Andersen Group Targets $14-$16 IPO, Reports Strong Growth

TL;DR

**ANDG's IPO is a strong buy for growth-oriented investors looking for a differentiated professional services play, despite the controlled company structure.**

AI Summary

Andersen Group Inc. (ANDG) is launching its initial public offering of 11,000,000 shares of Class A common stock, with an anticipated price range of $14.00 to $16.00 per share. The company reported robust financial 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 as a holding company, with its sole material asset being indirect ownership interests in Andersen Tax Holdings LLC, and intends to use all net IPO proceeds to purchase newly issued Class X Umbrella Units from AT Umbrella LLC. A significant risk factor is that Andersen Aggregator LLC will hold 99% of the combined voting power post-IPO, making ANDG a 'controlled company' and allowing it to opt out of certain NYSE corporate governance requirements. The strategic outlook emphasizes continued growth through its integrated platform of tax, valuation, and financial advisory services, bolstered by its global reach through Andersen Global, which includes over 300 member and collaborating firms in 182+ countries.

Why It Matters

Andersen Group's IPO signals a significant move for a professional services firm built on the legacy of Arthur Andersen, offering investors a chance to buy into a non-audit advisory powerhouse. For employees, the IPO could bring liquidity and further investment in talent, given the company's stated focus on retention and low attrition rates (17% average client-facing non-partner attrition rate over three years). Customers stand to benefit from continued investment in integrated tax, valuation, and financial advisory services, potentially enhancing the firm's competitive edge against traditional consulting giants by avoiding audit-related limitations. The broader market will watch how this 'controlled company' structure, with Andersen Aggregator LLC retaining 99% voting power, impacts governance and investor confidence in a public setting.

Risk Assessment

Risk Level: medium — The risk level is medium primarily due to the 'controlled company' status, where Andersen Aggregator LLC will hold 99% of the combined voting power, allowing ANDG to elect not to comply with certain NYSE corporate governance requirements. This concentration of voting power could limit minority shareholder influence. Additionally, the company's reliance on its membership in Andersen Global for international reach, while beneficial, introduces potential complexities related to managing a Swiss verein with over 300 member and collaborating firms.

Analyst Insight

Investors should consider ANDG for its consistent revenue CAGR of 15% and net income CAGR of 24%, indicating strong historical performance. However, they must acknowledge the 'controlled company' structure and its implications for corporate governance before investing. Evaluate the long-term growth potential of its non-audit advisory services and global expansion through Andersen Global.

Financial Highlights

revenue

$811MM

revenue Growth

+13%

Executive Compensation

Key Numbers

• $811MM — LTM Q3'25 Revenue (Represents robust top-line performance for Andersen Group Inc.)
• 13% — Revenue YoY Growth (Year-over-year growth for LTM Q3'25, indicating strong expansion.)
• 11,000,000 — Shares Offered (Number of Class A common stock shares offered in the initial public offering.)
• $14.00-$16.00 — Anticipated IPO Price Range (Expected price per share for the Class A common stock.)
• 99% — Andersen Aggregator LLC Voting Power (Percentage of combined voting power held by Andersen Aggregator LLC post-IPO.)
• 15% — Revenue CAGR (Compound annual growth rate from 2003 through December 31, 2024.)
• 24% — Net Income CAGR (Compound annual growth rate from 2009 through December 31, 2024.)
• 7% — LTM Q3'25 Net Income Margin (Indicates healthy profitability for the last twelve months ending Q3 2025.)
• 26% — LTM Q3'25 Adj. EBITDA Margin (Reflects strong operational efficiency for the last twelve months ending Q3 2025.)
• 17% — Average Client-Facing Non-Partner Attrition Rate (Over the past three years, excluding involuntary terminations, lower than the industry average of 21%.)

Key Players & Entities

• Andersen Group Inc. (company) — Registrant and issuer in this offering
• Andersen Aggregator LLC (company) — Will hold 99% of combined voting power post-IPO
• Mark L. Vorsatz (person) — Chairman and Chief Executive Officer of Andersen Group Inc.
• New York Stock Exchange (regulator) — Listing exchange for ANDG Class A common stock
• Andersen Global (company) — Swiss verein of which Andersen Tax LLC is a founding member, facilitating international reach
• 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 Underwriters
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing

