Most equity guides written for tech employees assume a few comfortable things. They assume you can exercise early and sell into a secondary market whenever cash gets tight. They assume borrowing against your position is a neutral, technical move – like refinancing a car. They assume your biggest risk is picking the wrong month to sell. If you hold Anduril employee equity, none of those assumptions hold.
You work for a defense prime. A significant share of people reading this hold a security clearance. Your shares carry transfer restrictions that go well beyond a standard right of first refusal. Meanwhile, the company is on a trajectory – $1B in revenue in 2024, $2.2B in 2025, a projected $4.3B in 2026 – that has made an eventual public offering a matter of timing, not possibility. Palmer Luckey has said publicly that an IPO is likely within the next few years.
That combination creates a planning window. It is open right now. It closes the day a registration statement goes public, because after that, your options narrow to whatever you already set up.
This guide walks through what your Anduril employee equity actually consists of, what it will cost you to act on it, and the one constraint that makes Anduril different from every other company on your peers’ résumés.
What Your Anduril Employee Equity Actually Is – and How to Find Out in 10 Minutes
Before any of the math matters, you need to know which instrument you have. People routinely get this wrong, and the wrong answer changes every downstream decision.
Open your equity platform and your original grant agreement, and locate these six things. Do not rely on your offer letter – it is a summary, and summaries drop the terms that matter most.
1. The Instrument Type
Are you holding incentive stock options (ISOs), non-qualified stock options (NSOs), restricted stock units (RSUs), or some combination? Many employees who joined earlier hold options; grants made at higher valuations are more often RSUs. You may hold both.
2. Your Strike Price, Per Grant
Each grant carries its own strike price. The grant you received in 2022 and the one from 2025 are entirely different financial instruments with entirely different tax profiles.
3. Your Vesting Schedule
Note how much has vested and whether you have cleared a cliff. Unvested equity is, legally speaking, not yours yet.
4. The Post-Termination Exercise Window
Usually 90 days from your last day, sometimes longer. This single clause has cost more employees more money than any market move in history. If you resign without knowing this number, you may have 90 days to either come up with a potentially six-figure exercise cost or walk away from the position entirely.
5. RSU Vesting Conditions
Single-trigger RSUs tax you when they vest. Double-trigger RSUs require both a time condition and a liquidity event, meaning nothing happens – no shares, no tax bill – until that second trigger fires. Which one you hold determines whether an IPO hands you a windfall or an unexpected tax liability you cannot immediately cover.
6. The Current 409A Valuation
A 409A valuation is an independent appraisal of the fair market value of a private company’s common stock, conducted by a third-party firm and required by the IRS. It is the number your employer uses to set strike prices on new option grants, and it is the number the IRS uses to calculate your tax liability when you exercise. It is also the figure you need for any honest analysis of your position.
The 409A is not the same as the company’s headline valuation from a press release. Financing round valuations reflect what investors paid for a specific class of shares under specific terms. The 409A is a separate, IRS-governed appraisal of common stock. Understanding the difference matters because your tax is calculated against the 409A, not the round valuation – and the two numbers are not the same thing. Find your current 409A in your equity platform or grant agreement before you run any exercise math.
Your Anduril Employee Equity Against a $61B Mark
Anduril’s valuation history is the fastest way to understand the position you are sitting on. Find the year you joined.
| Round | Date | Raised | Valuation |
|---|---|---|---|
| Series D | June 2021 | $450M | $4.6B |
| Series E | December 2022 | $1.48B | $8.5B |
| Series F | August 2024 | $1.5B | $14B |
| Series G | June 2025 | $2.5B | $30.5B |
| Series H | May 2026 | $5B | $61B |
Round history per Crunchbase. Secondary-market marks have at times traded above the last primary round; reported figures vary and are not an appraisal of your common stock.
If you joined before the Series F, your strike was set against a company valued at a fraction of today’s mark. That spread is the good news. It is also the entire problem, because in the American tax system the spread becomes taxable when you exercise – not when you sell.
You can owe six figures on shares you cannot convert to cash. That is not a hypothetical. It is the single most common way equity-rich employees at pre-IPO companies land in serious financial trouble.
The AMT Bill Anduril Employee Equity Holders Don’t Budget For
If your options are ISOs, exercising them does not create ordinary income for regular tax purposes. Instead, it creates a preference item under the alternative minimum tax (AMT). The bargain element – the spread between your strike and the 409A value on the day you exercise – gets added to your income under a parallel tax calculation that runs alongside your regular return.
