Stockholders’ Equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Stockholders’ Equity

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.

Amendment and Restatement of Certificate of Incorporation

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

Class A Common Stock

Shares of Class A common stock have both voting and economic rights. Holders of Class A common stock are entitled to one vote for each share of Class A common stock held. Shares of Class A common stock are entitled to dividends and pro rata distribution of remaining available assets upon liquidation. Shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. As of December 31, 2025, there were 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, to ten votes for each share held. Shares of Class B common stock do not have any right to receive dividends or distribution upon liquidation. As of 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 December 31, 2025, no preferred stock has been issued.

Distributions

During the year ended December 31, 2025, the Company declared distributions totaling $264.9 million to the pre-IPO owners, of which approximately $212.2 million was paid by the Company as of December 31, 2025. The AT Umbrella LLC Agreement requires distributions of cash to fund member income tax liabilities.

AT Umbrella LLC Agreement

As of December 31, 2025, 12,650,000 Class X Umbrella Units are held by the Andersen Group Inc. corresponding to 12,650,000 shares of Andersen Group Inc. Class A common stock. The remaining 98,190,000 Class X Umbrella Units outstanding as of December 31, 2025 correspond to 98,190,000 shares of Andersen Group Inc. Class B common stock, which are held by Aggregator. The remaining 976,563 shares of Class B common stock outstanding correspond with 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 Andersen Group Inc. Class B common stock), with Andersen Group Inc. having the option to settle the redemption in cash 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 12 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.