Redeemable Noncontrolling Interest

9 Months Ended

Sep. 30, 2026

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 nine months ended September 30, 2026 are summarized as follows (in thousands):


	Amount
Balance as of January 1, 2026	$	106,354
Forfeiture of Class X Umbrella Units and corresponding cancellation of Class B common stock	(66)
Net income	15,903
Equity-based compensation	37,262
Distribution	(6,270)
Accretion to redemption value	651,114
Reclassification of redeemable noncontrolling interest from temporary equity into permanent equity	(804,297)
Balance as of September 30, 2026	$	—

Noncontrolling interest

As of September 30, 2026, Andersen Group Inc. owned approximately 16.5% of the equity interests in AT Umbrella LLC.

In August 2026, in connection with the Resale Offering, the Company issued 4,927,125 shares of Class A common stock upon the redemption of 4,927,125 Class X Umbrella Units (with the cancellation of the paired shares of Class B common stock by the Company). Concurrent with, but excluded from, the Resale Offering, the Company issued an additional 102,000 shares of Class A common stock upon the redemption of 102,000 Class X Umbrella Units (with the cancellation of the paired shares of Class B common stock by the Company).

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 nine months ended September 30, 2026, the Company paid distributions totaling $20.9 million and $62.5 million, respectively, to Aggregator in satisfaction of member tax liabilities.

AT Umbrella LLC Agreement

As of September 30, 2026, 18,642,410 Class X Umbrella Units were held by Andersen Group Inc. corresponding to 18,642,410 shares of Andersen Group Inc. Class A common stock issued and outstanding as of such date. The 94,346,043 Class X Umbrella Units outstanding as of September 30, 2026 correspond to 92,735,875 shares of Andersen Group Inc. Class B common stock issued and outstanding as of such date, which were 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.

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.