FAQ

Risk Factors

• Reliance on Key Personnel and Andersen Global Network [high — operational]: The company's success is heavily dependent on its ability to attract, retain, and motivate highly skilled professionals, particularly tax and legal advisors. Furthermore, its integrated platform relies on the continued cooperation and brand association with Andersen Global member and collaborating firms, which are independent entities. Any disruption in these relationships could materially impact service delivery and revenue.
• Complex and Evolving Regulatory Environment [high — regulatory]: The tax, valuation, and financial advisory services provided by ANDG are subject to a complex and constantly changing regulatory landscape across various jurisdictions. Failure to comply with these regulations, or changes in tax laws and accounting standards, could result in penalties, reputational damage, and loss of business.
• Controlled Company Status and Opt-Out of Governance Rules [medium — financial]: Post-IPO, Andersen Aggregator LLC will hold 99% of the combined voting power, making ANDG a 'controlled company.' This allows the company to opt out of certain NYSE corporate governance requirements, such as having a majority independent board of directors and independent compensation and nominating committees. This concentration of voting power could limit the influence of minority shareholders.
• Integration of Acquired Businesses and Services [medium — operational]: While the company has a history of growth, its ability to successfully integrate future acquisitions and new service lines is critical. Challenges in integration could lead to operational inefficiencies, increased costs, and failure to realize expected synergies.
• Competition in Professional Services Market [medium — market]: ANDG operates in a highly competitive market with numerous established global accounting firms, law firms, and specialized advisory practices. Intense competition could pressure pricing, market share, and profitability.

Industry Context

Andersen Group Inc. operates within the highly competitive professional services sector, encompassing tax, valuation, and financial advisory. The industry is characterized by a mix of large, established global firms and specialized boutique providers. Key trends include increasing demand for integrated, cross-border services, digitalization of client solutions, and a focus on talent acquisition and retention.

Regulatory Implications

The company's operations are subject to stringent regulations in the financial advisory and tax sectors across multiple jurisdictions. Changes in tax laws, accounting standards, and data privacy regulations pose ongoing compliance challenges and potential risks. Failure to adhere to these evolving regulatory frameworks could lead to significant penalties and reputational damage.

What Investors Should Do

1. Evaluate the long-term impact of the 'controlled company' status.
2. Assess the integration strategy and reliance on Andersen Global network.
3. Analyze the competitive positioning within the professional services market.

Glossary

LTM Q3'25

Last Twelve Months ending September 30, 2025. (Provides the most recent financial performance data available for the company.)

CAGR

Compound Annual Growth Rate, a measure of average annual growth over a specified period, assuming profits were reinvested. (Used to illustrate the historical growth trajectory of revenue and net income.)

Class A common stock

A class of common stock that Andersen Group Inc. is offering in its IPO. (Represents the ownership stake investors will acquire through the IPO.)

Class X Umbrella Units

Units issued by AT Umbrella LLC that Andersen Group Inc. intends to purchase with IPO proceeds. (Details the structure of the company's investment in its primary operating asset.)

Andersen Global

An international association of member and collaborating firms that provides integrated tax, valuation, and financial advisory services. (Highlights the company's global reach and partnership model.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, a group of persons acting together, or another company. (Indicates that ANDG will be subject to less stringent corporate governance requirements from the NYSE.)

Adjusted EBITDA Margin

Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for certain non-recurring or non-cash items, as a percentage of revenue. (A key profitability metric indicating operational efficiency.)

Year-Over-Year Comparison

This S-1/A filing indicates a strong revenue growth of 13% year-over-year for LTM Q3'25, reaching $811 million, and a healthy Adjusted EBITDA margin of 26%. The filing details the IPO structure and risks associated with the company's controlled status and reliance on the Andersen Global network. Specific comparative metrics to a prior filing are not available in the provided context.

Key Financial Figures

• $14.00 — l public offering price will be between $14.00 and $16.00 per share. Our Class A com
• $16.00 — fering price will be between $14.00 and $16.00 per share. Our Class A common stock h
• $811M — , Transparency, and Excellence 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) — 2569KB
• d921520dex11.htm (EX-1.1) — 206KB
• d921520dex31.htm (EX-3.1) — 97KB
• d921520dex51.htm (EX-5.1) — 8KB
• d921520dex105.htm (EX-10.5) — 48KB
• d921520dex106.htm (EX-10.6) — 55KB
• d921520dex107.htm (EX-10.7) — 102KB
• d921520dex231.htm (EX-23.1) — 2KB
• d921520dex232.htm (EX-23.2) — 1KB
• d921520dexfilingfees.htm (EX-FILING FEES) — 19KB
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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 additional 1,650,000 shares 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 ANDERSEN Delivering Exceptional Client Service Grounded in Integrity, Transparency, and Excellence 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 for additional information an

RISK FACTORS

RISK FACTORS 23 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 64 ORGANIZATIONAL STRUCTURE 66 INDUSTRY AND MARKET DATA 74

USE OF PROCEEDS

USE OF PROCEEDS 75 DIVIDEND POLICY 76 CAPITALIZATION 78

DILUTION

DILUTION 80 UNAUDITED PRO FORMA FINANCIAL INFORMATION 83

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 96 LETTER FROM MARK VORSATZ, OUR CEO 123 PAGE

BUSINESS

BUSINESS 126 MANAGEMENT 141

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 148 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 154 PRINCIPAL STOCKHOLDERS 160

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 163 SHARES ELIGIBLE FOR FUTURE SALE 169 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS 172 UNDERWRITERS 176 LEGAL MATTERS 186 EXPERTS 186 WHERE YOU CAN FIND ADDITIONAL INFORMATION 187 INDEX TO FINANCIAL STATEMENTS F-1 Through and including , 2026 (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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