WEALTHFRONT CORPWLTHEarnings & Financial Report
Nasdaq · Financials · Finance Services
Wealthfront Corporation is a financial services company based in Palo Alto, California, founded by Andy Rachleff and Dan Carroll in 2008. As of 2025, Wealthfront had $88 billion AUM across more than 1.3 million clients.
What changed in WEALTHFRONT CORP's 10-K — 2025 vs 2026
Top changes in WEALTHFRONT CORP's 2026 10-K
437 paragraphs added · 348 removed · 171 edited across 5 sections
- Item 1A. Risk Factors+203 / −192 · 171 edited
- Item 1. Business+212 / −3
- Item 2. Properties+2 / −133
- Item 5. Market for Registrant's Common Equity+17 / −13
- Item 3. Legal Proceedings+3 / −7
Item 1. Business
Business — how the company describes what it does
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Item 1. Business
Business — how the company describes what it does
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2025 filing
2026 filing
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Item 1. Financial Statements (Unaudited) 5 Condensed Consolidated Balance Sheets 5 Condensed Consolidated Statements of Operations 6 Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit) 7 Condensed Consolidated Statements of Cash Flows 9 Notes to Condensed Consolidated Financial Statements 11 Item 2.
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ITEM 1. BUSINESS Company Overview We are a product-driven technology company that built a financial solutions platform for “digital natives,” defined as those born after 1980 (i.e., Millennials, Gen Z, and later generations). Our platform is designed to address the needs of the wealth builders within these generations.
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M anagement ’ s D i s cussion and A nalysis of F inancial C ondition and R esults of Oper ations 32 Item 3. Q uantitative and Q ualitative Disclo sures A bout Marke t Risk 46 Item 4. C ontrols and Procedures 48 P art II - Other Information 49 Item 1. L egal Proceedings 49 Item 1A.
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We have differentiated, trusted relationships with our clients due to our unique and fundamentally aligned incentives. Simply put, we succeed because our clients succeed. Founded in 2008 and headquartered in Palo Alto, California, w e were among the first digital-only financial solutions platforms, pioneering the use of automation to offer low-cost diversified portfolios.
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R isk Factors 104 Item 2. U nregistered Sales of Equity Securities and Use of Proceeds 104 Item 3. D efaults Upon Senior Securities 105 Item 4. M ine Safety Disclosures 105 Item 5. O ther Information 105
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We built our platform using software to deliver our solutions quickly, conveniently, and at low cost. These principles align with the preferences of digital natives, who use digital platforms for the vast majority of their everyday services ranging from entertainment and commerce to food delivery and ride sharing. Our technology-driven financial solutions help clients turn savings into long-term wealth.
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Our broad suite of products, including cash management, investment advisory, borrowing and lending, and financial planning solutions, address the diverse financial needs of our clients regardless of the economic environment. We are led by a technically proficient management team, including our CEO, who served as our CTO for many years. We built our products on a proprietary technology infrastructure.
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We have a strong, somewhat contrarian preference for building over buying or partnering. This allows us to automate to an extent not seen in the industry. Automation not only allows us to launch and iterate products faster, lower costs to clients, and offer a better overall client experience, but also lowers our cost of support.
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Automation is a core principle underpinning everything we do—the way we design our products, organize our company, and foster employee culture. Our Business Model Our business model is designed to optimize for our clients’ success. Our focus on delivering fully automated services results in being one of the lowest cost producers in each category in which we participate.
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We share the savings directly with our clients, significantly reducing their fees, improving their financial outcomes, and enhancing their trust in us. This trust leads clients to add more money to our platform as they save, adopt new products and refer their friends.
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Our cost structure and our organic growth are business model advantages, and have enabled us to achieve our historic profitability, which allows us to further invest in our platform. Reinvesting in our platform drives further automation and powers the continuous cycle of our flywheel. We primarily generate revenue from cash management and investment advisory products.
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Cash management revenue is primarily earned from fees received for the delivery of cash management services, including our cash sweep program. 1 Investment advisory revenue consists of fees charged for investment advisory and portfolio management services.
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Investment advisory fees are earned based on the market value, less fee waivers, of investment advisory assets. 1 Wealthfront is not a bank, and we do not provide banking services or products directly to our clients.
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Clients are notified, via our website (including our Wealthfront Cash Account product page and Help Center), disclaimers included in certain advertising materials, legal disclosures provided on client account pages, and Wealthfront Advisers LLC’s Form ADV Part 2A Client Brochure, that Wealthfront does not provide direct banking services and such services are provided through third-party banking partners.
