12/15/2025 | Press release | Distributed by Public on 12/15/2025 19:47
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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 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RACHLEFF ANDREW S C/O WEALTHFRONT CORPORATION 261 HAMILTON AVENUE PALO ALTO, CA 94301 |
X | X | ||
| /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) | 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. |