operating lease liabilities, current |
3,958 | 17,074 | ||||||
| Notes payable to related parties, current portion |
62,340 | — | ||||||
| Other current liabilities |
5,912 | 7,227 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
195,807 | 94,441 | ||||||
|
|
|
|
|
|||||
| Operating lease liabilities, noncurrent |
106,448 | 90,881 | ||||||
14
| Notes payable to related parties, less current portion |
287,745 | — | ||||||
| Other liabilities |
3,517 | 17,116 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
593,517 | 202,438 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Redeemable noncontrolling interest |
106,354 | — | ||||||
| Stockholders’ deficit/ members’ equity: |
||||||||
| Members’ equity |
— | 196,249 | ||||||
| Preferred stock, par value $0.0001 per share: 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 |
— | — | ||||||
| Class A common stock, par value $0.0001 per share: 1,000,000,000 shares authorized, 12,650,000 shares issued and outstanding as of December 31, 2025 |
1 | — | ||||||
| Class B common stock, par value $0.0001 per share: 300,000,000 shares authorized, 99,166,563 shares issued and outstanding as of December 31, 2025 |
10 | — | ||||||
| Additional paid-in-capital |
— | — | ||||||
| Accumulated deficit |
(134,742 | ) | — | |||||
|
|
|
|
|
|||||
| Total stockholders’ deficit/ members’ equity |
(134,731 | ) | 196,249 | |||||
|
|
|
|
|
|||||
| Total liabilities, redeemable noncontrolling interest and stockholders’ deficit/members’ equity |
$ | 565,140 | $ | 398,687 | ||||
|
|
|
|
|
15
ANDERSEN GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cash flows from operating activities: |
||||||||||||
| Net (loss) income |
$ | (130,169 | ) | $ | 134,801 | $ | 118,683 | |||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
||||||||||||
| Gain on reversal of legal accrual |
(9,455 | ) | — | — | ||||||||
| Equity-based compensation |
147,372 | — | — | |||||||||
| Depreciation and amortization |
9,005 | 8,325 | 7,691 | |||||||||
| Non-cash lease expense |
12,613 | 12,914 | 11,405 | |||||||||
| Provision for credit losses on accounts receivable |
(1,198 | ) | (870 | ) | (328 | ) | ||||||
| Amortization of discount on held-to-maturity debt securities |
(412 | ) | (1,064 | ) | (696 | ) | ||||||
| Deferred income tax |
(511 | ) | (102 | ) | 171 | |||||||
| Reserves on loans and notes receivable from related parties |
2,664 | 3,671 | 500 | |||||||||
| Equity restructuring costs |
193,163 | — | — | |||||||||
| Other, net |
145 | (30 | ) | 651 | ||||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Accounts receivable |
(4,372 | ) | (7,876 | ) | (14,519 | ) | ||||||
| Prepaid expenses and other current assets |
(12,688 | ) | 348 | (2,348 | ) | |||||||
| Other assets |
(1,598 | ) | — | — | ||||||||
| Accounts payable and other accrued expenses |
2,189 | 6,376 | 4,400 | |||||||||
| Accrued payroll and benefits |
12,036 | 9,797 | (1,863 | ) | ||||||||
| Deferred revenue |
(3,059 | ) | 1,281 | (1,083 | ) | |||||||
| Other current liabilities |
(16,921 | ) | 173 | 2,521 | ||||||||
| Operating lease liabilities |
(15,358 | ) | (12,297 | ) | (13,491 | ) | ||||||
| Other liabilities |
1,173 | (3,136 | ) | 6,372 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by operating activities |
184,619 | 152,311 | 118,066 | |||||||||
| Cash flows from investing activities: |
||||||||||||
| Purchases of held-to-maturity debt securities |
— | (28,198 | ) | (36,964 | ) | |||||||
| Proceeds from maturity of held-to-maturity debt securities |
22,783 | 23,132 | 30,288 | |||||||||
| Issuance of loans and notes receivable from related parties |
(2,873 | ) | (6,286 | ) | (4,133 | ) | ||||||
| Proceeds from loans and notes receivable from related parties |
1,762 | 2,114 | 3,690 | |||||||||
| Payments for purchases of property and equipment |
(10,345 | ) | (8,596 | ) | (4,899 | ) | ||||||
16
| Payments for capitalized internal-use software costs |
(717 | ) | (622 | ) | (606 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by (used in) investing activities |
10,610 | (18,456 | ) | (12,624 | ) | |||||||
| Cash flows from financing activities: |
||||||||||||
| Proceeds from IPO, net of underwriting discounts and commissions |
188,232 | — | — | |||||||||
| Payments of deferred offering costs |
(8,114 | ) | (615 | ) | — | |||||||
| Proceeds from issuance of Class B common stock |
10 | — | — | |||||||||
| Deferred consideration payments for business combination |
(800 | ) | (800 | ) | (800 | ) | ||||||
| Principal payments under finance lease obligations |
(117 | ) | (105 | ) | (139 | ) | ||||||
| Distributions |
(212,153 | ) | (116,050 | ) | (90,300 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in financing activities |
(32,942 | ) | (117,570 | ) | (91,239 | ) | ||||||
| Net change in cash and cash equivalents |
162,287 | 16,285 | 14,203 | |||||||||
| Cash and cash equivalents at beginning of period |
87,993 | 71,708 | 57,505 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents at end of period |
$ | 250,280 | $ | 87,993 | $ | 71,708 | ||||||
|
|
|
|
|
|
|
|||||||
| Supplemental disclosures |
||||||||||||
| Interest paid |
$ | 217 | $ | 12 | $ | 18 | ||||||
| Income taxes paid |
3,222 | 2,380 | 1,557 | |||||||||
| Non-cash investing and financing transactions |
||||||||||||
| Property and equipment acquired through finance leases |
32 | — | 331 | |||||||||
| Right-of-use assets obtained in exchange for lease liabilities |
19,560 | 9,429 | 8,061 | |||||||||
| Right-of-use asset and lease liability adjustments due to remeasurement |
(1,751 | ) | — | — | ||||||||
| Purchases of property and equipment included in accounts payable and other accrued expenses |
1,185 | — | — | |||||||||
| Unpaid deferred offering costs included in accounts payable and other accrued expenses |
1,209 | — | — | |||||||||
| Reclassification of deferred offering costs paid in prior year to additional paid-in-capital upon IPO |
615 | — | — | |||||||||
| Distributions payable |
52,745 | — | — | |||||||||
| Issuance of notes payable to related parties |
156,922 | — | — | |||||||||
| Settlement of deferred compensation liability with LTIP Unit issuance |
1,477 | — | — |
Investor Relations Contact:
Greg Vistica, Managing Director
+1.415.764.2700
greg.vistica@andersen.com
17
Document and Entity Information |
Mar. 17, 2026 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0002065708 |
| Document Type | 8-K |
| Document Period End Date | Mar. 17, 2026 |
| Entity Registrant Name | Andersen Group Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-43014 |
| Entity Tax Identification Number | 33-4630773 |
| Entity Address, Address Line One | 333 Bush Street |
| Entity Address, Address Line Two | Suite 1700 |
| Entity Address, City or Town | San Francisco |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94104 |
| City Area Code | (415) |
| Local Phone Number | 764-2700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, $0.0001 par value |
| Trading Symbol | ANDG |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
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