Two changes in 2026 make this considerably worse than it was in prior years.
First, the AMT exemption phaseout thresholds dropped to $500,000 for single filers and $1,000,000 for married filing jointly. Second, the phaseout rate doubled from 25 cents to 50 cents per dollar above those thresholds. The exemption now disappears twice as fast as it used to. For 2026, the exemption is $90,100 for single filers and $140,200 for married filing jointly. The AMT rate is 26% on AMT income up to $244,500 and 28% above it.
A Worked AMT Example
Here is what these rates produce in practice. The figures below are illustrative – your grant, your 409A, and your household income will differ – but the problem is real.
Consider an engineer who joined Anduril in 2022, files married jointly, and has household W-2 income of $520,000. She holds 20,000 vested ISOs at a $1.20 strike. The current 409A common value is $22.00 per share. She exercises all of them in a single calendar year.
| Item | Amount |
|---|---|
| Bargain element (20,000 × $20.80) | $416,000 |
| Household W-2 income | $520,000 |
| Approximate AMT income | $936,000 |
| Less MFJ exemption (below phaseout) | ($140,200) |
| AMT base | $795,800 |
| 26% on first $244,500 | $63,570 |
| 28% on remaining $551,300 | $154,364 |
| Tentative minimum tax | $217,934 |
Her regular tax on that income runs roughly $109,000. She owes the difference – approximately $109,000 in additional tax – in cash, next April, on shares she still cannot sell. The company’s value has not changed by a dollar. She simply has a bill.
There is a further trap embedded in the new rules. The bargain element raises your AMT income, which can push you past the phaseout threshold, which then erodes the very exemption that would have sheltered part of your liability. A large exercise partially destroys its own cushion. This dynamic is precisely why exercising in tranches across multiple tax years frequently beats a single all-at-once exercise – and why the modelling has to happen before you click the button, not at filing time.
If your options are NSOs rather than ISOs, the mechanics differ: the spread is ordinary income at exercise, withheld through payroll. Less nuanced, and often a larger immediate bill.
The question is never “should I exercise?” It is “how many, in which tax year, funded how, and what happens if the value falls afterward?”
The Security Clearance Layer: Why Standard Exercise Advice Can Hurt You
This section does not exist in any generic equity guide. It is also the reason a great deal of otherwise competent financial advice is simply wrong for anyone holding Anduril employee equity.
The conventional playbook for funding an exercise goes like this: you do not have $109,000 in cash, so you borrow. A margin loan, a non-recourse advance against the shares, a personal line of credit, or a specialist lender who finances option exercises in exchange for a share of the upside. In Silicon Valley this is an unremarkable, purely technical decision.
If you hold a security clearance, it is not a purely technical decision.
Financial considerations fall under Guideline F of the federal adjudicative guidelines, and financial issues remain among the most common reasons clearances are denied or revoked. The concern is not that you are bad with money. The stated rationale is vulnerability: a person under financial pressure is more susceptible to inducement. Debt you cannot service, obligations you cannot explain, and – this surprises most people – sudden unexplained increases in wealth all draw scrutiny under continuous vetting.
Under continuous evaluation, you are in a permanent reporting posture rather than a five-year review cycle. Categories that are commonly reportable include bankruptcy, liens, wage garnishment, evictions, delinquencies past 120 days, outside income sources, and significant financial windfalls. Failing to self-report something reportable is frequently worse than the underlying issue, because it opens a second problem under Guideline E for personal conduct.
What This Changes in Practice
None of this means you cannot borrow to exercise. It means the structure has to be one you can service and explain under adverse conditions – including a scenario where the 409A falls, the IPO slips two years, and you are carrying the loan on salary alone. A structure that is merely tax-efficient is not sufficient. It also has to be defensible.
Three practical consequences follow from this reality.
Model the Downside Before the Upside
Run the exercise assuming the value drops 40% and stays there for three years. If that scenario produces debt you cannot service, the structure is wrong – regardless of what it saves you in tax.
Prefer Structures That Cannot Become Delinquent
Exercising a smaller number of shares with cash is often better than exercising all of them on credit, even when the leveraged option looks better on a spreadsheet. A smaller, clean position beats a larger, fragile one.
