Wealthfront Corporation

12/15/2025 | Press release | Distributed by Public on 12/15/2025 19:47

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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RACHLEFF ANDREW S
2. Issuer Name and Ticker or Trading Symbol
WEALTHFRONT CORP [WLTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 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)
12/15/2025
(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 12/15/2025 C 1,012,500 A (1) 8,466,777 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Common Stock 12/15/2025 C 2,832,280 A (1) 11,299,057 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Common Stock 12/15/2025 C 298,160 A (1) 11,597,217 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Common Stock 12/15/2025 C 3,704,406 A (1) 15,301,623 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Common Stock 12/15/2025 C 158,278 A (1) 15,459,901 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Common Stock 12/15/2025 C 761,294 A (1) 16,221,195 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Common Stock 12/15/2025 C 203,009 A (1) 16,424,204 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Common Stock 403,225 I See Footnote 3(3)
Common Stock 403,225 I See Footnote 4(4)
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 A Preferred Stock (1) 12/15/2025 C 1,012,500 (1) (1) Common Stock 1,012,500 (1) 0 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Series B Preferred Stock (1) 12/15/2025 C 2,832,280 (1) (1) Common Stock 2,832,280 (1) 0 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Series C Preferred Stock (1) 12/15/2025 C 298,160 (1) (1) Common Stock 298,160 (1) 0 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Series D Preferred Stock (1) 12/15/2025 C 3,704,406 (1) (1) Common Stock 3,704,406 (1) 0 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Series E Preferred Stock (1) 12/15/2025 C 158,278 (1) (1) Common Stock 158,278 (1) 0 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Series G Preferred Stock (1) 12/15/2025 C 761,294 (1) (1) Common Stock 761,294 (1) 0 I By Rachleff Family Revocable Trust UTD 5/19/92(2)
Series G-1 Preferred Stock (1) 12/15/2025 C 203,009 (1) (1) Common Stock 203,009 (1) 0 I By Rachleff Family Revocable Trust UTD 5/19/92(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RACHLEFF ANDREW S
C/O WEALTHFRONT CORPORATION
261 HAMILTON AVENUE
PALO ALTO, CA 94301
X 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) Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F 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 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.
(2) 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.
(3) 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.
(4) 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.
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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