Wealthfront (WLTH) CEO exercises options and sells 765,154 shares

Rhea-AI Filing Summary

WEALTHFRONT CORP CEO and President David Fortunato exercised stock options and disposed of shares. He exercised options for a total of 365,626 shares of Common Stock at exercise prices of $2.45 and $1.50 per share. In connection with restricted stock units, 1,620,382 shares of Common Stock were withheld by the company to cover tax liabilities, a non-market disposition. He also sold 765,154 shares of Common Stock at $14.00 per share as part of the company’s secondary offering conducted in conjunction with its IPO. Following these transactions, he directly holds 1,371,514 shares of Common Stock.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fortunato David

(Last) (First) (Middle)

C/O WEALTHFRONT CORPORATION

261 HAMILTON AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/15/2025

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 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		F(1)		1,620,382	D	$14	1,529,042	D
Common Stock	12/11/2025		M		179,184	A	$2.45	1,708,226	D
Common Stock	12/11/2025		M		186,442	A	$1.5	2,136,668	D
Common Stock	12/11/2025		S(2)		765,154	D	$14	1,371,514	D

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 Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy)	$2.45	12/11/2025		M			179,184	(3)	05/26/2026	Common Stock	179,184	$0	40,816	D
Stock Option (Right to Buy)	$1.5	12/11/2025		M			186,442	(4)	02/13/2028	Common Stock	186,442	$0	0	D

Explanation of Responses:

1. The transaction represents the number of shares of Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of restricted stock units.

2. The reported sale transaction was undertaken as part of the Issuer's secondary offering, which occurred in conjunction with its initial public offering ("IPO").

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 May 23, 2020.

4. 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 December 27, 2021.

Remarks:

This Form 4 is amended herein to make the following corrections: (i) reduce the number of options exercised on Mr. Fortunato's stock option that expires on 5/26/2026 from 220,000 to 179,184 options, resulting in a remaining balance in Column 9 of Table II of 40,816 options; (ii) increase the number of options exercised on Mr. Fortunato's stock option that expires on 2/13/2028 from 162,784 to 186,442 options, resulting in a remaining balance in Column 9 of Table II of zero options; and (iii) increase on Table I the number of shares withheld to satisfy tax liabilities from the settlement of restricted stock units from 1,528,003 to 1,620,382 shares. As a result of the aforementioned corrections, at the end of the transactions reported as of December 11, 2025, Mr. Fortunato directly beneficially owned 1,371,514 shares of the Issuer's common stock, and the final row of his transactions reported for that date has been set forth above solely to restate his final ownership so corrected. For the avoidance of doubt, at the end of all transactions reported as of December 11, 2025 on behalf of the reporting person, Mr. Fortunato directly held 1,371,514 shares of the Issuer's common stock and his spouse directly held 61,996 shares. Any subsequent Forms 4 filed by the reporting person through the date of this amendment should be read to incorporate these corrections in the context of any transactions reported therein.

	/s/ Lauren Lin, as Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did WLTH CEO David Fortunato report?

David Fortunato reported option exercises, tax withholding, and a share sale. He exercised options for 365,626 Wealthfront Common shares, had 1,620,382 shares withheld for taxes on restricted stock units, and sold 765,154 shares at $14.00 per share in a secondary offering linked to the IPO.

How many WEALTHFRONT CORP (WLTH) shares did the CEO sell and at what price?

The CEO sold 765,154 shares of WEALTHFRONT CORP Common Stock. The shares were sold at $14.00 per share in a sale classified as an open-market or private transaction, undertaken as part of the company’s secondary offering conducted in conjunction with its initial public offering.

Were the WLTH CEO’s share dispositions open-market sales or tax withholdings?

He had both tax withholdings and an open-market style sale. A total of 1,620,382 shares were withheld by the company to satisfy tax liabilities on restricted stock units, while 765,154 shares were sold at $14.00 per share as part of the IPO-related secondary offering.

How many WEALTHFRONT CORP shares does the CEO hold after these Form 4/A transactions?

After the reported transactions, the CEO holds 1,371,514 shares directly. This figure reflects the net result of exercising 365,626 option shares, 1,620,382 shares withheld for tax obligations, and the sale of 765,154 shares associated with the issuer’s secondary offering alongside its IPO.

What stock options did the WEALTHFRONT CORP CEO exercise in this filing?

He exercised two fully vested stock option grants. The first covered 179,184 underlying Common shares at an exercise price of $2.45 per share, expiring on May 26, 2026. The second covered 186,442 underlying shares at $1.50 per share, expiring on February 13, 2028.

Were the WEALTHFRONT CORP CEO’s options already vested before exercise?

Yes, both option awards were fully vested before exercise. One option became fully vested on May 23, 2020, and the other on December 27, 2021, according to the award agreement terms described, meaning the CEO exercised previously earned options rather than newly vesting grants.