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Clients are able to view the names of our specific banking partners and the services which they provide on our website and certain disclosures. 1 Table of Contents We seek to make money with, not from, our clients along their wealth accumulation journey.
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This aligned incentive structure allows us to focus exclusively on growing and maintaining the wealth of our clients, which in turn drives higher retention rates, deeper multi-product adoption, and more predictable long-term business performance. Our Clients Our clients are primarily digital-native high earners who prioritize savings and wealth accumulation.
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They typically have large liquid savings and focus on long-term investing principles, even during periods of market volatility. Clients typically come to Wealthfront seeking a specific solution and, as our trust-based relationship deepens, we gain insights into their evolving needs, in many cases through the data associated with third-party financial accounts they link to our financial planning software.
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Client engagement and feedback drive our product-led growth strategy and business flywheel. This continuous feedback loop constantly optimizes our platform for our clients’ evolving needs, fueling our historical organic growth.
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Over the past two fiscal years, over 50% of new clients were referred by existing clients and our annual client retention rate was over 95% for each of fiscal 2026 and fiscal 2025. Our clients have different preferences than previous generations.
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They are predisposed to a “there’s an app for that” mindset, and expect to be able to access any service seamlessly through digital or mobile channels. They have these same expectations for consumer financial services, and look to solve their needs with technology as their first choice.
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Accordingly, we are well positioned to capture the growth of their wealth over the long term. Our Client Experience: Trust and Transparency Trust and transparency are at the core of our client experience. As of January 31, 2026, our average platform assets per client was approximately $66,000, which we believe demonstrates our clients’ trust in our platform.
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Trust and transparency also benefits our business model, as a delightful client experience drives word-of-mouth referrals.
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The key features that drive trust and transparency are: Superior Value and Lower Cost We believe we are uniquely able to offer these lower cost solutions at superior value because of the automation we’ve built into our platform and our willingness to share our savings with clients, who value low-cost financial products.
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We believe that, due in part to our unwavering focus on automation, we’re able to drive down the marginal cost of evaluating and trading, launch and iterate products faster, lower the cost of our support and offer a better overall client experience, including in the form of an industry-leading APY for our cash management products, lower advisory fees for our investment advisory products, and low interest rates for PLOC and home lending.
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Intuitive and Easy to Use All our products are designed to simplify otherwise complex financial experiences and decisions. While complex to navigate on one’s own when beginning one’s financial journey, we strive to make the process holistic and simple. Everything from account opening to notifications, transfers, and decision prompts are presented to our clients clearly and conveniently.
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Our clients don’t want to talk to advisors, and instead, we are able to offer them financial product solutions without the need for appointments or phone calls. Fast and Frictionless Money Movement We want to make it as easy and as quick as possible for our clients to move money to where it is most productive for them.
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We offer 24/7/365 free instant withdrawals to eligible external accounts through the RTP Network and FedNow—including weekends and holidays—subject to the reservation of rights to impose risk-based limits when warranted.
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We have found that making it easy for clients to instantly 2 Table of Contents withdraw their money with no fee from Wealthfront leads them to increase their contributions and hold larger balances at Wealthfront.
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We do not control fees charged by a client’s receiving institution, and we disclose to clients that their transactions are subject to any fees or timing constraints that may be imposed by these third-party receiving institutions (e.g., banks where clients have accounts).
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Treating Clients as They Would Expect to be Treated All of our investment products are designed to implement best practices in the industry, and we publish exactly how we implement each service in publicly available white papers.
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We do not charge hidden or unexpected transaction fees and we don’t pursue marketing strategies that offer a better deal to new clients than existing ones. High-Quality Product Support Our goal is to build everything clients need into our products so they don’t ever have to call or email us.
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But if they do, our Product Specialists are delighted to help. They’re called Product Specialists because they serve a hybrid support and product function. Many people on our product support team have CFPs and CFA charters.
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As expected, they help clients quickly resolve problems, but perhaps even more importantly, they spend time determining what drives the support requests from clients so we can resolve the issues that led them to reach out to us.
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Our product support team reports directly to our product management organization, which helps us prioritize and make changes in the product experience based on client feedback, reducing the amount of human interaction ultimately needed in the long run. Our Products Our products help our clients build long-term wealth on their own terms.
