Joseph Karczewski - 16 Dec 2025 Form 3 Insider Report for Andersen Group Inc. (ANDG)

Role
Director
Signature
/s/ William Deckelman as attorney-in-fact
Issuer symbol
ANDG
Transactions as of
16 Dec 2025
Net transactions value
$0
Form type
3
Filing time
16 Dec 2025, 21:00:16 UTC
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Karczewski Joseph Director C/O ANDERSEN GROUP INC., 333 BUSH STREET, SUITE 1700, SAN FRANCISCO /s/ William Deckelman as attorney-in-fact 16 Dec 2025 0002084278

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ANDG Class X Aggregator Units 16 Dec 2025 Class A Common Stock 1,150,000 Direct F1, F2
holding ANDG Class X Aggregator Units 16 Dec 2025 Class A Common Stock 850,000 See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
F2 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.
F3 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