12/15/2025 | Press release | Distributed by Public on 12/15/2025 19:36
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GOLDMAN KENNETH A C/O WEALTHFRONT CORPORATION 261 HAMILTON AVENUE PALO ALTO, CA 94301 |
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| /s/ Lauren Lin, as Attorney-in-Fact | 12/15/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |