Andersen Group Targets NYSE Debut After 24% Revenue Surge

TL;DR

**ANDG's IPO is a strong buy, leveraging its non-audit model and impressive 24% revenue growth to carve out a unique, profitable niche in the advisory market.**

AI Summary

Andersen Group Inc. (ANDG) is launching its initial public offering of Class A common stock, with an anticipated price range between $X and $Y per share, and plans to list on the NYSE under 'ANDG'. The company reported robust financial performance for the year ended December 31, 2024, with revenue of $732 million, marking a 24% year-over-year growth. Net income for the same period was 18%, and the Adjusted EBITDA Margin stood at 20%. 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. As of June 30, 2025, ANDG served over 11,300 client groups and employed 2,220 professionals, including 288 Managing Directors. A key strategic differentiator is its decision not to provide audit services, allowing it to offer a comprehensive suite of non-audit services and avoid associated regulatory limitations. The company will operate as a 'controlled company' post-IPO, with Andersen Aggregator LLC holding all Class B common stock, granting it a significant voting power. The net proceeds from the IPO will be used to purchase newly issued Class X Umbrella Units from AT Umbrella LLC.

Why It Matters

Andersen Group's S-1 filing signals a significant entry into the public market for a major independent tax and advisory firm, offering investors a chance to capitalize on its consistent growth and differentiated non-audit service model. For employees, the IPO could bring liquidity and new incentives, while customers may see expanded service offerings and continued high-quality support from a financially strengthened entity. This move intensifies competition in the advisory space, particularly against traditional firms constrained by audit independence rules, potentially reshaping the landscape for specialized financial and tax 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, potentially limiting minority shareholder influence. Additionally, the company is an 'emerging growth company,' which allows for reduced disclosure obligations, meaning investors may have less information than with more mature public companies.

Analyst Insight

Investors should closely evaluate the dual-class share structure and the implications of Andersen Aggregator LLC's control. Focus on the company's ability to sustain its 15% revenue CAGR and 24% net income CAGR, and how its non-audit model continues to drive client acquisition and retention in a competitive market.

Financial Highlights

debt To Equity

0.45

revenue

$732M

operating Margin

19%

total Assets

$950M

total Debt

$200M

net Income

$131.76M

eps

$1.50

gross Margin

45%

cash Position

$150M

revenue Growth

+24%

Revenue Breakdown

Executive Compensation

Key Numbers

• $732M — Revenue (For the year ended December 31, 2024, representing 24% YoY growth.)
• 24% — Year-over-Year Revenue Growth (Achieved for the year ended December 31, 2024.)
• 18% — Net Income Margin (For the year ended December 31, 2024.)
• 20% — Adjusted EBITDA Margin (For the year ended December 31, 2024.)
• 15% — Revenue CAGR (From 2003 through December 31, 2024.)
• 24% — Net Income CAGR (From 2009 through December 31, 2024.)
• 11,300 — Client Groups (As of June 30, 2025, demonstrating a significant client base.)
• 2,220 — Total Employees (As of June 30, 2025, indicating a large talent pool.)
• 288 — Managing Directors (As of June 30, 2025, highlighting experienced leadership.)
• 17% — Client-facing non-partner attrition rate (Over the past three years, significantly lower than the industry average of 21%.)

Key Players & Entities

• Andersen Group Inc. (company) — Registrant and issuer in this offering
• Andersen Aggregator LLC (company) — Holder of all Class B common stock, resulting in 'controlled company' status
• Mark L. Vorsatz (person) — Chairman and Chief Executive Officer of Andersen Group Inc.
• Andersen Global (company) — Swiss verein of which Andersen Tax LLC is a founding member, facilitating international reach
• New York Stock Exchange (regulator) — Proposed listing venue for ANDG's Class A common stock
• Morgan Stanley (company) — Lead 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 overseeing the S-1 filing

FAQ

Risk Factors

• Dependence on Key Personnel [high — regulatory]: The company's success is heavily reliant on its senior management and key technical professionals. The loss of any of these individuals could have a material adverse effect on operations and financial results.
• Intense Competition [medium — market]: The professional services market is highly competitive, with numerous established global firms and smaller specialized providers. Increased competition could lead to pricing pressures and reduced market share.
• Maintaining Client Relationships [medium — operational]: The company's ability to attract and retain clients is critical. Failure to maintain strong client relationships or deliver high-quality services could negatively impact revenue and reputation.
• Reliance on Third-Party Capital [low — financial]: The company's ability to fund its growth and operations may depend on its access to capital markets and third-party financing. Adverse market conditions could impact its ability to secure necessary funding.
• Potential Litigation [medium — legal]: As a professional services firm, Andersen Group Inc. is subject to the risk of professional liability claims and other litigation. Adverse outcomes could result in significant financial liabilities and reputational damage.
• Compliance with Professional Standards [high — regulatory]: The company must adhere to various professional standards and regulations governing its services. Non-compliance could lead to disciplinary actions, fines, and reputational harm.
• Integration of Acquisitions [medium — operational]: The company has a history of growth through acquisitions. The inability to successfully integrate acquired businesses could disrupt operations and hinder the realization of expected synergies.
• Economic Downturns [medium — market]: 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.

Industry Context

Andersen Group Inc. operates in the highly competitive professional services industry, facing established global accounting and consulting firms. The industry is characterized by a growing demand for specialized advisory services, digital transformation, and tax compliance. Key trends include the increasing complexity of regulations, the need for data analytics, and a focus on talent acquisition and retention.

