Wealthfront Corp (WLTH) insider sells 167,722 shares at $14 in IPO secondary offering

Rhea-AI Filing Summary

Wealthfront Corp's VP of Engineering reported multiple stock and restricted stock unit transactions on December 11, 2025.

Several restricted stock unit awards were converted into Common Stock at $0 per share, increasing direct holdings before shares were withheld and sold. The issuer withheld 304,599 shares at $14 to satisfy tax withholding liabilities and the officer sold 167,722 shares at $14 as part of a secondary offering in conjunction with the IPO, leaving 127,514 shares of Common Stock owned directly.

The underlying restricted stock units were subject to performance-based vesting conditions satisfied in connection with the IPO and service-based vesting schedules, with portions vesting quarterly and some awards already fully vested and settled into shares.

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^*

IYER KAL

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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		95,785	A	$0	95,785	D
Common Stock	12/11/2025		M		135,625	A	$0	231,410	D
Common Stock	12/11/2025		M		203,875	A	$0	435,285	D
Common Stock	12/11/2025		M		122,325	A	$0	557,610	D
Common Stock	12/11/2025		M		42,225	A	$0	599,835	D
Common Stock	12/11/2025		F(1)		304,599	D	$14	295,236	D
Common Stock	12/11/2025		S(2)		167,722	D	$14	127,514	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
Restricted Stock Units	(3)	12/11/2025		M			95,785	(4)	(5)	Common Stock	95,785	$0	0	D
Restricted Stock Units	(3)	12/11/2025		M			135,625	(6)	(5)	Common Stock	135,625	$0	19,375	D
Restricted Stock Units	(3)	12/11/2025		M			203,875	(7)	(5)	Common Stock	203,875	$0	122,325	D
Restricted Stock Units	(3)	12/11/2025		M			122,325	(8)	(5)	Common Stock	122,325	$0	203,875	D
Restricted Stock Units	(3)	12/11/2025		M			42,225	(9)	(5)	Common Stock	42,225	$0	295,575	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 represents the reporting person's participation in the Issuer's secondary offering, which occurred in conjunction with its initial public offering ("IPO").

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

4. 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.

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

6. 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, 2022. Time-vested portions of the award were settled for shares of the Issuer's Common Stock in connection with the IPO.

7. 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.

8. 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, 2024. Time-vested portions of the award were 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 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, 2025. Time-vested portions of the award were settled for shares of the Issuer's Common Stock in connection with the IPO.

	/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.
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FAQ

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

The VP of Engineering reported conversions of restricted stock units into Common Stock, withholding of 304,599 shares for taxes, and a sale of 167,722 shares at $14 per share.

How many Wealthfront (WLTH) shares did the VP of Engineering sell and at what price?

The VP of Engineering sold 167,722 shares of Wealthfront Common Stock at $14 per share as part of a secondary offering in conjunction with the IPO.

How many Wealthfront (WLTH) shares does the reporting person own after these transactions?

After the reported transactions, the VP of Engineering directly owns 127,514 shares of Wealthfront Common Stock.

Why were 304,599 Wealthfront (WLTH) shares withheld from the VP of Engineering?

The 304,599 shares of Common Stock were withheld by Wealthfront to satisfy tax withholding liabilities in connection with the net settlement of restricted stock units.

What are the key terms of the Wealthfront (WLTH) restricted stock units reported?

Each restricted stock unit represents a right to receive one share of Common Stock upon settlement. The awards had performance-based vesting conditions satisfied in connection with the IPO and service-based vesting schedules with quarterly vesting dates; the units do not expire but either vest or are cancelled before the vesting date.