SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Karczewski Joseph

(Last)

(First)

(Middle)

C/O ANDERSEN GROUP INC.

333 BUSH STREET, SUITE 1700

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2025

3. Issuer Name and Ticker or Trading Symbol
Andersen Group Inc. [ ANDG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class X Aggregator Units⁽¹⁾	⁽²⁾	⁽²⁾	Class A Common Stock	1,150,000	⁽¹⁾	D
Class X Aggregator Units⁽¹⁾	⁽²⁾	⁽²⁾	Class A Common Stock	850,000	⁽¹⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Andersen Aggregator LLC ("Aggregator") dated as of December 16, 2025 (the "Aggregator LLCA"), as disclosed in the prospectus of Andersen Group Inc. (the "Issuer"), the Class X Aggregator Units held by the Reporting Person are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments and compliance with lock-up, vesting and transfer restrictions and the terms of the Aggregator LLCA. Upon an exchange of the Class X Aggregator Units, an equal number of shares of Class B common stock of the Issuer accompanying the Class X Aggregator Units and held by Andersen Aggregator LLC or its permitted transferee will be automatically cancelled for no additional consideration. Shares of Class B Common Stock do not represent economic interests in the Issuer.

2. The reported units shall be vested with respect to 50% of the shares as of December 16, 2025, and shall vest annually thereafter in equal installments over the following five years, subject to the Reporting Person's continuous service to the Issuer through each such vesting date.

3. Consists of 850,000 Class X Aggregator Units held by a trust controlled by the Reporting Person which are indirectly exchangeable for 850,000 shares of Class A common stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ William Deckelman as attorney-in-fact	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.