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We have built a range of cash management, investment advisory, borrowing and lending, and financial planning products to serve the diverse financial needs of our clients. Our products span a broad risk spectrum that addresses the diverse financial needs of our clients throughout economic cycles—ranging from cash management to direct stock investing.
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Within our suite of investment advisory products, we offer capabilities that are suited for either “delegators” who want fully managed solutions and “do it yourselfers” who want more control over individual financial decisions.
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Cash Management: The Cash Account is a brokerage account offered by Wealthfront Brokerage LLC that provides clients access to our cash management services, including our cash sweep program.
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Our Cash Account automatically transfers, or “sweeps,” clients’ cash deposits to multiple FDIC-insured banks in our cash sweep program, or program banks, where clients earn interest at an industry-leading APY and benefit from the security of pass-through FDIC insurance.
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By sweeping clients’ funds from Wealthfront Brokerage LLC through an intermediary bank to multiple program banks, we enable our clients to access up to $8 million in FDIC insurance for individual accounts and $16 million for joint accounts.
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In addition to interest at an industry-leading APY and no account fees, the Cash Account provides a full array of fee-free, no-strings-attached checking features and access to our proprietary Wealthfront Treasury Money Market Fund (ticker: WLTXX) managed by Wealthfront Strategies LLC. Our Cash Account has both checking and savings functionality, allowing clients to maximize their utility with just one account.
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Our various checking features include: debit cards, account and routing numbers for deposits and withdrawals, direct deposit, bill payment, mobile check deposits, access to over 19,000 free ATMs nationwide, early paycheck access of up to two days by enabling direct deposit, free instant withdrawals to eligible accounts — even on weekends and holidays and free wire transfers to clients’ external accounts.
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The Wealthfront Treasury Money Market Fund invests primarily in US Treasuries to offer clients a competitive after-tax yield as debt securities issued by the US Treasury are generally exempt from state and local taxes.
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The Wealthfront Treasury Money Market Fund expense ratio is 0.25%. 3 Table of Contents We also offer automated features that make it easier to save and invest, including automated savings plans and recurring transfers, cash categories for easy budgeting and customizable saving goals, and the ability for joint account holders to track combined net worth and set shared goals with customized categories.
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Clients who open a Cash Account will automatically receive the full suite of our cash management services without a separate required opt-in process. We deliver these cash management services through arrangements with several vendors, including certain banks.
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We sweep deposits to the various program banks utilizing automated allocations with the support of R&T Deposit Solutions (“R&T”), which serves as administrator of our cash sweep program. In addition, we offer the above checking features to clients through arrangements with our banking partners, Green Dot Bank (“Green Dot”) and UMB Bank (“UMB”).
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Green Dot provides clients with a Wealthfront-branded debit card, ATM network access, and mobile check deposit. UMB provides clients with certain ACH capabilities. We generate revenue from our Cash Account primarily through fees received for the delivery of cash management services that are a part of our cash sweep program.
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Each program bank agrees to pay a gross amount on program deposits. This amount is based on a negotiated percentage multiplied by the program deposits at the program bank.
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A portion of the gross amount is paid to our clients as interest by the program bank for the program deposits, and we receive the remainder as our fee for the cash management services that we deliver to our clients.
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Cash management revenue also includes an immaterial amount of interchange revenue generated when our clients use the Wealthfront-branded debit card to make purchases.
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Cash Accounts and debit cards incur various costs, including the fee we pay to R&T for its administrative services, as well as costs incurred by us for money movement, tax reporting, debit card issuance, ATM fees, and various other operational costs.
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For fiscal 2026 and fiscal 2025, revenue from our cash management product constituted approximately 74% and 75% of our total revenue, respectively.
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Cash management revenue in fiscal 2026 did not contain any revenue generated from our proprietary money market fund as a result of a fee waiver for all assets under management by the fund that expires in March 2026, at which point the fund will generate management fees from the 25 bps expense ratio charged against the fund’s assets under management.
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Automated Investing: Our investment advisory products, offered by our subsidiary, Wealthfront Advisers LLC, are premised on the belief that it is extremely difficult to outperform the market. Therefore, we advocate a passive, index-based approach to long-term investing. We aim to excel at the three things clients can control to reliably improve their long-term, after-tax returns: fees, taxes, and diversification.
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Our globally diversified multi-asset class investment products serve clients who prefer to delegate the management of their entire portfolio to us and our single-asset class products serve clients who prefer a self-directed approach.
