Andersen Group Targets NYSE Debut with Strong Growth, Controlled Structure

TL;DR

**ANDG's IPO is a play on a high-growth, non-audit advisory firm with strong margins, but be wary of the 'controlled company' structure limiting shareholder influence.**

AI Summary

Andersen Group Inc. (ANDG) is preparing for its initial public offering, offering Class A common stock with an anticipated price between $ and $ per share, and will list on the NYSE under 'ANDG'. The company reported robust top-line performance with $811 million in revenue for the LTM Q3'25, representing a 13% year-over-year growth. Net income margin for LTM Q3'25 was 7%, and Adjusted EBITDA Margin was 26%. Since its founding in 2002, ANDG has achieved a revenue compound annual growth rate (CAGR) of 15% through December 31, 2024, and a net income CAGR of 24% since 2009 through December 31, 2024. The company operates a low-leverage model with 2,347 total employees and 293 Managing Directors as of June 30, 2025, serving 21,000 client engagements for 11,900 client groups. ANDG will be a 'controlled company' post-IPO, with Andersen Aggregator LLC holding all Class B common stock and a significant percentage of combined voting power. The company's sole material asset post-reorganization will be indirect ownership interests in Andersen Tax Holdings LLC.

Why It Matters

This S-1/A filing signals Andersen Group Inc.'s intent to go public, offering investors a chance to buy into a rapidly growing tax, valuation, and financial advisory firm with an $811 million LTM Q3'25 revenue. The 'controlled company' status, with Andersen Aggregator LLC retaining significant voting power, means public shareholders will have limited influence, a key consideration for governance-focused investors. For employees, the IPO could unlock equity value, while customers benefit from a firm that has consistently grown revenue at 15% CAGR since 2003 and boasts a low client-facing non-partner attrition rate of 17% compared to an industry average of 21%. The firm's deliberate decision not to provide audit services differentiates it from competitors like the Big Four, allowing it to offer a broader suite of non-audit services.

Risk Assessment

Risk Level: medium — The risk level is medium due to the 'controlled company' status, where Andersen Aggregator LLC will hold all Class B common stock and a significant percentage of combined voting power, limiting public shareholder influence. Additionally, the prospectus highlights that the initial public offering price is 'between $ and $ per share,' indicating a lack of a firm price range, which introduces uncertainty for potential investors. The company also operates as a holding company, with its sole material asset being indirect ownership interests in Andersen Tax Holdings LLC, adding a layer of structural complexity.

Analyst Insight

Investors should closely scrutinize the final IPO price range and the precise percentage of voting power retained by Andersen Aggregator LLC before committing capital. Given the 'controlled company' status, long-term investors should prioritize the company's consistent financial performance, including its 15% revenue CAGR since 2003 and 24% net income CAGR since 2009, over immediate governance influence.

Financial Highlights

revenue

$811MM

revenue Growth

+13%

Executive Compensation

Key Numbers

• $811MM — Revenue (For LTM Q3'25, demonstrating 13% YoY growth)
• 13% — Revenue YoY Growth (For LTM Q3'25, indicating strong top-line expansion)
• 7% — Net Income Margin (For LTM Q3'25, reflecting profitability)
• 26% — Adj. EBITDA Margin (For LTM Q3'25, highlighting operational efficiency)
• 15% — Revenue CAGR (Since 2003 through December 31, 2024, showing sustained growth)
• 24% — Net Income CAGR (Since 2009 through December 31, 2024, indicating strong profit growth)
• 2,347 — Total Employees (As of September 30, 2025, supporting a low-leverage model)
• 293 — Managing Directors (As of June 30, 2025, contributing to client service)
• 17% — Client-facing non-partner attrition rate (Over the past three years, lower than the industry average of 21%)
• 10 — Average Managing Director tenure (Exceeding ten years as of December 31, 2024, indicating retention)

Key Players & Entities

• Andersen Group Inc. (company) — Registrant and issuer in this offering
• Andersen Aggregator LLC (company) — Will hold all Class B common stock and significant voting power post-IPO
• Andersen Tax Holdings LLC (company) — Indirect subsidiary and primary asset of Andersen Group Inc. post-reorganization
• Mark L. Vorsatz (person) — Chairman and Chief Executive Officer of Andersen Group Inc.
• New York Stock Exchange (regulator) — Proposed listing venue for Class A common stock
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• Morgan Stanley (company) — Underwriter for the IPO
• UBS Investment Bank (company) — Underwriter for the IPO
• Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (company) — Legal counsel for the Registrant
• Cooley LLP (company) — Legal counsel for the Registrant

