Andersen Group Inc.

Filing Date

Apr 28, 2026

Transaction Date

Apr 27, 2026

Accession Number

0001193125-26-187107

Form Type

3

Footnotes

1. (F1)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. (F2)The reported units are fully vested.
3. (F3)Consists of 200,000 Class X Aggregator Units held by a trust controlled by the Reporting Person which are indirectly exchangeable for 200,000 shares of Class A common stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.