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Our globally diversified multi-asset class products consist of portfolios of low cost index-based ETFs enhanced with tax-loss harvesting and our single-asset class products include direct indexing for the S&P 500 and Nasdaq 100 (S&P 500 Direct, Nasdaq-100 Direct, respectively), a US Treasury bond ladder, a bond portfolio diversified across a number of different types of bond ETFs and our Stock Investing product which allows you to invest in individual stocks and ETFs.
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We receive revenue from all our investment advisory products, other than Stock Investing, through asset-based fees. Our investment advisory fees are calculated by multiplying our advisory fee, (0.25% for our most popular product - our globally diversified multi-asset class portfolio of low cost ETFs), by the market value, less fee waivers, of assets held in client accounts.
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Costs primarily consist of clearing and execution, money movement, tax reporting, client account maintenance, and individual retirement accounts’ custodial expenses. For fiscal 2026 and fiscal 2025, revenue from our investment advisory products constituted approximately 25% and 24% of our total revenue, respectively.
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Securities-Based Borrowing and Lending: We offer clients with a minimum account balance of $25,000 a simple, fast, and low cost way to borrow cash against up to 30% of the securities in their eligible investment accounts using a Portfolio Line 4 Table of Contents of Credit (“PLOC”).
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We offer PLOC to clients through our omnibus margin lending arrangement with RBC Clearing & Custody, which is subject to customary industry terms. RBC Clearing & Custody extends loans to Wealthfront Brokerage LLC, which then lends these funds to Wealthfront Brokerage LLC clients.
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Wealthfront Brokerage LLC provides client securities as collateral for such loans and is charged interest by RBC Clearing & Custody on the overall balance of margin loans taken out by clients.
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As of January 31, 2026, our borrowing rates are among the lowest in the industry, currently 1.08% above the prevailing Effective Federal Funds Rate (“EFFR”), and provide an economical liquidity solution to our clients.
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We generate revenue from the interest clients pay on the overall balance of their margin loans, less the interest charged by RBC Clearing & Custody described above. We also enable clients to earn cash income by lending securities they own through our Fully Paid Securities Lending (“FPSL”) program.
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Clients can opt in or out of the FPSL program at any time. If a participating client opts in and meets our lending requirements, the client authorizes Wealthfront Advisers LLC to lend the client’s fully paid securities to Wealthfront Brokerage LLC, which lends such securities to unaffiliated third-party financial institutions.
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These loans are collateralized with cash received from the unaffiliated third-party borrowers, and clients receive 50% of the net interest revenue generated from the loans. We offer our FPSL program through an arrangement with Sharegain, a leading securities lending platform provider.
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We receive revenue from our securities-based borrowing and lending products primarily through interest received for our PLOC margin lending services. For fiscal 2026 and fiscal 2025, revenue from our securities-based borrowing and lending services was immaterial, constituting approximately 0% in both fiscal years. There are also immaterial costs associated with our borrowing and lending products.
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Home Lending: We launched early access to our Home Lending Product on November 19, 2025 and general availability to clients in Colorado on April 6, 2026. This new offering brings Wealthfront’s software-driven approach to the mortgage process with the aim of helping clients benefit from low rate and self-serve applications, without hidden fees or sales calls.
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Entering the mortgage industry is a natural and strategic product expansion that exemplifies Wealthfront’s focus on using technology to help digital natives earn more on their savings, borrow at lower rates, and keep more of their returns.
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Ideal for clients looking for highly competitive rates and a streamlined mortgage process, Wealthfront Home Lending is designed to lower borrowing costs without charging hidden fees, or requiring asset minimums or points.
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By leveraging Wealthfront's software-driven platform to power the entire product experience and focusing our marketing efforts on existing clients, we are able to decrease the costs of originating a loan and use those savings to help clients pay less on their mortgage. For fiscal year 2026, revenue from our Home Lending Product was immaterial.
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Our Home Lending Product is structured as a non-delegated lender funding loans with a warehouse line of credit and generates revenue primarily from selling loans to a takeout investor and origination fees. The non-delegated mortgage framework allows us to maintain an asset-light approach to the business while retaining the control over the client experience throughout the origination process.
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Financial Planning: We provide individualized, software-based financial planning to help clients optimize their finances, giving them insight into their projected future net worth, and guidance on the cost of homeownership, early retirement, prolonged time off from their careers, or saving for college. These personalized insights and advice are provided for free, without ever needing to talk to a financial planner.
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We do not currently earn revenue from, and do not allocate costs to, our financial planning services. 5 Table of Contents Our Platform We aim to build products that deliver the best possible user experience that digital natives have come to expect when interacting with technology platforms.
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These products and the user experience they provide are made possible by our proprietary technology infrastructure, industry partners, network of program banks, and a culture of automation that permeates our entire organization. Together, these form the core of the Wealthfront platform. Each step of building our platform has been deliberate and the product development process is iterative.
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We constantly build, refine, and deploy new features and products to our client base. We choose to build products which together form a coherent ecosystem of financial products, rather than a supermarket of options. We’re not in a race to recreate all financial products offered by incumbents. Instead, we design solutions to problems experienced by our clients.
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Proprietary Technology Omnibus Brokerage Platform Our proprietary omnibus brokerage platform is the foundation for our investing and cash management solutions. It helps us to continually improve the client experience, launch new products, and reduce costs.
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Our unrelenting focus on automation allows for extraordinary operating leverage and scalability, and enables us to deliver a broad spectrum of investment products and brokerage services, such as tax-loss harvesting, direct indexing and portfolio line of credit.
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Fully Integrated Brokerage and Cash Management Our brokerage platform seamlessly integrates with our cash management and investing solutions, creating a cohesive and streamlined client experience. As a result, clients are able to take advantage of instant transfers and earn interest at an industry-leading APY on all their cash assets.
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Financial Data Aggregation Data received from financial institutions or data aggregators must be cleansed and processed before it can be presented to our clients. The insights from our proprietary cleansing and processing data platform, combined with our fully integrated brokerage and cash management inform our automated holistic financial planning software experience.
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Data and Analytics Platform Our data and analytics platform gathers client activity both within the Wealthfront platform and from external sources. This data is then used to create a comprehensive profile of each client, which forms the foundation for our financial advice and product recommendations.
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Additionally, this process helps us to understand how clients interact with both our products and third party offerings, which in turn informs the direction of our product roadmap. Our Product-Led Growth Strategies Since inception, Wealthfront has primarily pursued a product-led growth strategy designed to turn client delight into organic virality.
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Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
171 edited+32 added−21 removed556 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
171 edited+32 added−21 removed556 unchanged
2025 filing
2026 filing
Factors that could cause fluctuations in the market price of our common stock include, but are not limited to, the following: • actual or anticipated changes or fluctuations in our operating results; • our incurrence of any material amounts of indebtedness; • our ability to produce timely and accurate financial statements; • the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; • announcements by us or our competitors of new offerings or new or terminated significant contracts, commercial relationships, acquisitions, or capital commitments; 96 Table of Contents • industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • price and volume fluctuations in the overall stock market from time to time, including fluctuations due to general economic trends or market sentiment; • sales of substantial amounts of our common stock in the public markets, particularly sales by our directors, executive officers, and principal stockholders, or the perception that such sales might occur; • the overall performance of the stock market or technology companies; • the expiration of market stand-off or contractual lock-up agreements and sales of shares of our common stock by us or our stockholders, as well as the anticipation of lock-up releases; • failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet financial analysts’ estimates or the expectations of investors; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • litigation or other proceedings involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors or others that may be associated with us; • developments or disputes concerning our intellectual property rights, or third-party intellectual property or other proprietary rights that we rely on or have implemented into our platform; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • any major changes in our management or our board of directors; • the global political, economic, and macroeconomic climate, including, but not limited to, actual or perceived instability in the financial industry, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, labor shortages, the imposition of trade barriers, tariffs, and other protectionist measures, supply chain disruptions, potential recession, inflation, and interest rate volatility; • other events or factors, including those resulting from acts of war, terrorism, armed conflict, including the conflicts in the Middle East and Ukraine and tensions between China and Taiwan, or responses to these events; and • actual or perceived cybersecurity incidents.
