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

Anduril is converting its RSU program from double-trigger to single-trigger vesting. For employees who have accumulated equity for years without a liquidity event, this is a structural change to when shares become yours and when the IRS gets involved, not a minor plan adjustment. Shares that have already met their time-based vesting requirement will settle in August, and that settlement is a taxable event. Here is what changed, what it means for your income this year, and the planning decisions worth making before then.

Single-Trigger vs. Double-Trigger

	Double-Trigger (Prior Structure)	Single-Trigger (New Structure)
Vesting condition	Time-based vesting AND a liquidity event (IPO, acquisition, or approved tender)	Time-based vesting alone
When tax is triggered	Only upon a qualifying liquidity event, which may never occur	At settlement, tied to time-vested shares, independent of any liquidity event
Tender offer eligibility	Generally excluded unless specifically structured to qualify	Eligible for future company-approved tender offers
Expiration risk	Real risk if no liquidity event occurs within the award term	Removed. Time-vested shares settle regardless of liquidity timing

The Withholding Reality

When shares settle, the value gets treated as ordinary income, the same category as salary, and the default federal withholding is a flat 22 percent. That rate is calibrated for an average employee bonus, not for a settlement event stacked on top of a full year of Anduril salary, and once that combined income is totaled up, it often pushes employees into the 24 percent, 32 percent, or higher marginal brackets, well above what was actually withheld at settlement.

Federal withholding is only part of the picture. If shares are being withheld to cover the tax bill, California applies its own flat supplemental withholding rate of 10.23 percent on top of whatever is withheld federally. This rate is set by the California Franchise Tax Board and applies to bonuses, stock options, and RSU settlements the same way. For the significant share of Anduril employees based in California, this is worth understanding.

Withholding Method: Shares, Cash, or a Blend

Employees generally have more than one way to fund the tax bill at settlement. The default is sell-to-cover, where enough shares are automatically sold to cover the withholding obligation and the remainder is delivered as stock. Employees can also elect to pay the tax bill in cash instead, which preserves the full share count but requires having that cash already sitting in the brokerage account ahead of the settlement date. Many plans also allow a blend of the two, covering part of the obligation with withheld shares and the rest with cash.

Each path has a different effect beyond the tax bill itself. Withholding more shares reduces future upside and concentration in Anduril stock, which can be a benefit for someone already overweight in company equity. Paying in cash preserves the full position but draws down liquid reserves that may be needed elsewhere. A blended approach can moderate both effects, but it still requires having some cash available and still gives up some future upside on the withheld portion. There is no default right answer here. The better path depends on current cash reserves, how concentrated the rest of a person’s portfolio already is, other income for the year, and individual risk tolerance, which is exactly the kind of decision that looks different from one employee to the next.

How Single-Trigger Vesting Changes RSU Liquidity

The bigger shift here isn’t just the tax mechanics, it’s what single-trigger vesting removes from the equation entirely. Under double-trigger, the plan was effectively to wait. Shares sat vested but unsettled, tied to an IPO or acquisition that may or may not happen on any predictable timeline, and employees had no real ability to plan around a date that didn’t exist yet. Single-trigger breaks that dependency. Settlement now happens on a calendar tied to time vesting, not to a liquidity event that was always outside anyone’s control.

That also means the old default of simply waiting for a future liquidity event to make decisions no longer applies. Tender offer eligibility opens up real optionality going forward, but it isn’t a replacement for a plan, since tenders still aren’t scheduled or guaranteed. The practical result is that employees now have a fixed, recurring settlement event to plan around each year, rather than an indefinite holding pattern. That’s a meaningfully different planning posture than what double-trigger allowed for.

Sorting through your withholding election or want a clear picture of what this settlement means for your 2026 taxes? We help Anduril employees work through exactly this. Use the link below to schedule a complimentary consultation.

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This content is for educational and informational purposes only and should not be considered personalized investment, tax, or legal advice. The information provided is general in nature and may not apply to your individual circumstances. All investments involve risk, including the potential loss of principal.
The Freyr Group, LLC does not provide legal or tax advice. Any references to tax-related topics are provided for general informational purposes only, and individuals should consult with a qualified tax professional regarding their specific situation.
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