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The August 2026 single-trigger settlement turned years of vested RSUs into shares of Anduril common stock. That was ordinary income, whether or not you sold a single share.
The questions it leaves behind are personal: a tax bill your withholding may not have covered, an expected December settlement to fund, a concentrated equity position you mostly can’t sell, and what to do when a tender window opens.
Phil de la Motte
// ADVISOR, PROSPERO WEALTH · 25 YEARS IN TECH
Phil spent 25 years in the tech industry, including VP roles, before reaching financial independence and becoming an advisor. He works with Anduril employees and their families on the decisions this guide covers: settlement taxes, recurring funding, concentration, and tender participation. His practice is built on advice he has taken himself.
// WHAT CHANGED
August 2026 turned a promise into actual shares.
In June 2026, Anduril announced it was converting its RSUs from a double-trigger structure to a single-trigger structure. Under the old structure, two things had to happen before RSUs became stock: time-based vesting, and a liquidity event such as an IPO. The second requirement is gone. Vesting alone now converts RSUs into shares you actually own, and in August it did, in one large settlement.
That one change rewired the decisions in front of every RSU holder:
Settlement is a taxable event. The value of shares at settlement is generally treated as ordinary compensation income, the same as salary, in the year the shares settle.
The long-term capital gains clock started. Settlement sets your cost basis and starts the holding period, so growth after settlement may qualify for long-term capital gains treatment if you hold long enough.
Liquidity is now possible, on Anduril’s schedule. Settled shares may be eligible for future company-run liquidity events. They did not become freely tradable.
The Anduril equity arc: where you are now
Behind you
August 2026
RSU settlement
Time-vested RSUs settled into common stock. Ordinary income recognized at the company’s 409A valuation.
Expected
December 2026
Next settlement cycle
Newly vested RSUs are expected to settle on a recurring cadence: another income event, another funding decision.
Expected cadence
Roughly semiannual
Tender offers
Anduril has indicated it intends to run employee tender offers on a regular, roughly semiannual cadence. Terms, pricing, and eligibility are set by Anduril offer by offer.
Intended, no timeline
Eventually
IPO
Anduril has said it intends to go public but has announced no timeline. Lockup rules would apply at that point.
Sequence based on public reporting as of August 2026. Anduril sets and may change all program terms.
// THE TAX BILL
Settlement was taxed like salary. Your default may not cover it.
When RSUs settle, U.S. tax law generally treats the fair market value of the delivered shares as ordinary compensation income, reported on your W-2 for the year of settlement. The tax was due whether the settlement was welcome or not; the open question for many employees is whether enough was withheld.
Federal tax on supplemental wages, which is how RSU income is typically withheld, follows a flat-rate rule: 22% on supplemental income up to $1 million in a calendar year, and 37% on amounts above it. For an engineer whose settlement pushed total income into the 32–37% marginal brackets, a 22% default can under-withhold by a wide margin. The difference comes due at filing, and it can create estimated-payment obligations along the way.
One worked example: how a gap opens
RSUs settling (hypothetical)
$400,000
Withheld at the 22% federal default
$88,000
Owed at a 35% federal marginal rate
$140,000
Federal gap due at filing
$52,000
Illustrative hypothetical only, not advice: one filer, one rate assumption. Your numbers depend on total income and filing status, and state income tax (California’s top marginal rate exceeds 13%) stacks on top of every line.
The planning work between now and filing season is unglamorous but valuable: project your total-year income with the settlement included, compare it against what was actually withheld, and decide whether a quarterly estimated payment belongs on your calendar.
That last step carries more weight than it sounds like it does. U.S. tax is pay-as-you-go, so a shortfall is not simply settled in April. When required quarterly estimated payments are not made, the IRS can assess an underpayment penalty, charged like interest on what was owed and unpaid at each quarterly deadline. Safe-harbor rules generally waive it when withholding plus estimated payments reach 90% of the current year’s tax or 100% of the prior year’s (110% at higher income levels), which is why running the projection before the next deadline beats discovering the gap at filing. California sets its own estimated-payment rules and penalties on top of the federal ones.
