SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vorsatz Mark Lawrence

(Last)

(First)

(Middle)

C/O ANDERSEN GROUP, INC.

333 BUSH STREET, SUITE 1700

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Andersen Group Inc. [ ANDG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class X Aggregator Units	⁽¹⁾	02/02/2026		G⁽²⁾			200,000	⁽³⁾	⁽³⁾	Class A Common Stock	200,000	⁽¹⁾	5,000,000	D
Class X Aggregator Units	⁽¹⁾	02/02/2026		G⁽²⁾		200,000		⁽³⁾	⁽³⁾	Class A Common Stock	200,000	⁽¹⁾	2,000,000	I	See footnote⁽⁴⁾

Explanation of Responses:

1. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Andersen Aggregator LLC ("Aggregator") dated as of December 16, 2025 (the "Aggregator LLCA"), as disclosed in the prospectus of Andersen Group Inc. (the "Issuer"), the Class X Aggregator Units held by the Reporting Person are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments and compliance with lock-up, vesting and transfer restrictions and the terms of the Aggregator LLCA. Upon an exchange of the Class X Aggregator Units, an equal number of shares of Class B common stock of the Issuer accompanying the Class X Aggregator Units and held by Andersen Aggregator LLC or its permitted transferee will be automatically cancelled for no additional consideration. Shares of Class B Common Stock do not represent economic interests in the Issuer.

2. The reported transaction reflects a transfer from the Reporting Person's direct holdings to a trust controlled by the Reporting Person, for no consideration. The securities continue to be subject to the lock-up restrictions described in the Issuer's prospectus filed with the Securities and Exchange Commission on December 17, 2025.

3. The reported units shall be vested with respect to 50% of the shares as of December 16, 2025, and shall vest annually thereafter in equal installments over the following five years, subject to the Reporting Person's continuous service to the Issuer through each such vesting date.

4. Consists of (i) 1,400,000 Class X Aggregator Units held by entities controlled by and/or affiliated with the Reporting Person which are indirectly exchangeable for 1,400,000 shares of Class A common stock and (ii) 600,000 Class X Aggregator Units held by immediate family members of the Reporting Person which are indirectly exchangeable for 600,000 shares of Class A common stock, and over which the Reporting Person exercises voting control. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

Chairman and Chief Executive Officer

	/s/ William Deckelman as attorney-in-fact	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4 filed by Officer Vorsatz Mark Lawrence