SEC FORM 4

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SEC Form 4

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^*

GOLDMAN KENNETH A

(Last)

(First)

(Middle)

C/O WEALTHFRONT CORPORATION

261 HAMILTON AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/11/2025		M		6,945	A	$0	6,945	D
Common Stock	12/11/2025		M		27,778	A	$0	34,723	D
Common Stock	12/11/2025		M		30,500	A	$0	65,223	D
Common Stock	12/11/2025		M		15,496	A	$0	80,719	D
Common Stock	12/11/2025		S⁽¹⁾		38,071	D	$14	42,648	D
Common Stock	12/11/2025		S⁽¹⁾		5,373	D	$14	0	I	By Goldman-Valeriote Family Trust⁽²⁾
Common Stock	12/15/2025		C		53,732	A	⁽³⁾	48,359	I	By Goldman-Valeriote Family Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽³⁾	07/17/2025⁽⁴⁾		G⁽⁵⁾			25,000	⁽³⁾	⁽³⁾	Common Stock	25,000	⁽³⁾	53,732	I	By Goldman-Valeriote Family Trust⁽²⁾
Restricted Stock Units	⁽⁶⁾	12/11/2025		M			6,945	⁽⁷⁾	⁽⁸⁾	Common Stock	6,945	$0	0	D
Restricted Stock Units	⁽⁶⁾	12/11/2025		M			27,778	⁽⁹⁾	⁽⁸⁾	Common Stock	27,778	$0	0	D
Restricted Stock Units	⁽⁶⁾	12/11/2025		M			30,500	⁽¹⁰⁾	⁽⁸⁾	Common Stock	30,500	$0	0	D
Restricted Stock Units	⁽⁶⁾	12/11/2025		M			15,496	⁽¹¹⁾	⁽⁸⁾	Common Stock	15,496	$0	0	D
Series C Preferred Stock	⁽³⁾	12/15/2025		C			53,732	⁽³⁾	⁽³⁾	Common Stock	53,732	⁽³⁾	0	I	By Goldman-Valeriote Family Trust⁽²⁾

Explanation of Responses:

1. The reported sale transaction represents the reporting person's participation in the Issuer's secondary offering, which occurred in conjunction with the IPO.

2. The reported securities are directly held by the Goldman-Valeriote Family Trust, for which the reporting person serves as trustee.

3. Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series C Convertible Preferred Stock ("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 automatically converted into shares of Common Stock at a ratio of 1-for-1. The securities have no expiration date.

4. The transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the IPO, and the transaction is reported herein pursuant to Rule 16a-2(a).

5. The reported transaction represents a gift, for no consideration, which is exempt pursuant to Rule 16b-5.

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

7. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the IPO, as well as a service-based vesting schedule. The award vested as to 1/8 of the total award quarterly on the fifteenth calendar day of March, June, September, and December, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche time-vested on March 15, 2023. The award was fully time-vested as of December 15, 2024, and the entire award was settled for shares of the Issuer's Common Stock in connection with the IPO.

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

9. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the IPO and a service-based vesting requirement which was deemed satisfied as of the grant date, November 22, 2022. The entire award was settled for shares of the Issuer's Common Stock in connection with the IPO.

10. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the IPO and a service-based vesting requirement which was deemed satisfied as of the grant date, January 25, 2023. The entire award was settled for shares of the Issuer's Common Stock in connection with the IPO.

11. The award was granted subject to a performance-based vesting condition which was satisfied in connection with the IPO and a service-based vesting requirement which was deemed satisfied as of the grant date, February 21, 2024. The entire award was settled for shares of the Issuer's Common Stock in connection with the IPO.

	/s/ Lauren Lin, as Attorney-in-Fact	12/15/2025
	** 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).
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