| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WEALTHFRONT CORP [ WLTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock, $0.0001 par value per share ("Common Stock") | 12/15/2025 | C | 14,359,800 | A | (1) | 18,332,547 | I | See footnotes(2)(3) | ||
| Common Stock | 12/15/2025 | C | 3,829,242 | A | (4) | 22,161,789 | I | See footnotes(2)(3) | ||
| Common Stock | 12/15/2025 | S(5) | 7,004,912 | D | $14 | 15,156,877 | I | See footnotes(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series G Preferred Stock | (1) | 12/15/2025 | C | 14,359,800 | (1) | (1) | Common Stock | 14,359,800 | $0 | 0 | I | See footnotes(2)(3) | |||
| Series G-1 Preferred Stock | (4) | 12/15/2025 | C | 3,829,242 | (4) | (4) | Common Stock | 3,829,242 | $0 | 0 | I | See footnotes(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Series G Preferred Stock was convertible at any time, at the holder's election into an equivalent number of shares of Common Stock, and did not have an expiration date. The shares of Series G Preferred Stock automatically converted into an equivalent number of shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. |
| 2. The securities of the Issuer are held by Tiger Global Private Investment Partners X, L.P. ("Tiger Global PIP X") and/or its related persons. Tiger Global PIP Performance X, L.P. ("Tiger Global PIP X GP") is the general partner of Tiger Global PIP X. Tiger Global PIP Management X, Ltd. is the general partner of Tiger Global PIP X GP. Tiger Global Management, LLC ("Tiger Global Management") serves as investment manager for Tiger Global PIP X. Tiger Global Management is controlled by Charles P. Coleman III. |
| 3. Each of the Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, if any, and affirmatively disclaim being a "group" for purposes of Section 16 of the Exchange Act, as amended. |
| 4. The Series G-1 Preferred Stock was convertible at any time, at the holder's election into an equivalent number of shares of Common Stock, and did not have an expiration date. The shares of Series G-1 Preferred Stock automatically converted into an equivalent number of shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. |
| 5. Represents shares sold as a selling stockholder in the Issuer's initial public offering. |
| Tiger Global Private Investment Partners X, L.P., By: Tiger Global PIP Performance X, L.P., Its General Partner, Tiger Global PIP Management X, Ltd., Its General Partner, By: /s/ Eric Lane / President & Chief Operating Officer | 12/16/2025 | |
| Tiger Global PIP Performance X, L.P., By: Tiger Global PIP Management X, Ltd., Its General Partner, By: /s/ Eric Lane / President & Chief Operating Officer | 12/16/2025 | |
| Tiger Global PIP Management X, Ltd., By: /s/ Eric Lane / President & Chief Operating Officer | 12/16/2025 | |
| Tiger Global Management, LLC, By: /s/ Eric Lane / President & Chief Operating Officer | 12/16/2025 | |
| /s/ Charles P. Coleman III | 12/16/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||