Written By:
Max Michalczik CFP® | Space & Defense
Kekoa Pfau ChFC® | Space & Defense

Anduril has a history of running periodic tender offers, giving employees a window to sell shares to outside investors. Historically, RSUs were double trigger, meaning they only settled once both a time-based vesting requirement and a liquidity event had occurred. A tender offer could serve as that second trigger, but only for whatever group of RSUs Anduril chose to release as part of that specific event. Employees found out where they stood when the tender was announced: some got word that a portion of their RSUs were being released and could be sold, while others with the same double trigger RSUs got no release and could only sell common stock they already held from exercised options.

That structure changed. Anduril has moved to single trigger RSUs, which means vesting alone now settles the award into common stock on schedule, independent of whether a tender is happening or whether the company chooses to include a given grant in one. The practical effect is that employees no longer have to wait and see whether their specific grants get selected for release when a tender is announced. If your RSUs have vested, you already hold common stock, and that positions you to participate in whatever tender comes next, whatever your particular vesting schedule happens to be.

Anduril Single Trigger RSUs and Tender Offer Eligibility

Under the old double trigger structure, whether your RSUs could be sold in a given tender was something Anduril decided when that tender was structured, not something employees could plan around in advance. Two employees with identical vesting schedules could end up in very different positions depending on whether the company chose to release their particular grants that round.

Single trigger RSUs remove that uncertainty. Once a tranche vests, it settles into common stock on schedule, the same way it would at a public company. There’s no separate company decision about whether your shares get released for a specific tender. By the time a tender offer opens, employees whose RSUs have already settled are simply holding common stock like anyone else, without having waited on a company-by-company, event-by-event release decision to find out where they stand.

RSU Holders vs. Exercised Options at Anduril

Employees who have been at Anduril long enough to have exercised stock options have held common stock for a while, independent of whatever the company decided about any given tender’s RSU release. That group’s position hasn’t changed much. What’s different is everyone whose equity was RSU-heavy: instead of finding out at each tender announcement whether their grants happened to be included in that round’s release, they now hold common stock automatically as each tranche vests, on a schedule they can see coming.

That means “will my RSUs be part of this tender” isn’t the right question to be asking anymore. The better question is simply what’s already settled, since settled RSUs behave like any other common stock the next time a tender comes around.

Before any tender offer opens, it’s worth understanding exactly what you’re holding: unsettled RSUs still aren’t common stock and still aren’t tender-eligible, but RSUs that have already vested under the single trigger structure are, right alongside common stock from exercised options. Knowing which bucket each grant falls into, without needing to wait on a company announcement to find out, is the actual advantage of the new structure.

Anduril Tender Offer Rules and Terms

When a tender offer does open, it does not automatically mean every employee can sell everything they hold. These offers still come with their own terms: sale quantity caps per employee, defined windows to participate, and rules that can vary from one tender to the next. Reading the actual terms of any offer, rather than assuming last year’s rules still apply, still matters every time one of these comes around. What’s changed is that whether your RSU-derived shares are even in the conversation no longer depends on a separate release decision tied to that specific event.

For employees holding common stock from settled RSUs, a tender offer is a chance to convert years of equity comp into actual liquidity, or to diversify out of a position that’s been building up on a fixed schedule since the switch to single trigger. For longer-tenured employees with exercised options, the calculus is more familiar, but their overall position eligible to sell may now be larger too, if they also have RSUs that have settled this year.

How to Prepare for an Anduril Tender Offer

What you should have ready before a tender offer opens depends on what you actually hold, and Anduril employees are not all in the same position. Some have common stock from exercised options, some have RSUs that have already settled under the single trigger structure, some have both, and some still have RSUs that haven’t vested yet and aren’t part of the picture regardless of what happens with any tender.

Whatever mix applies to you, a few things are worth having clarity on before an offer is announced: exactly what you’re holding as settled common stock versus what’s still unvested, what your actual cost basis and tax exposure look like on anything that’s already settled, and how concentrated your overall position in Anduril has become relative to the rest of your financial picture. None of that depends on guessing when the next tender will open or which grants it might cover. It’s simply an accurate picture of where you stand today, so that whenever a window does open, you’re deciding from a place of clarity instead of working through basic questions for the first time under a deadline.

Bottom Line of Anduril Tender Offer: What Changed With Your RSUs

The move to single trigger RSUs took tender eligibility out of Anduril’s hands on a case-by-case basis and put it on a fixed vesting schedule instead. Employees no longer have to wait for a tender announcement to find out whether their grants made the cut. If your RSUs have vested, you’re holding common stock, and knowing that ahead of time is what determines whether you’re ready to act if and when the next window opens.

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