Andersen Group (ANDG) insider moves Class X units into controlled trust

Rhea-AI Filing Summary

Andersen Group Inc. reported an insider equity reclassification rather than a sale. Director and Chairman and Chief Executive Officer Mark Lawrence Vorsatz transferred 200,000 Class X Aggregator Units on February 2, 2026 from his direct holdings to a trust he controls for no consideration.

The Class X Aggregator Units are ultimately exchangeable on a one-for-one basis into shares of Class A common stock or cash, subject to lock-up, vesting and other restrictions under the Andersen Aggregator LLC agreement. After the transaction, he directly holds 5,000,000 and indirectly holds 2,000,000 Class X Aggregator Units.

The reported units were 50% vested as of December 16, 2025, with the remainder vesting in equal annual installments over the following five years, contingent on his continued service to the company.

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 CA 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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
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FAQ

What insider transaction did Mark Lawrence Vorsatz report at Andersen Group (ANDG)?

Mark Lawrence Vorsatz reported transferring 200,000 Class X Aggregator Units on February 2, 2026 from his direct holdings to a trust he controls, for no consideration. The move changes how the units are held but does not represent an open‑market sale.

What are Class X Aggregator Units at Andersen Group (ANDG)?

Class X Aggregator Units are derivative interests in Andersen Aggregator LLC that are ultimately exchangeable on a one‑for‑one basis into cash or Andersen Group Class A common stock. Exchanges are subject to lock‑up, vesting, transfer restrictions and customary conversion adjustments under the Aggregator LLC agreement.

How many Andersen Group (ANDG) Class X Aggregator Units does the insider hold after the transaction?

After the reported transaction, Mark Lawrence Vorsatz holds 5,000,000 Class X Aggregator Units directly and 2,000,000 Class X Aggregator Units indirectly. The indirect holdings include units held through entities and immediate family members over which he exercises voting control, subject to his pecuniary interest disclaimer.

Was the Andersen Group (ANDG) insider transaction a cash sale?

No, the transaction was not a cash sale. The filing states the 200,000 Class X Aggregator Units were transferred from the insider’s direct holdings to a trust he controls for no consideration, meaning there was no purchase price or sale proceeds involved in this movement.

What is the vesting schedule for Andersen Group (ANDG) Class X Aggregator Units?

The units vest over several years. Fifty percent of the reported Class X Aggregator Units were vested as of December 16, 2025. The remaining 50% vest annually in equal installments over the following five years, conditioned on the insider’s continuous service to Andersen Group during each vesting date.

How are the indirectly held Andersen Group (ANDG) units structured for the insider?

Indirect holdings consist of 1,400,000 Class X Aggregator Units in entities controlled or affiliated with the insider and 600,000 units held by immediate family members. All are indirectly exchangeable into Class A common stock. He exercises voting control but disclaims beneficial ownership beyond his pecuniary interest.

What happens to Andersen Group (ANDG) Class B shares when Class X Aggregator Units are exchanged?

When Class X Aggregator Units are exchanged, an equal number of associated Andersen Group Class B common shares are automatically cancelled for no additional consideration. Class B shares do not represent economic interests in the company; economic exposure comes from the Class X units and resulting Class A stock.