Andersen Group Inc. 8-K

What Happened
Andersen Group Inc. announced it completed its initial public offering on December 18, 2025, selling 12,650,000 shares of Class A common stock at $16.00 per share (includes 1,650,000-share overallotment exercised). As part of the IPO and related reorganization, the company entered into several material agreements (LLC agreement, Managing Director Matters Agreement, Tax Receivable Agreement, and promissory notes) and used the IPO net proceeds to acquire 12,650,000 Class X Umbrella Units of AT Umbrella LLC. On December 16, 2025, Dorice Pepin and Joseph Karczewski were appointed to Andersen’s board and executed the company’s standard indemnification agreements. The company amended and restated its bylaws on December 18, 2025 (filed as an exhibit).

Key Details

• IPO details: 12,650,000 Class A shares sold at $16.00 per share; underwriting overallotment of 1,650,000 shares was exercised.
• Use of proceeds: Company used net IPO proceeds to buy 12,650,000 Class X Umbrella Units of AT Umbrella LLC; AT Umbrella LLC used those proceeds to pay IPO and reorganization fees and for general corporate purposes.
• Agreements: Entered into Limited Liability Company Agreement (AT Umbrella LLC), Managing Director Matters Agreement, Tax Receivable Agreement (with Andersen Aggregator LLC), and promissory notes (CA and HO forms) — filed as exhibits and consistent with the S-1 registration statement.
• Governance: Two directors appointed (Dorice Pepin and Joseph Karczewski) and the company adopted Amended and Restated Bylaws (filed as Exhibit 3.1).

Why It Matters
This 8‑K confirms Andersen Group’s transition to a public company and the legal and financial arrangements that establish its post‑IPO operating and ownership structure. The agreements filed govern ownership units, management matters and certain tax‑related arrangements with Andersen Aggregator LLC, which can affect future cash flows and governance. The new board members and updated bylaws are relevant to investors assessing the company’s governance going forward. For full terms of the agreements and any related-party details, investors should review the referenced prospectus and the exhibits filed with the 8‑K.