Anduril 409A Valuation: What Your Shares Are Actually Worth

By Joe Forish, CFA, CFP®|Published On: Oct 22, 2026|Categories: Financial Planning|

Anduril is buying back up to $1.3 billion of employee stock at $94.80 a share, valuing the company near $90 billion. You opened your equity portal, multiplied your share count by $94.80, and sat with the result for a minute. Put that number down. It is not what your shares are worth. Nor is it the number your tax bill is calculated from. The Anduril 409A valuation is a different figure, and it is almost certainly lower. It governs decisions that will cost or save you more than the headline price ever will. Most employees never learn the difference until they have already made an expensive choice.

Three Numbers, and Only One of Them Is Yours

Anduril has at least three prices attached to it right now. They are not interchangeable.

Headline valuation. Roughly $90 billion, per Bloomberg’s reporting on the current tender. It is derived from what investors pay for preferred stock. You do not own preferred stock.

The tender price. $94.80 per share. This is what a buyer will pay you, in this window, for a capped slice of your vested holdings. It is real money. It is also available only while the window is open.

Anduril 409A valuation. An independent appraisal of Anduril’s common stock, which is what you actually hold. It is lower than both figures above. This is the one the IRS cares about.

Two of those numbers are in the news. The third is on your grant paperwork, and it is the one that does the work.

Why Common Stock Is Worth Less Than the Headline

The gap is not an accounting trick. It reflects two real differences.

Preferred shareholders hold a liquidation preference. In a sale, they get paid before common holders do. That protection has value. Common stock lacks it.

Common stock is also illiquid. You cannot sell it when you choose. Appraisers apply a discount for lack of marketability to reflect that. At a company with right of first refusal, board consent, and transfer restrictions, the discount is substantial. The Anduril tender offer guide covers why those restrictions exist and what they mean for your exit options.

The result is predictable. Common stock at a late-stage private company routinely appraises well below the preferred price. That is normal. It is not a sign of anything wrong, and it works in your favor on the exercise side.

What the Anduril 409A Valuation Actually Controls

Five things, all expensive.

Your strike price

Anduril sets option strike prices at the 409A fair market value on your grant date. That is a requirement, not a choice. Setting strikes below fair market value exposes employees to penalty tax under Section 409A of the Internal Revenue Code. That is where the valuation gets its name.

This is why colleagues hired a year apart hold wildly different strikes. Theirs is not better negotiating. It is a different appraisal.

Your AMT exposure on an ISO exercise

When you exercise incentive stock options, the spread between your strike price and the current 409A valuation is the bargain element. You pay no ordinary income tax on it. You do add it to your alternative minimum tax calculation.

That is the number that generates surprise five and six figure tax bills on shares nobody has sold. The Anduril stock options and AMT guide works through the calculation in detail.

Your ordinary income on an NSO exercise

Non-qualified stock options work from the same 409A number and produce a harsher result.

When you exercise an NSO, the spread between your strike and the current 409A is ordinary income immediately. Not a preference item. Not deferred. It lands on your W-2 in the year you exercise, taxed at your full marginal rate, with payroll tax withholding on top. The 22% supplemental rate applies, so NSO holders face the same shortfall as RSU holders do.

That combination is why NSO holders carry the largest immediate cash cost when the 409A rises. You pay the strike price out of pocket. Then you pay ordinary income tax out of pocket. Both on shares you cannot sell.

Your RSU settlement value

If you hold RSUs rather than options, the 409A matters more to you, not less.

Anduril uses single-trigger vesting. Your RSUs settle when they vest, without waiting for an IPO. The 409A valuation on your settlement date does three jobs at once. It sets the ordinary income you report. It sets the 22% supplemental withholding applied to that income. And it becomes your cost basis in the shares you receive.

That makes the 409A the number your entire RSU tax position is built on. The Anduril RSU tax withholding guide covers the gap between that 22% and what you actually owe.

Your out-of-pocket cost to exercise

Exercising costs you the strike price in cash, multiplied by your share count. The Anduril 409A valuation does not change that figure. It changes what you owe on top of it.

The Part That Matters This Month

A 409A valuation is a point-in-time appraisal. Companies refresh it at least every twelve months, and sooner after a material event.

The $1.3 billion employee tender is a material event.

Appraisers weigh recent transactions in a company’s stock. A broad secondary sale at $94.80 is exactly the kind of data point that informs the next appraisal. Nobody outside Anduril and its appraiser knows what the next 409A will be, or when it lands. But the direction is not mysterious.

Here is the consequence for option holders. If the next Anduril 409A valuation comes in higher, every option granted after it carries a higher strike. That matters more for anyone already holding options. The spread on an exercise is measured against the 409A at the time you exercise, not when you were granted. A higher 409A means a larger spread.

For ISO holders, a larger spread means more AMT. For NSO holders it means more ordinary income, at full rates, in the year you exercise. The NSO version is the more expensive of the two and the less widely understood.

For an employee sitting on vested options who intends to exercise eventually, the sequence matters. Exercising while the current appraisal stands is a different tax outcome from exercising after it resets. Whether that makes exercising now right for you depends on your income, your other holdings, your state, and your available cash. That is a modeling question, not a rule of thumb.

RSU holders face the same reset with less control

An option holder can choose to exercise before a new appraisal lands. An RSU holder cannot. Your shares settle when they vest, at whatever the 409A says on that date. Single-trigger vesting means another settlement may arrive without warning, and it will be priced at the appraisal in force then.

A higher 409A produces a larger ordinary income event. It also produces a larger withholding gap, because 22% of a bigger number falls further short of a marginal rate above 35%.