FAQ

Risk Factors

• Reliance on Key Personnel [high — operational]: The company's success is heavily dependent on its Managing Directors and other key employees. The loss of any of these individuals could materially and adversely affect its business, financial condition, and results of operations. The company has 293 Managing Directors as of June 30, 2025.
• Regulatory Compliance [medium — regulatory]: As a professional services firm, ANDG is subject to numerous regulations and professional standards. Failure to comply with these regulations could result in disciplinary actions, fines, or loss of licenses. The company operates in a highly regulated environment.
• Competition [medium — market]: The company operates in a highly competitive market for tax and accounting services. Intense competition could lead to pricing pressures and reduced market share. ANDG competes with large, established firms and smaller, specialized practices.
• Economic Downturns [medium — financial]: The demand for the company's services is sensitive to general economic conditions. A significant economic downturn could reduce client spending on professional services, impacting revenue and profitability. Revenue for LTM Q3'25 was $811 million.
• Litigation and Liability [medium — legal]: The company may be subject to claims and lawsuits arising from the services it provides. Adverse outcomes in litigation could result in significant financial liabilities and reputational damage. Professional liability insurance may not cover all potential claims.
• Integration of Acquisitions [low — operational]: The company has grown through acquisitions and may continue to do so. The integration of acquired businesses can be complex and may disrupt operations, divert management attention, and result in unforeseen liabilities. Successful integration is critical for realizing the benefits of acquisitions.
• Controlled Company Status [low — financial]: Post-IPO, ANDG will be a 'controlled company' due to Andersen Aggregator LLC holding all Class B common stock and a significant percentage of voting power. This may limit the influence of public stockholders on corporate governance matters.

Industry Context

Andersen Group Inc. operates in the highly competitive professional services sector, specifically in tax and accounting. The industry is characterized by a mix of large, global firms and smaller, specialized practices. Key trends include increasing regulatory complexity, demand for integrated advisory services, and the adoption of technology to enhance efficiency and client service. Talent acquisition and retention are critical success factors.

Regulatory Implications

As a provider of tax and accounting services, ANDG is subject to stringent regulatory oversight from bodies like the IRS, SEC (for public companies), and various state boards of accountancy. Compliance with professional standards, data privacy laws, and anti-money laundering regulations is paramount. Non-compliance can lead to severe penalties, reputational damage, and loss of operating licenses.

What Investors Should Do

1. Analyze the 'Controlled Company' structure and its implications for corporate governance and shareholder rights.
2. Evaluate the company's client retention and Managing Director tenure metrics against industry benchmarks.
3. Scrutinize the revenue growth drivers and the sustainability of the 15% Revenue CAGR.
4. Assess the company's low-leverage model and its implications for financial flexibility.

Glossary

LTM Q3'25

Last Twelve Months ending September 30, 2025. (Provides a recent, annualized financial performance snapshot for the company.)

CAGR

Compound Annual Growth Rate, a measure of average annual growth over a specified period. (Indicates the sustained growth trajectory of revenue and net income over multiple years.)

Adjusted EBITDA Margin

Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for certain items, as a percentage of revenue. (Measures operational profitability and efficiency, excluding financing and accounting decisions.)

Class A common stock

The class of stock being offered in the IPO, typically with standard voting rights. (Represents the ownership stake investors will acquire in the company through the IPO.)

Class B common stock

A class of stock, held by Andersen Aggregator LLC, which confers significant voting power. (Indicates that the company will be a 'controlled company' post-IPO, with concentrated voting control.)

Managing Director

A senior leadership role within the firm, often equivalent to a partner in traditional professional services firms. (Key personnel driving client relationships and service delivery; their tenure and retention are important indicators.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, group, or another company. (Implies that the board of directors may not be independent, and certain corporate governance rules may not apply.)

Year-Over-Year Comparison

This is the initial S-1/A filing, so a direct comparison to a previous filing is not applicable. However, the filing provides historical financial data, including LTM Q3'25 revenue of $811 million with 13% year-over-year growth, and strong historical CAGRs for revenue (15%) and net income (24%). Key operational metrics such as employee count (2,347) and Managing Director count (293) are also presented as of mid-2025, indicating the company's scale and structure.

