Andersen Group Inc.: reports unregistered stock issued for acquisitions

What happened

• Andersen Group Inc filed an 8-K reporting the sale and issuance, or anticipated sale and issuance, of Class A common stock as stock consideration in multiple acquisition transactions. The company entered into purchase agreements between Jul 22, 2026 and Sep 23, 2026 and issued or expects to issue specified shares as part of those deals.
• The filing says the company issued 50,450 shares for BD Emerson (closed Oct 9, 2026), 171,882 shares for Daniels Consulting (closed Oct 13, 2026), 60,938 shares for Zenger Folkman (closed Oct 15, 2026), 412,547 shares for Andersen UK (closed Oct 2, 2026), and 268,020 shares for SPRI Consulting (closed Oct 9, 2026). The filing says the company expects to issue 54,463 shares for Andersen Servicios Profesionales (expected close Q1 2027), 71,596 shares for Endeavor (expected close Q4 2026), 43,834 shares for Clareo Consulting (expected close Q4 2026), 12,429 shares for Netherlands Valuation (expected close Q4 2026), and 48,511 shares for Merchantec (expected close Q1 2027).

Key details

• The stock consideration for the listed acquisitions represented, in the aggregate, approximately 6.4% of the company’s Class A common stock outstanding.
• The company issued 412,547 shares to Andersen Tax Limited (Andersen UK), 268,020 shares to SPRI Ltd., 171,882 shares to DCG Holdco, Inc. (Daniels Consulting), 60,938 shares to Zenger Folkman Holdings, LLC, and 50,450 shares to BD Emerson LLC on the dates noted above.
• The company expects to issue 54,463 shares to Andersen Servicios Profesionales, 71,596 shares to E4 Holdco LLC (Endeavor), 43,834 shares to Clareo Consulting, 12,429 shares to Andersen Corporate Finance & Valuation Advisors B.V., and 48,511 shares to Merchantec Andersen Proprietary Limited, subject to customary purchase price adjustments and closing conditions.
• The filing states that each sale or issuance was or will be made pursuant to transactions not involving an underwriter and not registered under the Securities Act, relying on Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S.

Why it may matter

• This filing reports Item 3.02: unregistered sales of equity securities, covering the sale or anticipated sale of Class A common stock as acquisition consideration in private transactions. The filing does not show why the company acted or why any insider traded.