Factors that could cause fluctuations in the market price of our common stock include, but are not limited to, the following: • actual or anticipated changes or fluctuations in our operating results; • our incurrence of any material amounts of indebtedness; • our ability to produce timely and accurate financial statements; • the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; • announcements by us or our competitors of new offerings or new or terminated significant contracts, commercial relationships, acquisitions, or capital commitments; • industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • price and volume fluctuations in the overall stock market from time to time, including fluctuations due to general economic trends or market sentiment; • sales of substantial amounts of our common stock in the public markets, particularly sales by our directors, executive officers, and principal stockholders, or the perception that such sales might occur; • the overall performance of the stock market or technology companies; • the expiration of market stand-off or contractual lock-up agreements and sales of shares of our common stock by us or our stockholders, as well as the anticipation of lock-up releases; • failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet financial analysts’ estimates or the expectations of investors; 66 Table of Contents • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • litigation or other proceedings involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors or others that may be associated with us; • developments or disputes concerning our intellectual property rights, or third-party intellectual property or other proprietary rights that we rely on or have implemented into our platform; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • any major changes in our management or our board of directors; • the global political, economic, and macroeconomic climate, including, but not limited to, actual or perceived instability in the financial industry, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, labor shortages, the imposition of trade barriers, tariffs, and other protectionist measures, supply chain disruptions, potential recession, inflation, and interest rate volatility; • other events or factors, including those resulting from acts of war, terrorism, armed conflict, including the conflicts in the Middle East and Ukraine and tensions between China and Taiwan, or responses to these events; and • actual or perceived cybersecurity incidents.
Factors contributing to quarterly fluctuations could include, among others: • volatility or instability in global and/or domestic financial markets, as well as any resulting loss of market or client confidence and subsequent withdrawal of client funds; • general economic conditions, both domestically and internationally; • our ability to attract new clients and retain existing clients; • our ability to expand platform assets; • the investing cycles and practices of our clients; • fluctuations in interest rates; • the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of the financial advisory services industry, including consolidation among our competitors; • changes in our fee structure or those of our competitors; • the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or of future litigation; • future changes in applicable laws, rules and regulations, including both securities and tax laws, rules and regulations, particularly those relating to investment advisers and broker-dealers; • future accounting pronouncements or changes in our accounting policies or practices; • the amount and timing of operating costs and capital expenditures related to the expansion of our business; and • political, economic, and social instability, including due to changes in tariffs or trade restrictions, interest rate volatility, fluctuating rates of inflation, global economic slowdowns, actual or perceived global banking and finance related issues, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, supply chain 53 Table of Contents disruptions, labor shortages, slowing population growth, and potential global recession, as well as terrorist activities and events such as global health pandemics.
Factors contributing to quarterly fluctuations could include, among others: • volatility or instability in global and/or domestic financial markets, as well as any resulting loss of market or client confidence and subsequent withdrawal of client funds; • general economic conditions, both domestically and internationally; • our ability to attract new clients and retain existing clients; • our ability to expand platform assets; • the investing cycles and practices of our clients; • fluctuations in interest rates; 22 Table of Contents • the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of the financial advisory services industry, including consolidation among our competitors; • changes in our fee structure or those of our competitors; • the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or of future litigation; • future changes in applicable laws, rules and regulations, including both securities and tax laws, rules and regulations, particularly those relating to investment advisers and broker-dealers; • future accounting pronouncements or changes in our accounting policies or practices; • the amount and timing of operating costs and capital expenditures related to the expansion of our business; and • political, economic, and social instability, including due to changes in tariffs or trade restrictions, interest rate volatility, fluctuating rates of inflation, global economic slowdowns, actual or perceived global banking and finance related issues, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, supply chain disruptions, labor shortages, slowing population growth, and potential global recession, as well as terrorist activities and events such as global health pandemics.
The following factors, many of which are beyond our control, can affect the delivery, availability, and the performance of our platform, products, and services: • the development and maintenance of the infrastructure of the internet; 82 Table of Contents • the performance and availability of third-party providers of data hosting services with the necessary speed, data capacity, and security for providing reliable internet access and services; • decisions by the owners and operators of the data centers where our cloud infrastructure is deployed to terminate our contracts, discontinue services to us, shut down operations or facilities, increase prices, change service levels, limit bandwidth, declare bankruptcy, or prioritize the traffic of other parties; • physical or electronic break-ins, acts of war or terrorism, human error or interference (including by disgruntled employees, former employees, or contractors), and other catastrophic events; • cyberattacks, including denial of service attacks, targeted at us, our data centers, or the infrastructure of the internet; • failure by us to maintain and update our cloud and physical infrastructure to meet our data capacity requirements; • errors, defects, or performance problems in our software, including third-party software incorporated in our software; • the failure of our redundancy systems, in the event of a service disruption at one of our data centers, to provide failover to other data centers in our data center network; and • the failure of our or our service providers’ disaster recovery and business continuity arrangements.