Know Your Reporting Obligations in Advance
Confirm with your facility security officer what your specific program requires before a large exercise or liquidity event. A reportable event you disclosed promptly is an administrative matter. One you did not disclose is something else entirely.
Advisors who have not worked with cleared personnel will not raise any of this. It does not appear in standard equity-planning workflows because, for most of their clients, it does not exist.
Tender Offers, ROFR, and Liquidity Options for Anduril Employee Equity
Anduril has run employee tender offers – structured windows in which employees can sell a defined portion of vested holdings at a set price. For most Anduril equity holders, this is the only realistic path to liquidity before an IPO.
Treat each tender as a distinct event with its own rules, because the terms reset round by round. Before participating, confirm the following.
Eligibility. Are current employees only eligible, or former employees too? Is there a minimum tenure requirement? Can unexercised options be tendered, or only shares you already hold?
The cap. Almost always a percentage of vested holdings, not the entire position.
The price relative to the 409A. A tender price above the 409A can influence subsequent valuations.
The tax treatment of your specific shares. Holding period determines whether the gain is long-term or short-term. If you exercised ISOs, selling within the qualifying holding period windows creates a disqualifying disposition – converting favorable treatment into ordinary income.
Why You Cannot Simply Sell on a Secondary Market
Private company shares carry transfer restrictions. A right of first refusal lets the company match any outside offer. Board consent is typically required. Many plans prohibit transfers outside company-sanctioned windows outright – and forward contracts or other synthetic workarounds are commonly barred as well, sometimes with forfeiture as the penalty.
At a defense company, there is an additional filter. Export control rules and foreign ownership, control, or influence (FOCI) considerations mean the buyer’s identity matters in a way it simply does not at an ordinary software company. A significant portion of the offshore capital that provides private-market liquidity is not a permissible buyer for Anduril shares. Your practical universe of buyers is intentionally smaller than a peer’s at a commercial technology firm.
The planning implication is straightforward: do not build a financial plan that depends on selling Anduril employee equity at a time of your choosing. Build one that assumes liquidity arrives only when the company opens a window – and treat any tender you can access as a scarce resource to be allocated deliberately, not a recurring event you can catch next quarter.
If Anduril Files: What Happens to Your Employee Equity
There is no announced filing timeline. The sequence, however, is predictable enough to prepare for – and preparation is almost entirely done beforehand.
The S-1 becomes public. Financials, risk factors, and share counts become visible. You can finally calculate your ownership percentage with confidence.
A blackout window closes. Company-imposed trading restrictions typically begin before the filing and continue well past the offering date.
Pricing and first trade. The opening price is set. Paper value becomes a public number – and generally a volatile one.
Double-trigger RSUs settle. If you hold them, the liquidity condition is satisfied and shares are delivered as ordinary income, usually with shares withheld for taxes at a statutory rate that often falls below your actual marginal rate. That gap creates an underpayment to settle next April.
The lockup runs. Typically 180 days, sometimes with earlier partial releases tied to price conditions. You watch the price without the ability to act.
Lockup expiry. You can sell. So can several thousand colleagues, which is itself a material factor in the post-lockup price.
Two things are worth internalizing well before a filing date. Almost every meaningful lever – exercising NSOs early to start a holding period, spreading AMT liability across tax years, establishing a trust for gifting, setting a written diversification schedule – has to be pulled before the registration statement goes public. Afterward, you are largely a passenger. Additionally, the gap between the price at first trade and the price at lockup expiry has been very large in both directions at many recent offerings. Employees who planned for a single number were consistently the ones who got hurt.
When Your Anduril Employee Equity and Your Paycheck Share the Same Risk
Every employee at a high-growth private company carries concentration risk. Anduril employee equity holders face a specific version of it worth naming clearly.
Your salary, your unvested equity, and your vested equity all depend on the same underlying variable: sustained federal and allied defense spending directed toward this company’s specific programs. Program awards are lumpy. Appropriations move with politics and continuing resolutions. A protest or a cancelled program can affect Anduril’s revenue outlook and your job security in the same quarter, from the same cause.
Compare that with an engineer at a diversified enterprise software firm. Their employer’s revenue comes from thousands of customers across many sectors. Yours comes from a small number of very large customers who share a single budget authority.
