Wealthfront (WLTH) CEO outlines IPO-related stock sales and RSU activity

Rhea-AI Filing Summary

Wealthfront Corp.'s CEO, president and director reported extensive equity activity in the company’s common stock. On December 11, 2025, multiple restricted stock unit awards and stock options were exercised and settled into shares, with many awards’ performance conditions satisfied in connection with the IPO.

The reporting person had 1,528,003 shares withheld at $14 per share to cover tax obligations from RSU settlements, then sold 765,154 shares at $14 as part of the issuer’s secondary offering in conjunction with its initial public offering. Additional option exercises added 220,000, 242,000 and 162,784 shares at exercise prices of $2.45, $1.67 and $1.50, leaving 1,481,051 shares held directly after the transactions and 153,503 shares held indirectly through a spouse, who also exercised and sold shares on the same date.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)

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		M		95,880	A	$0	236,250	D
Common Stock	12/11/2025		M		383,519	A	$0	619,769	D
Common Stock	12/11/2025		M		599,200	A	$0	1,218,969	D
Common Stock	12/11/2025		M		764,625	A	$0	1,983,594	D
Common Stock	12/11/2025		M		253,521	A	$0	2,237,115	D
Common Stock	12/11/2025		M		475,087	A	$0	2,712,202	D
Common Stock	12/11/2025		M		176,560	A	$0	2,888,762	D
Common Stock	12/11/2025		M		119,062	A	$0	3,007,824	D
Common Stock	12/11/2025		M		141,600	A	$0	3,149,424	D
Common Stock	12/11/2025		F(1)		1,528,003	D	$14	1,621,421	D
Common Stock	12/11/2025		M		220,000	A	$2.45	1,841,421	D
Common Stock	12/11/2025		M		242,000	A	$1.67	2,083,421	D
Common Stock	12/11/2025		M		162,784	A	$1.5	2,246,205	D
Common Stock	12/11/2025		S(2)		765,154	D	$14	1,481,051	D
Common Stock	12/11/2025		M		143,000	A	$0	143,000	I	By Spouse(3)
Common Stock	12/11/2025		M		35,919	A	$0	178,919	I	By Spouse(3)
Common Stock	12/11/2025		M		45,000	A	$2.45	223,919	I	By Spouse(3)
Common Stock	12/11/2025		M		25,000	A	$2.67	248,919	I	By Spouse(3)
Common Stock	12/11/2025		S(2)		95,416	D	$14	153,503	I	By Spouse(3)

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
Restricted Stock Units	(4)	07/14/2025(5)(6)		A		141,600		(7)	(8)	Common Stock	141,600	$0	141,600	D
Restricted Stock Units	(4)	12/11/2025		M			95,880	(9)	(8)	Common Stock	95,880	$0	0	D
Restricted Stock Units	(4)	12/11/2025		M			383,519	(10)	(8)	Common Stock	383,519	$0	0	D
Restricted Stock Units	(4)	12/11/2025		M			599,200	(11)	(8)	Common Stock	599,200	$0	0	D
Restricted Stock Units	(4)	12/11/2025		M			764,625	(12)	(8)	Common Stock	764,625	$0	458,775	D
Restricted Stock Units	(4)	12/11/2025		M			253,521	(13)	(8)	Common Stock	253,521	$0	0	D
Restricted Stock Units	(4)	12/11/2025		M			475,087	(14)	(8)	Common Stock	475,087	$0	791,813	D
Restricted Stock Units	(4)	12/11/2025		M			176,560	(15)	(8)	Common Stock	176,560	$0	0	D
Restricted Stock Units	(4)	12/11/2025		M			119,062	(16)	(8)	Common Stock	119,062	$0	833,438	D
Restricted Stock Units	(4)	12/11/2025		M			141,600	(17)	(8)	Common Stock	141,600	$0	0	D
Stock Option (Right to Buy)	$2.45	12/11/2025		M			220,000	(18)	05/26/2026	Common Stock	220,000	$0	0	D
Stock Option (Right to Buy)	$1.67	12/11/2025		M			242,000	(19)	10/17/2027	Common Stock	242,000	$0	0	D
Stock Option (Right to Buy)	$1.5	12/11/2025		M			162,784	(20)	02/13/2028	Common Stock	162,784	$0	23,658	D
Restricted Stock Units	(4)	12/11/2025		M			143,000	(10)	(8)	Common Stock	143,000	$0	0	I	By Spouse(3)
Restricted Stock Units	(4)	12/11/2025		M			35,919	(21)	(8)	Common Stock	35,919	$0	0	I	By Spouse(3)
Stock Option (Right to Buy)	$2.45	12/11/2025		M			45,000	(22)	09/28/2026	Common Stock	45,000	$0	0	I	By Spouse(3)
Stock Option (Right to Buy)	$2.67	12/11/2025		M			25,000	(23)	12/01/2026	Common Stock	25,000	$0	0	I	By Spouse(3)

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 reported securities are directly held by the reporting person's spouse.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

5. 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).