There is one offsetting effect worth understanding. A higher settlement value also becomes a higher cost basis. That reduces the capital gain on an eventual sale. This depends on when you expect to sell and at what price. It is not obviously bad, and it is not obviously good.

Where to Find Your Anduril 409A Valuation Number

You do not need to estimate this. Anduril knows it and so can you.

Option grant agreement. The strike price on each grant is the 409A fair market value as of that grant date. Your oldest grants are a record of the valuation history.
RSU settlement statement. If you have had a settlement, the per share price on that statement is the 409A used. It is also your cost basis, so record it per lot.
Equity management portal. Shareworks and similar platforms typically display the current fair market value used for exercise and settlement calculations.
Your stock administration contact. Internal equity teams will confirm the current figure. It is not confidential to you.
The tender offer documents. Rule 701 disclosure requirements mean a tender this size comes with financial statements. That package is the clearest view inside the company most employees get before an S-1.

Treat any 409A figure you find on a secondary marketplace, a valuation blog, or a forum post as unverified. Those sites quote preferred prices, bid-ask indications, and stale data interchangeably. Your own paperwork is the authoritative source for your own position.

Four Calculations Worth Running Now

These four numbers are worth having in front of you before any equity decision. They also bear on whether to participate in a tender. The current window closes November 9, 2026.

True cost to exercise. Strike price times shares, plus the tax the spread generates at your current income. For ISOs that is AMT. For NSOs it is ordinary income and payroll tax, which is the larger number. If you hold RSUs instead, the equivalent figure is your withholding gap on the next settlement.
After-tax proceeds at the tender price. Not the gross. What arrives after federal tax, state tax, and the holding period treatment that applies to each lot you tender.
Your exposure if you do nothing. What percentage of your net worth is Anduril stock? If the answer is above half, that is a planning fact, not a conviction statement.
The cost of waiting. What a higher 409A would do to the tax on an exercise you were planning, or to the ordinary income on your next RSU settlement.

Each of these depends on detail specific to you: grant dates, grant types, strike prices, settlement dates, holding periods, and your full income picture. No calculator produces a trustworthy answer without them.

Frequently Asked Questions About the Anduril 409A Valuation

What is the current Anduril 409A valuation?

Anduril does not publish it, and no reliable public source reports it. The authoritative figure for your own position is on your grant agreement, your settlement statement, and in your equity portal. Treat any number quoted on a secondary marketplace or valuation site as unverified. It is frequently a preferred share price rather than a common stock appraisal.

Does the 409A valuation affect Anduril RSUs?

Yes, and more directly than it affects options. Anduril uses single-trigger vesting, so RSUs settle at vesting rather than at an IPO. The 409A on your settlement date sets the ordinary income you report, the 22% supplemental withholding applied to it, and your cost basis in the shares. Your entire RSU tax position is built on that one number.

How does the 409A valuation affect Anduril NSOs?

It sets your strike price at grant, and it sets your taxable income at exercise. The spread between the two is ordinary income in the year you exercise, taxed at your full marginal rate with payroll tax on top. There is no AMT treatment and no deferral. A rising 409A therefore raises the cost of exercising an NSO more sharply than it raises the cost of exercising an ISO.

Why is the Anduril 409A valuation lower than the $94.80 tender price?

Because they measure different things. The tender price is what a buyer will pay for your shares in a negotiated window. The 409A is an independent appraisal of common stock, which carries no liquidation preference and cannot be freely sold. Appraisers discount for both.

How often does Anduril update its 409A valuation?

At least annually, and sooner after a material event such as a financing round or a large secondary transaction. The current $1.3 billion tender is the kind of event that typically prompts a refresh. The timing is Anduril’s decision.

Does a higher 409A valuation hurt me?

It depends entirely on where you are. If you hold ISOs and plan to exercise, a higher 409A increases the bargain element and your AMT exposure. As an NSO holder, it increases the ordinary income you report at exercise, which is the costlier outcome. If you hold RSUs, it increases the income on your next settlement, but it also raises your cost basis and reduces the eventual capital gain. When you hold shares outright, a higher appraisal is simply a higher paper value. If you are receiving new grants, it means a higher strike price.

Should I exercise before the next 409A valuation?

Possibly, and possibly not. Exercising earlier at a lower spread reduces the tax and starts your long-term capital gains clock sooner. It also commits real cash to an illiquid position you cannot sell on your own timeline. The right answer depends on your grant type, your income, your liquidity, your state of residence, and your holding periods. Model it before you act.

Is the 409A valuation the same as what my shares would sell for?

No. It is a regulatory fair market value for setting strike prices and calculating tax. It is not a prediction of what a willing buyer will pay. The current tender demonstrates the gap directly.

The Number You Act On Is Not the Number in the News

$94.80 is a headline. Your strike price, your settlement value, and your tax exposure determine what you keep.

The decisions in front of Anduril employees right now do not resolve themselves with a calculator. Should you tender, and how much? Which lots to tender, and in what order? Whether to exercise before the next appraisal resets the spread? Whether your reserve is large enough for a settlement priced higher than the last one. How much of your net worth you are willing to leave in one private company whose liquidity arrives on its own schedule.

Those decisions interact. Tendering the wrong lots can trigger a disqualifying disposition. Exercising an NSO without planning for the ordinary income can produce a tax bill you cannot fund. Doing nothing is a decision too, and it is the one most people make by default.

For the full picture of what you are holding, start with the Anduril employee equity guide.

Fortrove Partners is a fee-only fiduciary firm. We work with pre-IPO employees on exactly these decisions. No products, no commissions. If you want your actual numbers modeled before you act rather than after, that is a conversation worth having this week.

Schedule a free consultation with Fortrove Partners →