Anduril Tender Offer: How to Decide What to Sell Before November 9
The Anduril tender offer lets eligible shareholders sell at $94.80 a share through November 9, and the right amount to sell depends on your taxes, your concentration in one company and what you need the cash for.
This guide walks through the reported terms, the tax side of selling, how much cash to set aside and what to finish before the window closes. It builds on our guide to financial planning for Anduril employees and our article on what to do before an Anduril IPO.
If you want to work through your own shares and numbers before the deadline, schedule a free 15-minute call. You can also review our services and fees to see how we work with Anduril employees.
What are the terms of the Anduril tender offer?
Bloomberg reported on October 14 that the Anduril tender offer prices shares at $94.80, caps the total at about $1.3 billion and runs from October 13 to November 9. The price implies a valuation near $90 billion, compared with the $61 billion set in the May funding round. The report cites people familiar with the deal, and the company declined to comment, so your own tender documents should be your source for the final terms.
The transaction is a secondary sale, which means existing shareholders sell and no new money goes to the company. Reports say it's open to current and former employees in 16 countries, up from the U.S., U.K. and Australia in earlier tenders.
When a tender has a cap, requests above that cap are commonly reduced proportionally. Confirm in your documents whether this Anduril tender offer prorates, because it affects how much you can count on selling.
Should you sell shares in the Anduril tender offer?
Start with your balance sheet instead of a prediction about Anduril's valuation. A tender price is a negotiated price for one transaction, and a future funding round or IPO could price the shares higher or lower. Nobody can reliably forecast which.
Three questions usually shape the answer:
- How much of your net worth is Anduril? Count settled shares, vested options and awards you expect to receive, then compare the total with your retirement accounts, taxable investments, cash and home equity.
- How much does your income depend on the same company? Your salary, bonus and future equity already rely on Anduril, so a large share position adds to that exposure.
- What would the proceeds do? Covering taxes, building cash reserves, funding a home purchase and diversifying are specific uses. Selling with no purpose is harder to justify than selling for one.
Many employees sell in stages, taking some chips off the table now and keeping a meaningful position. Others keep most shares because they have substantial assets elsewhere. Our articles on diversifying a concentrated stock position and selling a large stock position cover the portfolio side of the decision.
How are Anduril tender offer sales taxed?
The tax result depends on what you're selling.
Settled RSU shares. The value included in your income when RSUs settled generally becomes your tax basis, so only the gain above that basis is taxed when you sell. The holding period starts at settlement. Shares held more than a year generally qualify for long-term capital gain rates, and shares held a year or less are taxed at ordinary income rates. If you have several settlement dates, each tax lot has its own basis and holding period, and choosing which lots to sell can change your tax bill.
Stock options. The result depends on the type of option, and incentive stock options can involve alternative minimum tax and disqualifying disposition rules. Review this with your CPA before you tender.
Higher earners. Long-term gains can face federal rates up to 20% plus the 3.8% net investment income tax when income is above the IRS thresholds, and many states add their own tax on top. A large sale can move you into a higher bracket for the year.
How much cash should you set aside from tender proceeds?
Set aside the tax first. Estimate the federal and state tax on the shares you plan to sell, add any tax from other income that year and hold that amount in cash instead of reinvesting it.
Because the sale happens in 2026, the estimated tax is generally due on a schedule, and the final 2026 installment is due January 15, 2027. Another option is raising withholding on your remaining paychecks, which the IRS generally treats as paid evenly through the year. Higher earners generally need to pay at least 110% of the prior year's tax, or 90% of the current year's, to avoid an underpayment penalty, so a large sale can change what you owe in estimates.
The remaining proceeds can go toward your goals. Cash you intend to use within a few years belongs in conservative holdings, and long-term money can join a diversified portfolio that reflects your whole balance sheet.
What should you finish before the Anduril tender offer closes?
- Read the tender documents for eligibility, proration, deadlines, paperwork and any limits on how many shares you can sell.
- List your shares by settlement date, basis and holding period, and note any options.
- Ask your CPA to model taxes at a few sale sizes, including the withholding gap.
- Write down the percentage of your net worth you're comfortable having in Anduril.
- Decide what the proceeds will do before you submit your election.
- Check company trading policies if you're an officer or otherwise treated as an insider.
- Submit your election early, since paperwork and approvals can take time.
What if you've already left Anduril?
Reports say former employees can take part in this Anduril tender offer. Your eligibility and the number of shares you can sell depend on how your shares are held and the terms of your agreements, so confirm both with the tender administrator before the deadline.
Making your decision on the Anduril tender offer
A sound decision on the Anduril tender offer comes from your numbers: how much of your wealth is in Anduril, what the sale would cost in taxes and what the money will do. With a November 9 deadline, the planning has to happen in the next few weeks.
If you'd like to work through your shares, tax lots and sale sizes together, schedule a conversation or see how we work. You can also read more about our approach to equity compensation.
Key Takeaways
- The Anduril tender offer reportedly prices shares at $94.80, is capped at about $1.3 billion and closes November 9.
- Check your tender documents for proration, because requests above the cap may be reduced.
- Base the decision on your balance sheet and what the proceeds will do, not on a valuation forecast.
- Settled RSU shares are taxed on the gain above basis, and the holding period starts at settlement.
- Options, especially incentive stock options, need separate tax review before you tender.
- Set aside cash for taxes, and plan estimated payments or extra withholding.
- Submit your election early and confirm eligibility if you've left the company.
Gabriel Motta, CFP®, MBA
Gabriel Motta, CFP®, MBA, is the founder and principal of Inclinevest Wealth Management, a fee-only fiduciary retirement financial advisor and financial planner. He works with high-net-worth pre-retirees and retirees nationwide, with particular experience serving aerospace and defense professionals. As a retirement planner and wealth manager, Gabriel helps clients navigate retirement income planning, Social Security strategy, tax-efficient withdrawals, and equity compensation. Gabriel is a NAPFA and XY Planning Network member. Learn more about Gabriel and Inclinevest Wealth Management or schedule a conversation.
Sources
- Bloomberg, Anduril to Sell Insider Shares at Roughly $90 Billion Valuation, October 14, 2026
- Internal Revenue Service, Publication 525, Taxable and Nontaxable Income
- Internal Revenue Service, Publication 551, Basis of Assets
- Internal Revenue Service, Publication 505, Tax Withholding and Estimated Tax
- Internal Revenue Service, Topic No. 409, Capital Gains and Losses
- Internal Revenue Service, Topic No. 559, Net Investment Income Tax
- Internal Revenue Service, Publication 5992, Equity-Based Compensation Audit Techniques Guide
This article is for general informational and educational purposes only. It isn't personalized investment, tax, or legal advice, and it shouldn't be relied on as a substitute for guidance specific to your situation. Inclinevest LLC is a registered investment adviser. Registration doesn't imply any level of skill or training. Please consult a qualified professional before making decisions about your own financial circumstances.