6. This restricted stock unit award represents an equity security previously reported on the reporting person's Form 3, which was acquired through an exempt transaction with the Issuer.

7. 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, July 14, 2025. 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, 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.

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, November 22, 2022. 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, January 25, 2023. The entire award was settled for shares of the Issuer's Common Stock in connection with the IPO.

12. 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 or vests as to 1/16 of the total award quarterly on the fifteenth calendar day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche time-vested on June 15, 2023. Time-vested portions of the award were settled for shares of the Issuer's Common Stock in connection with the IPO.

13. 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, August 4, 2023. The entire award was settled for shares of the Issuer's Common Stock in connection with the IPO.

14. 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 1/16 of the total award quarterly on the fifteenth calendar day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche time-vested on June 15, 2024. Time-vested portions of the award were settled for shares of the Issuer's Common Stock in connection with the IPO.

15. 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, October 21, 2024. The entire award was settled for shares of the Issuer's Common Stock in connection with the IPO.

16. 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 1/16 of the total award quarterly on the fifteenth calendar day of June, September, December, and March, subject to the reporting person's continued service to the Issuer on each vesting date, with the first tranche time-vested on June 15, 2025. Time-vested portions of the award were settled for shares of the Issuer's Common Stock in connection with the IPO.

17. 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, July 14, 2025. The entire award was settled for shares of the Issuer's Common Stock in connection with the IPO.

18. 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.

19. 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 17, 2021.

20. 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.

21. 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 spouse's continued service to the Issuer on each vesting date, with the first tranche time-vested on March 15, 2023. Although the award ceased vesting following the reporting person's spouse's separation from service to the issuer, the entire outstanding portion of the award was settled for shares of the Issuer's Common Stock in connection with the IPO.

22. The option is fully vested. Pursuant to the terms of the reporting person's spouse's award agreement with the Issuer, the award became fully vested on August 15, 2020.

23. The option is fully vested. Pursuant to the terms of the reporting person's spouse's award agreement with the Issuer, the award became fully vested on October 24, 2020.

	/s/ Lauren Lin, as Attorney-in-Fact	12/15/2025
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transactions did Wealthfront (WLTH) report on December 11, 2025?

The CEO, president and director of Wealthfront Corp. reported multiple equity transactions on December 11, 2025, including restricted stock unit settlements, stock option exercises, tax-withholding share transfers and open market sales of common stock by both the reporting person and the reporting person’s spouse.

How many Wealthfront shares did the CEO sell in the IPO-related secondary offering?

The reporting person sold 765,154 shares of Wealthfront common stock at $14 per share on December 11, 2025. The filing explains that this sale was undertaken as part of the issuer’s secondary offering, which occurred in conjunction with its initial public offering.

How many Wealthfront shares were withheld to cover the CEO’s tax obligations?

The filing states that 1,528,003 shares of Wealthfront common stock were withheld by the issuer at a value of $14 per share. This withholding satisfied tax withholding liabilities arising from the net settlement of restricted stock units held by the reporting person.

What stock options did the Wealthfront CEO exercise and at what prices?

On December 11, 2025, the reporting person exercised stock options covering 220,000 shares at an exercise price of $2.45, 242,000 shares at $1.67, and 162,784 shares at $1.50 per share. The filing notes that these options had previously become fully vested under the terms of the award agreements.

What were the CEO’s direct and indirect Wealthfront shareholdings after these transactions?

Following the reported transactions on December 11, 2025, the reporting person beneficially owned 1,481,051 shares of Wealthfront common stock directly. In addition, 153,503 shares were held indirectly through the reporting person’s spouse, as reflected in the filing.

How were restricted stock units structured around Wealthfront’s IPO?

The filing explains that each restricted stock unit represents a contingent right to receive one share of Wealthfront common stock. Many awards were subject to performance-based vesting conditions that were satisfied in connection with the IPO, combined with service-based vesting schedules. Several awards became fully time-vested by dates such as December 15, 2024, and were then settled into shares in connection with the IPO.

What transactions were reported for the Wealthfront CEO’s spouse?

The reporting person’s spouse directly held securities and, on December 11, 2025, had restricted stock units settled into shares at $0 and exercised stock options covering 45,000 shares at $2.45 and 25,000 shares at $2.67 per share. The spouse also sold 95,416 shares at $14 per share as part of the issuer’s secondary offering, ending with 153,503 shares held indirectly for the reporting person.