The following factors, many of which are beyond our control, can affect the delivery, availability, and the performance of our platform, products, and services: • the development and maintenance of the infrastructure of the internet; • the performance and availability of third-party providers of data hosting services with the necessary speed, data capacity, and security for providing reliable internet access and services; • decisions by the owners and operators of the data centers where our cloud infrastructure is deployed to terminate our contracts, discontinue services to us, shut down operations or facilities, increase prices, change service levels, limit bandwidth, declare bankruptcy, or prioritize the traffic of other parties; • physical or electronic break-ins, acts of war or terrorism, human error or interference (including by disgruntled employees, former employees, or contractors), and other catastrophic events; • cyberattacks, including denial of service attacks, targeted at us, our data centers, or the infrastructure of the internet; • failure by us to maintain and update our cloud and physical infrastructure to meet our data capacity requirements; • errors, defects, or performance problems in our software, including third-party software incorporated in our software; 52 Table of Contents • the failure of our redundancy systems, in the event of a service disruption at one of our data centers, to provide failover to other data centers in our data center network; and • the failure of our or our service providers’ disaster recovery and business continuity arrangements.
See “-Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or data or those of our clients, our third-party service providers, or such service providers’ vendors.” Further, due to the fact that we are deemed a service-provider to our program banks, we are subject to audit standards for third-party vendors in accordance with bank regulatory guidance and examinations by federal bank regulatory authorities and the CFPB.
See “Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or data or those of our clients, our third-party service providers, or such service providers’ vendors.” Further, due to the fact that we are deemed a service-provider to our program banks, we are subject to audit standards for third-party vendors in accordance with bank regulatory guidance and examinations by federal bank regulatory authorities and the CFPB.
Among other things, our restated certificate of incorporation and restated bylaws will include provisions that: • provide that our board of directors is classified into three classes of directors with staggered three-year terms; 100 Table of Contents • permit our board of directors to establish the number of directors and fill any vacancies and newly created directorships; • require supermajority voting to amend some provisions in our restated certificate of incorporation and restated bylaws; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that only the chairperson of our board of directors, our chief executive officer, our lead independent director, or a majority of our board of directors will be authorized to call a special meeting of stockholders; • eliminate the ability of our stockholders to call special meetings of stockholders; • do not provide for cumulative voting; • provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders; • prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • provide that our board of directors is expressly authorized to make, alter, or repeal our restated bylaws; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Among other things, our restated certificate of incorporation and restated bylaws will include provisions that: • provide that our board of directors is classified into three classes of directors with staggered three-year terms; • permit our board of directors to establish the number of directors and fill any vacancies and newly created directorships; • require supermajority voting to amend some provisions in our restated certificate of incorporation and restated bylaws; 70 Table of Contents • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that only the chairperson of our board of directors, our chief executive officer, our lead independent director, or a majority of our board of directors will be authorized to call a special meeting of stockholders; • eliminate the ability of our stockholders to call special meetings of stockholders; • do not provide for cumulative voting; • provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders; • prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • provide that our board of directors is expressly authorized to make, alter, or repeal our restated bylaws; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
For additional risks regarding our security measures and cybersecurity incidents, see “-Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or data or those of our clients, our third-party service providers, or such service providers’ vendors.” Further, each of Wealthfront Advisers LLC and Wealthfront Brokerage LLC delivers its investment advisory and brokerage services, respectively, exclusively through software or software-based tools.
For additional risks regarding our security measures and cybersecurity incidents, see “Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or data or those of our clients, our third-party service providers, or such service providers’ vendors.” Further, each of Wealthfront Advisers LLC and Wealthfront Brokerage LLC delivers its investment advisory and brokerage services, respectively, exclusively through software or software-based tools.
Additional risks we may face in connection with acquisitions and strategic investments include: • diversion of management’s time and focus from operating our business; • the inability to integrate product and service offerings of an acquired company; • retention of key employees from the acquired company; 60 Table of Contents • changes in relationships with strategic partners or the loss of clients or partners as a result of acquisitions or strategic positioning resulting from the acquisition or strategic investment; • cultural challenges associated with integrating employees from the acquired company into our organization; • integration of the acquired company’s finance, accounting, client relationship management, management information, human resources, and other administrative systems; • unexpected security risks or higher than expected costs to improve the security posture of the acquired company; • higher than expected costs to bring the acquired company’s information technology infrastructure up to our standards; • additional legal, regulatory, or compliance requirements; • the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked sufficiently effective controls, procedures, and policies; • financial reporting, revenue recognition, or other financial or control deficiencies of the acquired company that we do not adequately address and that cause our reported results to be incorrect; • liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities; • failing to achieve the expected benefits of the acquisition or investment; and • litigation or other claims in connection with the acquired company, including claims from or against terminated employees, clients, current and former stockholders, or other third parties.
