SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

RACHLEFF ANDREW S

(Last)

(First)

(Middle)

C/O WEALTHFRONT CORPORATION

261 HAMILTON AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2025

3. Issuer Name and Ticker or Trading Symbol
WEALTHFRONT CORP [ WLTH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	403,225	I	See Footnote 1⁽¹⁾
Common Stock	403,225	I	See Footnote 2⁽²⁾
Common Stock	7,454,277	I	By Rachleff Family Revocable Trust UTD 5/19/92⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,012,500	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,832,280	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92⁽³⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	298,160	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	3,704,406	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92⁽³⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	158,278	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92⁽³⁾
Series G Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	761,294	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92⁽³⁾
Series G-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	203,009	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92⁽³⁾
Restricted Stock Units	⁽⁵⁾	⁽⁶⁾	Common Stock	29,762	⁽⁷⁾	D

Explanation of Responses:

1. The reported securities are directly held by The Jake Alexander Rachleff 2015 Irrevocable Trust u/a/d 5/15/2015, for which the reporting person and his spouse serve as co-trustees, and of which their child is the beneficiary.

2. The reported securities are directly held by The Shelby Elizabeth Rachleff 2015 Irrevocable Trust u/a/d 5/15/2015, for which the reporting person and his spouse serve as co-trustees, and of which their child is the beneficiary.

3. The reported securities are directly held by the Rachleff Family Revocable Trust UTD 5/19/92, for which the reporting person and his spouse serve as co-trustees, and of which the reporting person and his household members are the beneficiaries.

4. Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series G Convertible Preferred Stock, or Series G-1 Convertible Preferred Stock (collectively "Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering ("IPO") of its Common Stock, each share of Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for-1. The securities have no expiration date.

5. The award was granted subject to a performance-based vesting condition which shall be satisfied in connection with the IPO, as well as a service-based vesting schedule. The entire award shall vest on March 15, 2026, subject to the reporting person's continued service to the Issuer on the vesting date.

6. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

7. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

	/s/ Lauren Lin, as Attorney-in-Fact	12/11/2025
	** 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 5 (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.
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