Andersen Group Inc.

Item 3.02. Unregistered Sales of Equity Securities. Andersen Group Inc., a Delaware corporation (the “Company”), is filing this Current Report on Form 8-K to report the sale and issuance, or anticipated sale and issuance, of stock consideration in each of the below described acquisition transactions. Each sale and issuance was or will be made pursuant to transactions not involving an underwriter, and was not or will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder and/or in reliance with Regulation S of the Securities Act. Andersen Servicios Profesionales Acquisition On July 22, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of Andersen Servicios Profesionales, S.C., a leading tax and legal firm in Mexico and Andersen Global member firm, for a mix of cash and shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock” and such transaction, the “Andersen Servicios Profesionales Acquisition”). The Company expects to issue 54,463 shares of Class A Common Stock as stock consideration, subject to customary purchase price adjustments. The Andersen Servicios Profesionales Acquisition is expected to close during the first quarter of 2027 and is subject to customary closing conditions. BD Emerson Acquisition On July 31, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of BD Emerson LLC, a U.S.-based Andersen Consulting collaborating firm, for a mix of cash and Class A Common Stock (the “BD Emerson Acquisition”). The Company issued 50,450 shares of Class A Common Stock as stock consideration for the BD Emerson Acquisition, which closed on October 9, 2026. Daniels Consulting Acquisition On August 2, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of DCG Holdco, Inc., the parent entity of Daniels Consulting Group LLC, a U.S.-based Andersen Consulting member firm, for a mix of cash and Class A Common Stock (the “Daniels Consulting Acquisition”). The Company issued 171,882 shares of Class A Common Stock as stock consideration for the Daniels Consulting Acquisition, which closed on October 13, 2026. Endeavor Acquisition On August 2, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of E4 Holdco LLC, the parent entity of Nash Holdings, Inc. d/b/a Endeavor Management, a U.S.-based Andersen Consulting member firm, for a mix of cash and Class A Common Stock (the “Endeavor Acquisition”). The Company expects to issue 71,596 shares of Class A Common Stock as stock consideration, subject to customary purchase price adjustments. The Endeavor Acquisition is expected to close during the fourth quarter of 2026 and is subject to customary closing conditions. Clareo Consulting Acquisition On August 7, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of Clareo Consulting, LLC, a U.S.-based consulting firm, for a mix of cash and Class A Common Stock (the “Clareo Consulting Acquisition”). The Company expects to issue 43,834 shares of Class A Common Stock as stock consideration, subject to customary purchase price adjustments. The Clareo Consulting Acquisition is expected to close during the fourth quarter of 2026 and is subject to customary closing conditions. Zenger Folkman Acquisition On August 7, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of Zenger Folkman Holdings, LLC, the parent entity of Zenger Folkman Company, a U.S.-based Andersen Consulting member firm, for Class A Common Stock (the “Zenger Folkman Acquisition”). The Company issued 60,938 shares of Class A Common Stock as stock consideration for the Zenger Folkman Acquisition, which closed on October 15, 2026. Andersen UK Acquisition On August 11, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of Andersen Tax Limited, a successor in interest to Andersen LLP, a U.K.-based Andersen Global member firm, for a mix of cash and Class A Common Stock (the “Andersen UK Acquisition”). The Company issued 412,547 shares of Class A Common Stock as stock consideration for the Andersen UK Acquisition, which closed on October 2, 2026. The stock consideration for the Andersen Servicios Profesionales Acquisition, BD Emerson Acquisition, Daniels Consulting Acquisition, Endeavor Acquisition, Clareo Consulting Acquisition, Zenger Folkman Acquisition, and Andersen UK Acquisition represented, in the aggregate, approximately 6.4% of the Company’s Class A Common Stock outstanding. SPRI Consulting Acquisition On August 11, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of SPRI Ltd., the parent entity of SPRI Partners, LLC, a U.S.-based Andersen Consulting member firm, for a mix of cash and Class A Common Stock (the “SPRI Consulting Acquisition”). The Company issued 268,020 shares of Class A Common Stock as stock consideration for the SPRI Consulting Acquisition, which closed on October 9, 2026. Netherlands Valuation Acquisition On August 30, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of Andersen Corporate Finance & Valuation Advisors B.V., a full-service corporate finance and valuation advisory firm in the Netherlands and Andersen Global member firm, for a mix of cash and Class A Common Stock (the “Netherlands Valuation Acquisition”). The Company expects to issue 12,429 shares of Class A Common Stock as stock consideration, subject to customary purchase price adjustments. The Netherlands Valuation Acquisition is expected to close during the fourth quarter of 2026 and is subject to customary closing conditions. Merchantec Acquisition On September 23, 2026, the Company entered into a purchase agreement pursuant to which the Company agreed to purchase all of the issued and outstanding equity interests of Merchantec Andersen Proprietary Limited, an investment banking firm in South Africa and successor in interest to Merchantec Proprietary Limited, an Andersen Global collaborating firm, for a mix of cash and Class A Common Stock (the “Merchantec Acquisition”). The Company expects to issue 48,511 shares of Class A Common Stock as stock consideration, subject to customary purchase price adjustments. The Merchantec Acquisition is expected to close during the first quarter of 2027 and is subject to customary closing conditions.