Equity-Based Compensation

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

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 March 31, 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. The fair value of the RSUs was 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 $16.00 per unit.

The following table summarizes the information about RSU activity of Andersen Group Inc. during the three months ended March 31, 2026:


						Number of Units
Outstanding as of December 31, 2025						5,419,378
Granted						—
Vested						—
Forfeited						(258,375)
Outstanding as of March 31, 2026						5,161,003

Total compensation expense for RSUs was approximately $3.6 million for the three months ended March 31, 2026, of which $2.8 million is included in cost of services and $0.8 million is included in sales, general and administrative expense in the consolidated statement of operations. The unamortized compensation cost related to RSUs of $78.4 million as of March 31, 2026 is expected to be recognized over a weighted-average period of approximately 5.7 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.

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 a five-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:


			Number of Units
Outstanding as of December 31, 2025			976,563
Granted			—
Exercised			—
Forfeited			—
Outstanding as of March 31, 2026			976,563

The fair value of the LTIP Units was 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 $16.00 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.

Total equity-based compensation expense for LTIP Units was approximately $0.9 million for the three months ended March 31, 2026, which is included in cost of services in the consolidated statement of operations. The unamortized compensation cost related to LTIP Units of $12.9 million as of March 31, 2026 is expected to be recognized over a weighted-average period of approximately 4.7 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:


						Number of Units
Outstanding as of December 31, 2025						44,745,250
Granted						—
Vested						(232,500)
Forfeited						(340,000)
Outstanding as of March 31, 2026						44,172,750

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 $41.1 million of compensation expense for Class X Aggregator Units for the three months ended March 31, 2026, of which $37.5 million was recognized in cost of services and $3.6 million 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 $662.2 million as of March 31, 2026 is expected to be recognized over a weighted-average period of approximately 4.5 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.

Equity-based Compensation Expense

The table below reflects the total equity-based compensation expense recognized in the consolidated statement of operations for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Cost of services	$	41,226	$	—
Sales, general and administrative	4,378		—
Total	$	45,604	$	—