What Your Equity Becomes in an All-Stock Deal: Cursor 8-K

You just saw the headline: your startup was bought in stock. The trap is that an all-stock exit can feel like a payday while still leaving you exposed. You hold a new claim on the buyer, with new tax questions, new vesting questions, and new market risk. The rule is simple: before you celebrate, read the conversion terms and the buyer equity you just received. SpaceX filed an 8-K with the SEC on August 14, 2026, disclosing completion of the Cursor acquisition. SpaceX closed a $60 billion all-stock purchase of Cursor, the Anysphere AI coding platform, on August 14, 2026.

The 8-K turns a press release into a conversion map

The 8-K is the short SEC filing that tells you what your shares, RSUs, and options become after closing. It separates the deal story from the award-by-award outcome, so it is the first document to read after an all-stock exit. It turns the announcement into the numbers you can check against your award letter.

Your old awards become three different kinds of new claims

Shares are the easiest to picture. At closing, Anysphere common and preferred shares converted into rights to 389,289,254 SpaceX Class A shares. About 391 million SpaceX Class A shares were issued as part of the acquisition. Cursor became a fully owned subsidiary, or a company SpaceX owns, inside the newly rebranded SpaceXAI division.

Vested restricted stock units, or RSUs, are the next piece. The vested RSUs became rights to 1,752,426 SpaceX Class A shares before tax withholding. Taxes can be withheld, so your net shares may be lower. Some plans allow cashless settlement, where shares are withheld to cover the tax bill.

Unvested RSUs and options are the most confusing. Unvested RSUs became approximately 29,128,326 SpaceX RSUs, and outstanding options became approximately 44,365,047 options to purchase SpaceX Class A stock.

If you own options, also check the exercise price. Your personal award letter tells you what you pay to exercise. A higher buyer share price can make the options more valuable, but it can also make the exercise price a bigger cash outlay.

Seven days of buyer stock price sets the exchange ratio

The exchange ratio was based on a volume-weighted average of SpaceX closing prices for the seven trading days before closing. The ratio is set by that window, but the value you can realize depends on the market after closing. Your payout is not a fixed cash number; it moves with the buyer's stock price. A lower price in those days can shrink the number of shares you receive.

For an employee, the question shifts from Cursor's value to SpaceX stock in the measurement window, and the price after you can sell. The 8-K gives you the ratio; the market price decides the cash value of your new equity.

The checklist separates what you own from what you can do

The conversion map tells you what you own. It does not tell you what you can do with it. Use this checklist when you review the deal documents and your award letter.

• When do the buyer shares or RSUs become sellable, and is there a lockup?
• What tax withholding applies to vested RSUs, and can you elect cashless settlement?
• Do unvested awards keep the same vesting schedule, or do they accelerate?
• Are there change-of-control clauses in customer contracts that could hurt the business after closing?

A lockup can delay your ability to sell even after conversion. The plan documents may spell out restrictions that the deal announcement does not repeat. Ask for them in writing before you assume you can trade freely.

That last question is not theoretical. A change-of-control clause can let a counterparty exit when ownership changes. The SpaceX purchase triggered one in Cursor's OpenAI contract. OpenAI said on August 28, 2026 that it would terminate its Cursor contract. The wind-down starts November 12, 2026, giving Cursor about ten weeks to separate from OpenAI's models.

Ask those questions before you decide what to do with your new equity.