Wealthfront Corporation

12/15/2025 | Press release | Distributed by Public on 12/15/2025 19:36

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOLDMAN KENNETH A
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)
(Last) (First) (Middle)
C/O WEALTHFRONT CORPORATION, 261 HAMILTON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025
(Street)
PALO ALTO, CA 94301
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
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)
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)
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 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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDMAN KENNETH A
C/O WEALTHFRONT CORPORATION
261 HAMILTON AVENUE
PALO ALTO, CA 94301
X

Signatures

/s/ Lauren Lin, as Attorney-in-Fact 12/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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