Employees outside the U.S. face country-specific rules entirely; this guide addresses U.S. taxpayers.
// THE RECURRING DECISION
Expect to make to the same decision again in December.
Under the single-trigger structure, Anduril RSUs are expected to keep vesting and settling, with the next settlement expected in December. Each one would bring new income at the then-current valuation, and a new decision about how to fund the tax.
In August, employees could generally fund the bill through share withholding, a cash payment, or a mix. Whether every option continues to be offered at future settlements, particularly the direct cash-payment path, is Anduril’s call, and it hasn’t been announced. The durable planning move is to be ready for both paths:
Know your set-aside rate. A reasonable estimate of your combined marginal rate, applied to expected vesting, tells you what each settlement cycle costs to keep every share. Work that out before the window opens, not during it.
Treat “pay cash, keep shares” as an investment decision. Paying taxes out of pocket to avoid share withholding is economically similar to buying more Anduril stock at the settlement valuation. That may be exactly what you want. It also deserves the same scrutiny as any other purchase of a concentrated, illiquid position.
Be careful with borrowed money. Some employees reportedly borrowed to fund August’s bill and keep every share. Debt against an illiquid position adds a second risk on top of the first, because repayment doesn’t wait for a tender. Run the full numbers on that decision before any window opens.
// THE RECURRING QUESTION
"Have you thought through all the tax issues around this next RSU vesting? Understanding this is critical. Poor tax planning often results in unexpected tax bills and higher-than-expected tax rates." — Phil de la Motte, Prospero Wealth
// THE POSITION
Real shares. But still restricted.
Anduril remains a private company: settled shares are not tradable on any exchange, and public reporting indicates transfers outside company-approved liquidity events are prohibited. Owning the stock and being able to sell the stock are, for now, two different things.
How liquidity works for your RSUs
// WHAT YOU HOLD
Settled common stock
Real ownership, restricted transfer. Held in your equity account.
→
// THE PATH
Company-run liquidity events
Tender offers on a regular cadence, plus an eventual IPO. Anduril sets the terms of each.
✕ NOT A PATH
Selling to an outside buyer or on a secondary marketplace
✕ NOT A PATH
Pledging shares as loan collateral
✕ NOT A PATH
Forward contracts or agreements giving others rights to your shares
Based on publicly reported transfer restrictions. Anduril sets and enforces its own equity-plan terms, and your grant agreement governs.
This is also why your inbox may be filling up. Employees at private companies with valuable equity attract unsolicited offers: to buy shares, lend against them, or “unlock liquidity.” Treat them with skepticism: offers that route around company-approved processes generally can’t close, and pursuing them can put your equity at risk under the transfer restrictions you agreed to. A firm that opens with urgency about your own stock is telling you something about its incentives.
Then there’s the position itself. A concentrated holding in a company you believe in can be a powerful wealth builder. It has also concentrated your salary, your equity, and your career on one balance sheet. The planning question is whether the rest of your finances are arranged so that holding stays a deliberate choice, one you’re positioned to remake on your own terms at every settlement and tender. Our concentrated positions guide covers the broader toolkit.
// THE TENDER
Selling happens at a tender. Deciding happens before.
A tender offer is a company-run window in which eligible shareholders may sell a portion of their shares at a price the company sets for that offer. Anduril has indicated it intends to run employee tender offers regularly, roughly every six months, and settled RSU shares may be eligible to participate. Eligibility, size limits, pricing, and timing are defined offer by offer.
Three things worth understanding before any window opens:
Different prices answer different questions. The 409A valuation is an appraisal used for tax purposes, a funding round is a price negotiated with new investors, and private-market quotes reflect what outside buyers have reportedly paid. A tender price is set per offer and can sit above or below any of them. None of these numbers is a promise about the next one.
Selling in a tender is a tax event with lot mechanics. Shares sold within a year of settlement generally produce short-term treatment on any gain since settlement; shares held longer may qualify for long-term rates. Which lots you tender, and which you keep, changes the math.