This does not make Anduril a bad place to hold equity. Revenue has more than doubled year over year, and the demand environment is evident. It does mean the rest of your balance sheet has a job to do – and that job is to look nothing like your employer. In practice: an emergency reserve sized to a longer job search than you would otherwise assume, retirement assets weighted deliberately away from aerospace and defense exposure, and a written diversification schedule set before any liquidity event rather than during one.
Your Next 90 Days
You do not need to make an irreversible decision this quarter. You do need to know what you are holding, because the employees who get hurt are consistently the ones who find out during the blackout.
Pull every grant document. Not the offer letter. The grant agreement and the plan document, for each grant separately.
Write down the six variables. Instrument, strike, vested count, exercise window, vesting conditions, current 409A. One row per grant.
Model the AMT on a full exercise and on three partial exercises. The difference between exercising 20,000 shares in one year and 5,000 shares a year for four years is frequently larger than any other investment decision you will make this decade.
Stress-test any borrowing against a 40% drawdown. If you hold a clearance, this is a career question, not merely a financial one.
Confirm your reporting obligations with your security officer. Before a liquidity event, not after.
Decide your tender policy in advance. What percentage will you sell at the next window, and what are the proceeds designated for? Decide while the number is abstract and you can think clearly.
Write the diversification schedule. How much you will sell, at what intervals, after any lockup. Written in advance, it is a plan. Written during, it becomes a reaction.
Frequently Asked Questions
Should I exercise my Anduril options now or wait?
It depends on your instrument, your strike price, the current 409A, your household income, and whether you could service the resulting tax bill if the value fell. Exercising NSOs early starts your capital gains holding period and locks in a lower bargain element, which can be worth a great deal over time. It also converts a free option into an illiquid position plus a tax liability. There is no general answer, and anyone who gives you one without reviewing your grant documents is guessing.
What happens to my options if I leave Anduril?
Vested options typically must be exercised within a defined window after your last day – commonly 90 days, though terms vary by plan. Miss the deadline and they expire worthless, regardless of value. Unvested equity is generally forfeited. Review your specific grant agreement before you resign, not after, because the exercise cost is often substantial and the window is short.
Can I sell Anduril shares on a secondary market?
Generally only through a company-sanctioned tender offer. Transfer restrictions, a right of first refusal, and board consent requirements all apply. Beyond that, export control and foreign ownership considerations narrow the permissible buyer pool further than at a typical private technology company. Attempting a workaround can result in forfeiture of the shares.
Will an Anduril IPO trigger a tax event for me automatically?
If you hold double-trigger RSUs, yes – the liquidity event satisfies the second condition and the shares become ordinary income on settlement, typically during the lockup period when you cannot sell to cover the bill. If you hold options, no: an IPO does not itself create a taxable event, though it changes what your exercise and sale decisions will cost going forward.
Does exercising options affect my security clearance?
Exercising, on its own, does not. How you fund it can. Debt you cannot service falls under Guideline F, and significant unexplained changes in your financial position attract scrutiny in either direction. Confirm your reporting obligations with your security officer before a large exercise or any liquidity event.
Is the $61B valuation the price of my shares?
Not exactly. That figure reflects the price investors paid for a specific class of preferred shares, which carry liquidation preferences and other protections that common stock does not. The fair market value of your common shares is determined separately through the company’s 409A appraisal process — and that number is what drives your tax calculation. The two figures are not the same, though the exact relationship depends on terms you would need to verify in your own grant documents and the current 409A.
One Conversation, Before the Window Closes
Fortrove Partners is a fee-only financial planning firm built for technology employees whose net worth sits largely inside a single company. No commissions, no product sales, no assets under management minimum.
If you hold Anduril employee equity and have not modelled what exercising would actually cost you, that is the conversation worth having before a filing date appears on a calendar.
This article is educational and does not constitute tax, legal, or investment advice for any individual. Anduril Industries has not reviewed, endorsed, or contributed to it, and Fortrove Partners is not affiliated with the company. Equity plan terms vary by grant and are governed by your own grant agreement and plan documents – verify every term against yours. Valuation figures reflect reported financing rounds and may not correspond to the fair market value of common stock. Tax figures reflect 2026 federal rules; the example shown is illustrative only. Security clearance reporting obligations vary by agency and program – confirm yours with your facility security officer.
Fortrove Partners is a fee-only financial advisory firm serving tech employees and executives. Please consult a qualified tax professional and a CERTIFIED FINANCIAL PLANNER® professional before implementing any strategy discussed here.