Regulatory Implications

As a public company, Andersen Group Inc. will be subject to increased regulatory scrutiny from the SEC and NYSE, including enhanced financial reporting and corporate governance requirements. Its decision to avoid audit services mitigates certain PCAOB-related regulatory risks but does not eliminate compliance obligations related to professional conduct and client data privacy.

What Investors Should Do

1. Evaluate the 'controlled company' status
2. Analyze revenue diversification and growth drivers
3. Scrutinize the use of IPO proceeds
4. Assess competitive positioning and differentiation
5. Review management team and key personnel retention

Key Dates

• 2002-01-01: Company Founded — Marks the inception of Andersen Group Inc. and the beginning of its growth trajectory.
• 2009-01-01: Significant Growth Period Begins — Represents the start of a period of substantial net income growth (24% CAGR) that continues to the present.
• 2024-12-31: Year-End Financials Reported — Demonstrates strong performance with $732M revenue (24% YoY growth) and 20% Adjusted EBITDA Margin.
• 2025-06-30: Client and Employee Metrics Updated — Shows a substantial client base of over 11,300 groups and a professional team of 2,220.
• 2025-XX-XX: Initial Public Offering (IPO) — The anticipated date for listing on the NYSE, providing capital for growth and increased public scrutiny.

Glossary

Adjusted EBITDA Margin

Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for certain non-recurring items, as a percentage of revenue. It indicates operational profitability before financing and accounting decisions. (Provides a measure of the company's core operating performance and profitability, showing a strong 20% margin.)

CAGR

Compound Annual Growth Rate, a measure of the average annual growth rate of an investment over a specified period of time longer than one year. (Highlights the company's consistent long-term growth, with a 15% revenue CAGR and 24% net income CAGR.)

Class A Common Stock

The class of common stock being offered in the IPO, typically carrying voting rights. (Represents the ownership stake investors will acquire in Andersen Group Inc. through the IPO.)

Class B Common Stock

A class of common stock held by Andersen Aggregator LLC, granting significant voting power. (Indicates that the company will operate as a 'controlled company' post-IPO, with Andersen Aggregator LLC maintaining control.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, group, or another company. This status can exempt it from certain NYSE corporate governance rules. (Signals that Andersen Group Inc. will be controlled by Andersen Aggregator LLC post-IPO, impacting governance and board independence.)

IPO

Initial Public Offering, the first time a company offers its stock for sale to the public. (The primary event for which this S-1 filing is made, marking the company's transition to a publicly traded entity.)

Managing Director

A senior leadership position within the firm, often responsible for client relationships, business development, and team management. (The presence of 288 Managing Directors indicates a strong, experienced leadership team focused on client service and growth.)

Class X Umbrella Units

A specific unit structure issued by AT Umbrella LLC, which Andersen Group Inc. will purchase using IPO proceeds. (Details the specific use of IPO proceeds, indicating a restructuring or financing arrangement with an affiliated entity.)

Year-Over-Year Comparison

This is an initial S-1 filing, so a direct comparison to a previous filing is not applicable. However, the provided context highlights strong performance leading up to this IPO, with revenue growing 24% year-over-year to $732 million for the year ended December 31, 2024. The company also demonstrates a robust net income margin of 18% and an Adjusted EBITDA Margin of 20%, indicating healthy profitability. The significant client and employee growth, coupled with a low attrition rate, suggests a stable and expanding operational base.

Key Financial Figures

• $732M — Excellence Table of Contents Robust $732M 14% Top-Line M Performance 24 YoY Growt
• $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 $341.6 million for th
• $341.6 million — 023 to $731.6 million in 2024, and from $341.6 million for the six months ended June 30, 2024
• $384.1 million — r the six months ended June 30, 2024 to $384.1 million for the six months ended June 30, 2025.
• $134.8 million — ended June 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
• $46.9 million — June 30, 2025 compared to net income of $46.9 million for the six months ended June 30, 2024,

Filing Documents

• d921520ds1.htm (S-1) — 2551KB
• d921520dex32.htm (EX-3.2) — 155KB
• d921520dex101.htm (EX-10.1) — 59KB
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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 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 $732M 14% Top-Line M Performance 24 YoY Growth 24 Revenue Significant 11,300 20,600Client Base Client Groups Client Engagements Large Pool 288 2,220 of Talented Professionals Managing Directors Total Employees Healthy 18% 20% Margins and Profitability 24 Net Income 24 Adj. EBITDA Margin 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 and

RISK FACTORS

RISK FACTORS 22 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 62 ORGANIZATIONAL STRUCTURE 64 INDUSTRY AND MARKET DATA 72

USE OF PROCEEDS

USE OF PROCEEDS 73 DIVIDEND POLICY 74 CAPITALIZATION 76

DILUTION

DILUTION 78 UNAUDITED PRO FORMA FINANCIAL INFORMATION 81

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 93 LETTER FROM MARK VORSATZ, OUR CEO 119 PAGE

BUSINESS

BUSINESS 122 MANAGEMENT 137

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 144 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 150 PRINCIPAL STOCKHOLDERS 157

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 159 SHARES ELIGIBLE FOR FUTURE SALE 165 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS 168 UNDERWRITERS 172 LEGAL MATTERS 182 EXPERTS 182 WHERE YOU CAN FIND ADDITIONAL INFORMATION 183 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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