Wealthfront Corp (NASDAQ: WLTH) director details IPO-linked equity awards

Rhea-AI Filing Summary

Wealthfront Corp disclosed that one of its directors beneficially owns several equity interests tied to its IPO. The filing reports Series C preferred stock convertible into 53,732 shares of common stock held through the Goldman-Valeriote Family Trust, a fully vested stock option for 300,000 common shares at $2.91 per share, and multiple restricted stock unit awards covering 6,945, 27,778, 30,500, 15,496 and 17,007 shares. Most RSUs and the preferred shares will settle or convert into common stock in connection with the IPO, while one RSU grant is scheduled to vest on March 15, 2026.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

GOLDMAN KENNETH A

(Last) (First) (Middle)

C/O WEALTHFRONT CORPORATION

261 HAMILTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2025

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock	53,732	(1)	I	By Goldman-Valeriote Family Trust(2)
Stock Option (Right to Buy)	(3)	04/17/2031	Common Stock	300,000	$2.91	D
Restricted Stock Units	(4)	(5)	Common Stock	6,945	(6)	D
Restricted Stock Units	(7)	(5)	Common Stock	27,778	(6)	D
Restricted Stock Units	(8)	(5)	Common Stock	30,500	(6)	D
Restricted Stock Units	(9)	(5)	Common Stock	15,496	(6)	D
Restricted Stock Units	(10)	(5)	Common Stock	17,007	(6)	D

Explanation of Responses:

1. Pursuant to the Issuer's Restated Certificate of Incorporation, as amended, 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 shall automatically convert 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 Goldman-Valeriote Family Trust, for which the reporting person serves as trustee.

3. The option is fully vested. Pursuant to the terms of the reporting person's award agreement with the Issuer, the award became fully vested on April 18, 2025.

4. The award was granted subject to a performance-based vesting condition which shall be 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 will be settled for shares of the Issuer's Common Stock in connection with the IPO.

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

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 shall be 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 will be settled for shares of the Issuer's Common Stock in connection with the IPO.

8. The award was granted subject to a performance-based vesting condition which shall be 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 will be settled for shares of the Issuer's Common Stock in connection with the IPO.

9. The award was granted subject to a performance-based vesting condition which shall be 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 will be 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 shall be satisfied in connection with the IPO, as well as a service-based vesting schedule. The entire award shall vest on March 15, 2026, subject to the reporting person's continued service to the Issuer on the vesting date.

	/s/ Lauren Lin, as Attorney-in-Fact	12/11/2025
	** 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 5 (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).
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FAQ

What type of insider filed this ownership report for Wealthfront Corp (WLTH)?

The report shows that the reporting person is a director of Wealthfront Corp and is providing an initial statement of beneficial ownership of securities.

What derivative securities does the WLTH director beneficially own?

The director beneficially owns Series C preferred stock convertible into 53,732 shares of common stock, a fully vested stock option for 300,000 shares at $2.91 per share, and several restricted stock unit awards covering 6,945, 27,778, 30,500, 15,496 and 17,007 shares of common stock.

How are the Series C preferred stock and RSUs of WLTH linked to the IPO?

Each share of Series C Convertible Preferred Stock will automatically convert 1-for-1 into common stock in connection with completion of the IPO. Several RSU awards have performance conditions that will be satisfied in connection with the IPO, after which the fully time-vested awards will be settled in shares of common stock.

What are the key vesting terms for the Wealthfront Corp director’s equity awards?

The stock option is fully vested and expires on April 17, 2031. Certain RSU awards vested over time and are now fully time-vested, with settlement in common stock in connection with the IPO. Another RSU grant will vest on March 15, 2026, subject to continued service and its performance condition related to the IPO.

What is the Goldman-Valeriote Family Trust’s role in the WLTH director’s holdings?

The Goldman-Valeriote Family Trust directly holds the reported Series C preferred stock, and the reporting person serves as trustee, which gives them indirect beneficial ownership of those convertible securities.