There are two ways you can see if a portion of your RSUs are being released:

1. In the email Anduril sent kicking off the tender event, the first paragraph should either say "If you're getting this email, you are part of a group of employees that have enough stock options and/or shares to participate in the tender without your RSUs being impacted" or it should say a portion of your RSUs are being released.

2. Log in to Shareworks, navigate to the tender offer, and go down to "Sale quantities." If you see grant numbers in that section that correspond to RSU grants you have, those RSUs are being released as part of the tender. If you do not see any grant numbers that match your RSU grants, you do not have RSUs being released.

If you had RSUs released and have no options: You're eligible to sell your common stock in the tender. Anduril withholds shares for taxes on the release, but your personal taxes will differ. Prospect can help you avoid tax bill surprises with a detailed projection of your refund or additional taxes owed. You can model selling shares and the tax impact will update accordingly. You can see an example of this below.

If you had RSUs released and have options: largely the same as the group above, with one important addition. The RSU release created ordinary income for you, which could mean you are able to exercise more ISOs before hitting AMT taxes than in a typical year. This could be a good time to exercise ISOs without incurring a large tax bill.

If you didn't have RSUs released: no impact. Your double trigger RSUs are the same as they were yesterday, and you can only sell options and common stock in the tender. You may want to model the tax impact of your RSUs eventually getting released when Anduril goes public, particularly if you have unexercised options. You can do this in Prospect.

Most startups give employees double trigger RSUs, meaning that two events need to occur before you hold common stock:

1. Your shares reach their vesting date
2. A liquidity event (like an IPO) must occur

Historically, the second trigger occurred when a company went public (IPO) or got acquired (M&A). But in the past few years, a number of late stage startups like Stripe and Databricks have created ways to satisfy the second trigger with a private tender offer. More on this history below.

Mechanically what happens is the tender offer satisfies the second trigger for some (company-decided) group of RSUs. These RSUs are then converted to common shares.

Ordinary income taxes are due immediately upon the transfer of common stock (which is the reason most startups use double trigger RSUs, so you don't owe taxes on illiquid stock). Anduril withholds shares to cover the estimated tax bill, then you either pay more or get a refund based on your personal situation when you file your taxes.

Facebook pioneered the use of double trigger RSUs when it was still private to give employees ownership in the company without the downside of underwater options.

In order to delay tax bills, RSUs need to have a "substantial risk of forfeiture." This typically means two things: 1) a second trigger (like an IPO) that is not a sure thing to occur 2) an expiration date, typically 7-10 years.

A decade ago, there were almost no privately held companies worth $28B. Today, companies like SpaceX and OpenAI remain private with twelve figure valuations. The average private company now waits 12 years before going public. Startups have access to an increasingly large supply of capital willing to help them stay private: 71% of exit dollars in 2024 came from secondary sales–not IPOs or M&A.

As these companies stayed private longer and longer, they needed to give employees liquidity. Starting at Stripe and then quickly being copied across Figma, Databricks, and several others, companies' legal and tax advisors became comfortable with the argument that a company could release RSUs to common stock one time while still private without it becoming a pattern that jeopardized the substantial risk of forfeiture (and favorable tax treatment).

Databricks raised $10 billion at a $62B valuation to cover employees' tax bills from converting their RSUs and provide them with liquidity. Stripe raised $6.5B in 2023 to similarly relieve employee pressure to go public.

This is a big shift. These raises, along with similar ones by OpenAI and SpaceX, now exceed the IPOs of Uber ($8B raised, $82B valuation) and Facebook ($16B raised, $104B valuation), two of the largest ever. All of that activity now happens in private markets.

RSU releases are a very nascent area, but one we are watching closely at Prospect given its outsized impact on startup employees.

When a company goes public, employees can buy and sell their shares through any brokerage. They can read quarterly earnings reports and equity analysts' reports. They can borrow against their equity and make financial plans around liquid assets. With companies staying private for far longer–in some cases indefinitely–employees now regularly need to buy and sell private company equity.

Prospect helps employees navigate these decisions and earn more from their private stock.