Andersen Group Inc.

Code

G

Shares

200,000

Price

—

Footnotes

4

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. 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. 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. 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.