Start from your goals. “Will the price be higher later?” is unanswerable. “What would this cash do for my next five years?” is not. Funding tax bills, de-risking a house purchase or a runway fund, and right-sizing the position so a drawdown wouldn’t change your plans are reasons to participate; conviction, at a size you can genuinely carry, is a reason to hold. Most thoughtful answers land on a percentage.
If a tender is announced, the sequence is straightforward: know your lots and basis (your equity portal reports them), model the tax on what you’d sell, and read that offer’s specific terms before the deadline. Our RSU planning guide and tax-aware long/short portfolios page cover what can come after, including what to do with proceeds.
Bring the settlement report and let us do the math.
A conversation typically covers what you hold, what December could mean for your cash flow, and whether working together makes sense.
// QUESTIONS
Common questions about Anduril equity.
Do I owe taxes on settled RSUs even if I didn’t sell anything?
Generally, yes. Under U.S. tax law, the fair market value of shares delivered when RSUs settle is treated as ordinary compensation income for that year, regardless of whether you sell. Withholding typically covers part of the bill, but not always all of it.
Why might my withholding not cover what I actually owe?
Federal supplemental-wage withholding defaults to a flat 22% (37% above $1 million of supplemental income in a year), while high earners often face 32–37% marginal rates, and state tax stacks on top. The difference is due at filing, and quarterly estimated payments may be required in the meantime. Skipping required payments can add an IRS underpayment penalty on top of the tax itself, though safe-harbor rules generally waive it if withholding plus estimated payments reach 90% of the current year’s tax or 100% of the prior year’s (110% at higher income levels).
What is a 409A valuation, and why do different Anduril share prices circulate?
A 409A valuation is an independent appraisal of a private company’s common stock used for tax purposes, including valuing RSU settlements. Funding-round prices and reported secondary-market quotes are set by different buyers answering different questions, so they can differ substantially from the 409A. A future tender price is set per offer and may be higher or lower than any of them.
When can I actually sell my Anduril shares?
Generally only in company-run liquidity events, such as a tender offer, or after an eventual IPO. Public reporting indicates Anduril restricts transfers outside approved events, so unsolicited offers to buy, lend against, or “unlock” your shares deserve real skepticism.
What happens at the December settlement?
Under the single-trigger structure, newly vested RSUs are expected to settle on a recurring cadence, creating ordinary income at the then-current 409A valuation. Funding mechanics (share withholding, cash payment, or a mix) are set by Anduril each cycle, so plan for both paths rather than assuming this summer’s options repeat.
How should I think about participating in a tender if one is offered?
Start from your goals rather than a price prediction: fund known tax bills, de-risk near-term goals, and size what remains so you could hold it comfortably through a drawdown. Then check the specific offer’s eligibility, limits, and pricing, and model the tax on the lots you’d sell. For many people the answer lands on a percentage of the position.
What happens to my shares if Anduril goes public?
At an IPO, common stock generally becomes tradable on an exchange after any lockup period, commonly around 180 days and sometimes staggered, that restricts insider sales at first. Anduril has said it intends to go public eventually but has announced no timeline, so an IPO belongs in your planning as a scenario without a date attached.
DISCLOSURES
This guide is for educational purposes only and does not constitute personalized investment, tax, or legal advice. Examples are hypothetical and illustrative. Consult a qualified tax professional regarding your specific situation before acting.
Prospero Wealth is not affiliated with, endorsed by, or compensated by Anduril Industries, Inc. Information about Anduril’s equity programs is drawn from public reporting as of August 2026; Anduril sets, controls, and may change all program terms, and your grant agreement and official plan documents govern. Tax rates and rules referenced are those in effect under current U.S. federal and state law and are subject to change.
Investing involves risk, including possible loss of principal. Private-company shares are illiquid, and no liquidity event is guaranteed. Prospero Wealth, LLC is an Investment Adviser registered with the SEC, principally located in the state of Washington. Registration with the Securities and Exchange Commission does not imply a certain level of skill or training.
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