In April 2025, new PIUs were issued to certain Managing Directors of Andersen Tax LLC. The PIUs were created to provide additional allocations of distributable profits and losses of Andersen Tax Holdings LLC to the Managing Directors in proportion to their total units, which include the PIUs. The economic terms of the PIUs gave the holders an equity ownership, an economic interest in the future profits and losses, and holders received value from their awards by receiving distributions. The PIUs vested immediately and were subject to forfeiture upon termination of employment, either voluntary or involuntary.

The expense related to the PIUs was measured based on their grant date fair values and are recognized in full on the grant date as there is no required service or vesting to participate in the benefits. A Probability-Weighted Expected Return Method (“PWERM”) model was used to determine the grant date fair value of the PIUs.

The PWERM is a scenario-based methodology that estimates the fair value of PIUs based upon an analysis of future enterprise values, assuming various outcomes. The PIUs value was based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of units. The future value of the units under each outcome was discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the PIUs. A discount for lack of marketability of the PIUs was then applied to arrive at an indication of value for the PIUs.

The weighted-average grant date fair value of the PIUs for the three and six months ended June 30, 2025 was $748.79 per unit. 173,025 PIUs were granted during the three and six months ended June 30, 2025. Andersen Tax LLC recognized $104.5 million of compensation expense in cost of services and $25.0 million in sales, general and administrative expense during the three and six months ended June 30, 2025.

On December 6, 2025, the board of directors of Andersen Group Inc. approved the Company’s 2025 Equity Incentive Plan. The 2025 Equity Incentive Plan provides for the grant of nonstatutory stock options ("NSOs"), stock appreciation rights ("SARs"), restricted shares, restricted stock units ("RSUs") and other equity-based awards. As of June 30, 2026 the Company has reserved 12,290,828 shares of Class A common stock in connection with the 2025 Equity Incentive Plan. On the first day of each January during the term of the 2025 Equity Incentive Plan, beginning on January 1, 2026 and ending on (and including) January 1, 2035, the number of shares of Class A common stock that may be issued under the 2025 Equity Incentive Plan will increase by a number of shares equal to the lesser of (a) 5% of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year or (b) such lesser number of shares (including zero) that the plan administrator determines for purposes of the annual increase for that fiscal year. The Company will recognize forfeitures as they occur.

Concurrently with the IPO, the Company granted new RSUs to employees. The RSUs granted in 2025 have a time-based vesting requirement wherein 1/6th of the total number of RSUs subject to the award will vest on each annual anniversary of the vesting commencement date, subject to the recipient’s continuous service as an employee to the Company, a parent, subsidiary or affiliate through the applicable vesting date. Upon vesting, the RSUs are convertible into Class A common stock; unvested RSUs are not considered outstanding shares of Class A common stock. In June 2026, the Company granted an additional 61,231 RSUs.

Total compensation expense for RSUs was approximately $3.4 million and $7.0 million for the three and six months ended June 30, 2026, respectively, of which $2.7 million and $5.5 million, respectively, is included in cost of services and $0.7 million and $1.5 million, respectively, is included in sales, general and administrative expense in the consolidated statement of operations. The unamortized compensation cost related to RSUs of $75.4 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 5.4 years.

Concurrently with the IPO, AT Umbrella LLC issued AT Umbrella LLC LTIP Units to Aggregator in connection with an earlier appointment of additional Managing Directors during 2025, and Aggregator issued corresponding Aggregator LTIP Units to such Managing Directors representing such claim to AT Umbrella LLC LTIP Units. Andersen Group Inc. issued to Aggregator shares of Class B common stock equal in number to the maximum number of Class X Umbrella Units issuable upon exchange of such LTIP Units issued to Aggregator in exchange for the payment by Aggregator of the aggregate par value of the Class B common stock that is received. In April 2026, AT Umbrella LLC issued an additional 707,823 LTIP Units.

AT Umbrella LLC LTIP Units are economically similar to stock options. Each LTIP Unit has a per-unit hurdle price, which is economically similar to the exercise price of a stock option. LTIP Units designated as "Catch-Up Units" are subject to a provision allowing their holder to receive additional distributions after satisfying the hurdle amount of the unit. Once the hurdle amount is surpassed, a catch-up adjustment ensures that the holder of the Catch-Up Unit receives distributions equivalent to what they would have received if the hurdle amount had not been applied, up to the agreed-upon cumulative amount. All LTIP Units are designated as Catch-Up Units.

LTIP Units generally vest 1/5th on each annual anniversary of the vesting commencement date over a five-year period, subject to the recipient’s continuous service as an employee of the Company or one of its subsidiaries.

The fair value of LTIP Units is based on the fair value of a share of Class A common stock of Andersen Group Inc. at the time of grant, which equates to a weighted-average grant date fair value of $21.38 per unit. The LTIP Units granted in 2025 are subject to a hurdle amount of $16.00 per unit, which was specified at issuance and represents the threshold over which an LTIP Unit is allocated income or is entitled to distributions. The LTIP Units granted in 2026 are subject to a hurdle amount of $28.23 per unit.

Total equity-based compensation expense for LTIP Units was approximately $1.7 million and $2.6 million for the three and six months ended June 30, 2026, respectively, of which $1.5 million and $2.4 million is recognized in cost of services and the remainder recognized in sales, general and administrative expenses. The unamortized compensation cost related to LTIP Units of $30.2 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.6 years.

In connection with the Reorganization Transactions described in Note 1, Andersen Tax LLC incurred compensation expenses as a result of the exchange of common units and PIUs of the Management Holdcos for new Class X Aggregator Units with Managing Directors of Andersen Tax LLC, of which a portion of the new interests are subject to vesting conditions. These Class X Aggregator Units generally vest 1/5th on each annual anniversary of their vesting commencement dates.

The portion of units subjected to service-based vesting conditions results in incremental compensation expense to be recognized over the requisite service period. The Company incurred $42.3 million and $83.4 million of compensation expense for Class X Aggregator Units for the three and six months ended June 30, 2026, respectively, of which $36.2 million and $73.7 million, respectively, was recognized in cost of services and $6.1 million and $9.7 million, respectively, was recognized in sales, general and administrative expenses on the consolidated statement of operations. The unamortized compensation cost related to Class X Aggregator Units of $618.7 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.3 years. The grant date weighted average fair value associated with all Class X Aggregator Units was $16.00 per unit. The overall value of the Class X Aggregator Units was derived from the value of the Class A common stock for which the units may be exchanged.

In connection with the acquisitions and business combinations described in Note 18, the Company incurred compensation expense as a result of the issuances of 822,214 shares of restricted Class A common stock in connection with ongoing post-combination employment, which are subject to vesting conditions. These shares of restricted Class A common stock generally vest 1/5th on each annual anniversary of their respective vesting commencement dates. The Company incurred $0.8 million of compensation expense for shares of restricted Class A common stock issued for the three and six months ended June 30, 2026, which is recognized in cost of services in the unaudited condensed consolidated

statement of operations. The unamortized compensation cost related to shares of restricted Class A common stock of $23.2 million as of June 30, 2026 is expected to be recognized over a weighted-average period of approximately 4.8 years.


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Cost of services	$	41,167	$	104,512	$	82,393	$	104,512
Sales, general and administrative	7,113		25,047		11,491		25,047
Total	$	48,280	$	129,559	$	93,884	$	129,559