UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 27~~May 12, 2026

Andersen Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-43014	33-4630773
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	333 Bush Street Suite 1700 San Francisco, California	94104
	(Address of principal executive offices)	(Zip Code)
	(415) 764-2700
(Registrant’s telephone number, including area code)
	Not Applicable
(Former name or former address, if changed since last report.)

333 Bush Street
Suite 1700 San Francisco, California		94104
(Address of principal executive offices)		(Zip Code)

(415) 764-2700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value

ANDG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒	Emerging growth company

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5 2.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~(d)~~ On ~~April~~May 2712, 2026, ~~the~~Andersen ~~Board~~Group ofInc. ~~Directors~~ (~~the~~“Andersen”, “~~Board~~we”) ofor ~~Andersen Group Inc. (~~the “Company”) ~~appointed~~issued ~~Susan Decker as~~ a ~~member~~press ofrelease ~~the~~announcing ~~Board,~~financial ~~with~~results ~~her~~for ~~initial term expiring at~~ the ~~Company’s~~first-quarter ~~2026~~ended ~~annual meeting of stockholders. In connection with Ms.~~March ~~Decker’s appointment~~31, ~~and~~2026. ~~pursuant~~A tocopy ~~the Company’s certificate~~ of ~~incorporation~~the ~~and~~press ~~bylaws,~~release ~~the~~(including ~~Board~~accompanying ~~has~~financial ~~increased~~tables) (the ~~number~~“Press ofRelease”) ~~authorized~~is ~~directors~~furnished ofas ~~the~~Exhibit ~~Board~~99.1 to ~~eight~~this ~~members.~~Current ~~The~~Report ~~Board~~on ~~has determined that Ms.~~Form ~~Decker~~8-K and is anincorporated ~~independent~~by ~~director~~reference inherein. ~~accordance~~The ~~with~~Company ~~applicable~~will ~~rules~~hold ofa ~~the~~conference ~~Securities~~call ~~and~~on ~~Exchange~~May 12, ~~Commission~~2026 ~~and~~at ~~the~~5:00 ~~New~~PM ~~York~~Eastern ~~Stock~~to ~~Exchange,~~announce ~~and~~financial ~~has~~results ~~appointed~~for ~~Ms. Decker as a member of~~ the ~~compensation~~first-quarter ~~committee~~ended ~~and~~March 31, ~~the risk committee~~2026.

~~Pursuant to the letter agreement dated July 15, 2025 between the Company and Ms~~Item 7. ~~Decker (the “Letter Agreement”), Ms~~01. ~~Decker~~ ~~became~~Regulation anFD advisor to the Board and was granted 2,500 profits interest units (the “Grant”) in Andersen Tax LLC, a subsidiary of the Company, in connection with Ms. Decker’s eventual Board service, which were fully vested upon grant. In connection with the reorganization transactions undertaken as part of the Company’s initial public offering, these profits interest units were exchanged for 250,000 Class X Aggregator Units. Disclosure

~~Pursuant~~On toMay 12, ~~the Letter Agreement~~2026, ~~Ms. Decker~~the isCompany ~~required~~posted to ~~retain one-third of~~ the ~~Grant~~investor ~~and~~relations ispage ~~restricted~~of ~~from~~its ~~converting~~website ~~more~~an ~~than~~updated ~~20%~~investor ofpresentation ~~the~~that ~~Grant~~will ~~into~~be ~~the~~used ~~Company’s~~at ~~Class A~~upcoming ~~common~~investor ~~stock~~and ~~per~~analyst ~~year~~meetings (onthe ~~a cumulative basis~~“Presentation”). ~~Additionally,~~The ifPresentation ~~Ms. Decker~~includes ~~did~~certain ~~not~~financial ~~become a director of the Company by July 1~~results, ~~2026,~~operating ~~the~~data ~~Company~~and ~~had~~other ~~the right to repurchase 80% of the Grant at book value~~information. IfThe ~~Ms. Decker terminates her services as a director with the~~ Company: ~~(i) prior~~routinely toposts ~~July 1~~announcements, ~~2027~~updates, ~~the Company has the right to repurchase 60% of the Grant at book value~~events, ~~(ii) prior~~investor toinformation ~~July 1,~~and ~~2028,~~presentations ~~the Company has the right to repurchase 40% of the Grant at book value,~~ and ~~(iii) prior~~recent tonews ~~July 1,~~releases ~~2029,~~on ~~the~~its ~~Company~~website ~~has the right to repurchase 20% of the Grant~~ at ~~book value~~http://www.andersen.com. ~~The~~Information ~~foregoing~~on ~~description of~~ the ~~Letter~~Company’s ~~Agreement~~website ~~does~~is not ~~purport~~incorporated ~~to be complete and is qualified in its entirety~~ by reference toin ~~the~~this ~~full~~Current ~~text~~Report ofon ~~the~~Form 8-K and ~~Letter~~does ~~Agreement,~~not constitute a ~~copy~~part of ~~which~~this ~~will~~Current ~~be filed with the Company’s Quarterly~~ Report on Form 10 8-~~Q and is incorporated by reference herein~~K.

MsThe information included herein, including Exhibit 99. ~~Decker~~1 ~~has~~furnished ~~entered~~herewith, ~~into~~shall ~~the~~not ~~Company’s~~be ~~standard~~deemed ~~form~~to ofbe ~~indemnification~~“filed” ~~agreement.~~for ~~Except~~purposes asof ~~set~~Section 18 ~~forth~~of inthe ~~this~~Securities ~~Item~~Exchange ~~5.02~~Act of 1934, ~~there~~as isamended no(the ~~arrangement~~“Exchange Act”), or ~~understanding~~otherwise ~~between~~subject ~~Ms. Decker~~to ~~and~~the ~~any~~liabilities ~~other~~of ~~person~~that section, nor shall it be incorporated by reference into any filing pursuant to ~~which~~the ~~Ms. Decker~~Securities ~~was~~Act ~~appointed~~of 1933, as aamended, ~~member~~or the Exchange Act, regardless of ~~the~~any ~~Board~~incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Press Release issued by the Company on May 12, 2026 Announcing First-Quarter Financial Results and Updating 2026 Guidance

104		Cover Page Interactive Data file (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANDERSEN GROUP INC.
Date: April 28, 2026	By:	/s/ Mark L. Vorsatz
Date: May 12, 2026	By:	/s/ Mark L. Vorsatz
	Name:	Mark L. Vorsatz
	Title:	Chief Executive Officer and Chairman

Filing Compare · Andersen Group Inc.