| Item 1. | |
| (a) | Name of issuer:
WEALTHFRONT CORPORATION |
| (b) | Address of issuer's principal executive offices:
261 Hamilton Avenue, Palo Alto, CA, 94301. |
| Item 2. | |
| (a) | Name of person filing:
Andrew S. Rachleff ("Mr. Rachleff");
Rachleff Family Revocable Trust UTD 5/19/92 (the "Family Trust");
The Jake Alexander Rachleff 2015 Irrevocable Trust u/a/d 5/15/2015 (the "JAR Trust"); and
The Shelby Elizabeth Rachleff 2015 Irrevocable Trust u/a/d 5/15/2015 (the "SER Trust" and, together with Mr. Rachleff, the Family Trust, and the JAR Trust, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
261 Hamilton Avenue
Palo Alto, CA 94301 |
| (c) | Citizenship:
Mr. Rachleff is a citizen of the United States of America.
Each of the Family Trust, the JAR Trust, and the SER Trust has situs in California. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
947002101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of December 31, 2025, the Reporting Persons may be deemed to directly or indirectly beneficially own an aggregate total of 17,230,654 shares of the Common Stock of Wealthfront Corporation (the "Issuer").
As of December 31, 2025, Mr. Rachleff was the direct beneficial owner of none of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a).
As of December 31, 2025, the Family Trust was the direct beneficial owner of 16,424,204 of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a). Mr. Rachleff was deemed the indirect beneficial owner of the Family Trust's shares in his capacity as co-trustee, with his spouse, of the Family Trust.
As of December 31, 2025, the JAR Trust was the direct beneficial owner of 403,225 of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a). Mr. Rachleff was deemed the indirect beneficial owner of the JAR Trust's shares in his capacity as co-trustee, with his spouse, of the JAR Trust.
As of December 31, 2025, the SER Trust was the direct beneficial owner of 403,225 of the shares of the Issuer's Common Stock described in the second paragraph of this Item 4(a). Mr. Rachleff was deemed the indirect beneficial owner of the SER Trust's shares in his capacity as co-trustee, with his spouse, of the SER Trust.
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| (b) | Percent of class:
As of December 31, 2025, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate total of 11.8% of the Issuer's outstanding Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 0.0% directly to Mr. Rachleff; (ii) 11.2% directly to the Family Trust and indirectly to Mr. Rachleff as its co-trustee with his spouse; (iii) 0.3% directly to the JAR Trust and indirectly to Mr. Rachleff as its co-trustee with his spouse; and (iv) 0.3% directly to the SER Trust and indirectly to Mr. Rachleff as its co-trustee with his spouse.
The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 146,268,749 shares of the Issuer's Common Stock outstanding as of December 15, 2025 as reported by the Issuer in its final prospectus supplement (File No. 333-290583) dated December 11, 2025, filed with the Securities and Exchange Commission on December 12, 2025, pursuant to Rule 424(b)(4) promulgated under the Securities Act of 1933, as amended. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Mr. Rachleff 0
Family Trust 0
JAR Trust 0
SER Trust 0
|
| | (ii) Shared power to vote or to direct the vote:
Mr. Rachleff 17,230,654
Family Trust 16,424,204
JAR Trust 403,225
SER Trust 403,225
|
| | (iii) Sole power to dispose or to direct the disposition of:
Mr. Rachleff 0
Family Trust 0
JAR Trust 0
SER Trust 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Mr. Rachleff 17,230,654
Family Trust 16,424,204
JAR Trust 403,225
SER Trust 403,225
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)