10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

___________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-43014

___________________________

Andersen Group Inc.

___________________________

(Exact name of registrant as specified in its charter)


Delaware									33-4630773
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

333 Bush Street, Suite 1700, San Francisco, CA									94104
(Address of Principal Executive Offices)									(Zip Code)

(415) 764-2700

Registrant’s telephone number, including area code

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of May 5, 2026, there were 13,472,214 shares of the registrant’s Class A common stock, par value $0.0001 and 99,460,168 shares of the registrant’s Class B common stock, par value $0.0001, outstanding.

TABLE OF CONTENTS


		Page
	Special Note Regarding Forward-Looking Statements	2

PART I
Item 1 .	Financial Statements	4
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	4
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	6
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)/Members' Equity for the three months ended March 31, 2026 and 2025	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2 .	Management's Discussion and Analysis of Financial Condition and Results of Operation	32
Item 3 .	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45

PART II
Item 1 .	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3 .	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5 .	Other Information	47
Item 6 .	Exhibits	48
Signatures		50

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this Quarterly Report) includes forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” or the negative version of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•our future revenue and operating expenses;

•the demand for our services;

•our ability to acquire new clients and successfully retain existing clients;

•our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally, including but not limited to, privacy and data security laws and regulations;

•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

•our plans to expand our business, whether through acquisitions of businesses, business combinations with businesses, introduction of new services or otherwise;

•our ability to maintain our culture;

•our ability to effectively integrate or manage our acquisitions and business combinations;

•competition in the markets in which we operate;

•our ability to protect against or mitigate the effects of cyberattacks or other breaches of our data;

•the effects of natural disasters, man-made problems, and similar events on our business;

•general economic conditions in the United States and globally, including the effects of global geopolitical conflicts, inflation, tariffs, interest rates, any instability in the global banking sector, and foreign currency exchange rates;

•our ability to grow our business in light of macroeconomic uncertainty;

•the risks related to our Class A common stock and our dual-class common stock structure;

•our ability to remediate our material weaknesses in our internal control over financial reporting;

•our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, key metrics and our ability to achieve and maintain future profitability;

•our business model;

•our ability to effectively manage our growth and expand our operations;

•our market opportunity and anticipated trends in our business and industry;

•our ability to remain competitive as we continue to scale our business;

•our expectations regarding our ability to obtain, maintain, enforce, defend and enhance our intellectual property rights;

•the amount and timing of any payments under the Tax Receivable Agreement;

•increased expenses associated with being a public company; and

•other statements regarding our future operations, financial condition, prospects and business strategies.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. The forward-looking statements made in this Quarterly Report are given only as of the date on which the statements are made. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into or review of all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed with the SEC as exhibits to this Quarterly Report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

PART I

Item 1.Financial Statements

ANDERSEN GROUP INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)


	March 31,		December 31,
	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	206,814	$	250,280
Accounts receivable, net of allowance for credit losses of $2,881 and $1,676, respectively	213,567		123,418
Loans and notes receivable from related parties, net of allowance for credit losses of $2,659 and $2,513, respectively	112		473
Investments in held-to-maturity debt securities, current	5,098		8,179
Prepaid expenses and other current assets	28,196		29,688
Total current assets	453,787		412,038
Loans and notes receivable from related parties, net of allowance for credit losses of $8,076 and $8,222, respectively	367		440
Property and equipment, net	38,976		35,695
Operating lease right-of-use assets	80,502		82,104
Intangible assets, net	2,644		2,543
Goodwill	30,078		30,078
Other assets	2,216		2,242
Total assets	$	608,570	$	565,140
Liabilities, redeemable noncontrolling interest and stockholders' equity (deficit)
Current liabilities:
Accounts payable and other accrued expenses	$	11,793	$	11,998
Accrued payroll and benefits	49,544		46,332
Deferred revenue	22,052		12,522
Distributions payable to related parties	34,635		52,745
Operating lease liabilities, current	7,212		3,958
Notes payable to related parties, current portion	57,467		62,340
Other current liabilities	9,620		5,912
Total current liabilities	192,323		195,807
Operating lease liabilities, noncurrent	104,917		106,448
Notes payable to related parties, less current portion	279,032		287,745
Other liabilities	3,603		3,517
Total liabilities	579,875		593,517
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 11)	—		106,354
Stockholders' equity (deficit):
Preferred stock, par value $0.0001 per share: 100,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Class A common stock, par value $0.0001 per share: 1,000,000,000 shares authorized, 12,650,000 shares and 12,650,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	1		1
Class B common stock, par value $0.0001 per share: 300,000,000 shares authorized, 98,826,563 and 99,166,563 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	10		10
Additional paid-in-capital	404		—
Accumulated deficit	(780,501)		(134,742)


Total stockholders' deficit attributable to Andersen Group Inc.	(780,086)		(134,731)
Noncontrolling interest (Note 11)	$	808,781	$	—
Total stockholders' equity (deficit)	$	28,695	$	(

SEC Form 10-Q filed by Andersen Group Inc.