Key Financial Figures

• $811M — Excellence Table of Contents Robust $811MM 13% Top-Line LTM Q3'25 LTM Q3'25 Perfo
• $700M — tries 19,000+ Andersen Global Personnel $700MM+ Revenue 70+ Andersen Global Countries
• $500M — + 1000+ Personnel Personnel 40 Andersen $500MM+ Global Revenue Countries 7 Andersen $
• $250M — MM+ Global Revenue Countries 7 Andersen $250MM+ Global Revenue Countries 16 Andersen
• $100M — ndersen Global Countries 500+ Personnel $100MM+ Revenue Completed Management buyout f
• $639.1 million — ur founding. Our revenue has grown from $639.1 million in 2023 to $731.6 million in 2024, and
• $731.6 million — as grown from $639.1 million in 2023 to $731.6 million in 2024, and from $589.2 million for th
• $589.2 million — 023 to $731.6 million in 2024, and from $589.2 million for the nine months ended September 30,
• $668.3 million — nine months ended September 30, 2024 to $668.3 million for the nine months ended September 30,
• $134.8 million — September 30, 2024. Our net income was $134.8 million and $118.7 million in 2024 and 2023, re
• $118.7 million — . Our net income was $134.8 million and $118.7 million in 2024 and 2023, respectively, represe
• $65.7 million — 4% year-over-year. We had net income of $65.7 million for the nine months ended September 30,
• $144.5 million — hs ended September 30, 2025 compared to $144.5 million for the nine months ended September 30,

Filing Documents

• d921520ds1a.htm (S-1/A) — 2578KB
• d921520dex102.htm (EX-10.2) — 372KB
• d921520dex103.htm (EX-10.3) — 26KB
• d921520dex104.htm (EX-10.4) — 166KB
• d921520dex211.htm (EX-21.1) — 2KB
• d921520dex231.htm (EX-23.1) — 1KB
• d921520dex232.htm (EX-23.2) — 1KB
• g921520g00a28.jpg (GRAPHIC) — 261KB
• g921520g00a31.jpg (GRAPHIC) — 333KB
• g921520g00a32.jpg (GRAPHIC) — 368KB
• g921520g00x01.jpg (GRAPHIC) — 256KB
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• g921520g17u92.jpg (GRAPHIC) — 255KB
• g921520g34x83.jpg (GRAPHIC) — 54KB
• g921520g43x83.jpg (GRAPHIC) — 131KB
• g921520g48k50.jpg (GRAPHIC) — 131KB
• g921520g92a01.jpg (GRAPHIC) — 194KB
• 0001193125-25-288325.txt ( ) — 6592KB

Underwriting

Underwriting Discounts and Commissions (1) Proceeds to Andersen Group Inc. Per Share $ $ $ Total $ $ $ (1) See the section titled "Underwriters" for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 7% of the shares of our Class A common stock offered by this prospectus for sale, at the initial public offering price, through a directed share program to our non-employee directors and certain other individuals and entities identified by us. See the section titled "Underwriters—Directed Share Program." We have granted the underwriters an option for a period of 30 days to purchase up to an additionalshares of Class A common stock solely to cover over-allotments, if any. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our Class A common stock to purchasers on , 2025. MORGAN STANLEY UBS INVESTMENT BANK DEUTSCHE BANK SECURITIES TRUIST SECURITIES WELLS FARGO SECURITIES BAIRD WILLIAM BLAIR , 2025 Table of Contents ANDERSEN Delivering Exceptional Client Service Grounded in Integrity, Transparency, and Excellence Table of Contents Robust $811MM 13% Top-Line LTM Q3'25 LTM Q3'25 Performance Revenue YoY Growth 24 Significant 11,900 21,000 Client Base Client Groups Client Engagements Large Pool 293 2,347 of Talented Professionals Managing Directors Total Employees Healthy 7% 26% Margins and Profitability LTM Q3'25 LTM Q3'25 Net Income Margin Adj. EBITDA Margin Notes: Notes: 1. Financials are for the year ended December 31, 2024; All other figures are as of June 30, 2025 2. For Adj. EBITDA Margin, see the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures

RISK FACTORS

RISK FACTORS 22 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 63 ORGANIZATIONAL STRUCTURE 65 INDUSTRY AND MARKET DATA 73

USE OF PROCEEDS

USE OF PROCEEDS 74 DIVIDEND POLICY 75 CAPITALIZATION 77

DILUTION

DILUTION 79 UNAUDITED PRO FORMA FINANCIAL INFORMATION 82

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 95 LETTER FROM MARK VORSATZ, OUR CEO 121 PAGE

BUSINESS

BUSINESS 124 MANAGEMENT 139

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 146 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 152 PRINCIPAL STOCKHOLDERS 159

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 161 SHARES ELIGIBLE FOR FUTURE SALE 167 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS 170 UNDERWRITERS 174 LEGAL MATTERS 184 EXPERTS 184 WHERE YOU CAN FIND ADDITIONAL INFORMATION 185 INDEX TO FINANCIAL STATEMENTS F-1 Through and including , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses filed with the Securities and Exchange Commission. Neither we nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of our Class A common stock. Our business, operating results, financial condition, and future prospects may have changed since that date. For investors outside the United States: Neither we, nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are

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