Additional risks we may face in connection with acquisitions and strategic investments include: • diversion of management’s time and focus from operating our business; • the inability to integrate product and service offerings of an acquired company; • retention of key employees from the acquired company; • changes in relationships with strategic partners or the loss of clients or partners as a result of acquisitions or strategic positioning resulting from the acquisition or strategic investment; • cultural challenges associated with integrating employees from the acquired company into our organization; • integration of the acquired company’s finance, accounting, client relationship management, management information, human resources, and other administrative systems; • unexpected security risks or higher than expected costs to improve the security posture of the acquired company; • higher than expected costs to bring the acquired company’s information technology infrastructure up to our standards; • additional legal, regulatory, or compliance requirements; • the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked sufficiently effective controls, procedures, and policies; • financial reporting, revenue recognition, or other financial or control deficiencies of the acquired company that we do not adequately address and that cause our reported results to be incorrect; • liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities; • failing to achieve the expected benefits of the acquisition or investment; and • litigation or other claims in connection with the acquired company, including claims from or against terminated employees, clients, current and former stockholders, or other third parties.
There are significant risks and costs inherent in establishing and doing business in international markets, including: • difficulty establishing and managing international entities, offices, or operations and the increased operations, travel, infrastructure, and legal and compliance costs associated with operations, entities, or people in different countries or regions; • the need to understand, interpret and comply with local laws, regulations, and customs in multiple jurisdictions, including laws and regulations governing broker-dealer, investment adviser, mortgage broker, or other regulated entity practices, some of which might require permissions, registrations, authorizations, licenses, or consents, or might be different from, or conflict with, those of other jurisdictions or foreign cybersecurity, data privacy, or labor and employment laws; • the additional complexities of any merger or acquisition activity internationally, which would be new for us and could subject us to additional regulatory scrutiny or approvals; • the need to adapt, localize, and position our platform, products, and services for specific countries; • increased exposure to foreign fraud vectors; • increased competition from local providers of similar products and services; • challenges of obtaining, maintaining, protecting, defending, and enforcing intellectual property rights abroad, including the challenge of extending or obtaining third-party intellectual property rights to use various technologies in new countries; • the need to offer client support and other aspects of our offering (including websites, articles, blog posts, and client support documentation) in various languages or locations; • compliance with anti-bribery and anti-corruption laws, such as the U.S.
There are significant risks and costs inherent in establishing and doing business in international markets, including: • difficulty establishing and managing international entities, offices, or operations and the increased operations, travel, infrastructure, and legal and compliance costs associated with operations, entities, or people in different countries or regions; • the need to understand, interpret and comply with local laws, regulations, and customs in multiple jurisdictions, including laws and regulations governing broker-dealer, investment adviser, mortgage broker, or other regulated entity practices, some of which might require permissions, registrations, authorizations, licenses, or consents, or might be different from, or conflict with, those of other jurisdictions or foreign cybersecurity, data privacy, or labor and employment laws; • the additional complexities of any merger or acquisition activity internationally, which would be new for us and could subject us to additional regulatory scrutiny or approvals; • the need to adapt, localize, and position our platform, products, and services for specific countries; • increased exposure to foreign fraud vectors; • increased competition from local providers of similar products and services; • challenges of obtaining, maintaining, protecting, defending, and enforcing intellectual property rights abroad, including the challenge of extending or obtaining third-party intellectual property rights to use various technologies in new countries; 34 Table of Contents • the need to offer client support and other aspects of our offering (including websites, articles, blog posts, and client support documentation) in various languages or locations; • compliance with anti-bribery and anti-corruption laws, such as the U.S.
Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) and equivalent anti-money laundering and sanctions rules and requirements in local markets, by us, our employees, and our business partners; • the need to recruit and manage staff in new countries and regions to support international operations, and comply with employment law, tax, payroll, and benefits requirements in multiple countries; • the need to enter into new business partnerships with third-party service providers in order to provide our platform, products, and services in the local market, or to meet regulatory obligations; • varying levels of internet technology adoption and infrastructure, and increased or varying network and hosting service provider costs and differences in technology service delivery in different countries; • fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or prohibit conversion of other currencies into U.S. dollars; 65 Table of Contents • treatment of revenue from international sources, evolving domestic and international tax environments; • other potential tax issues, including, but not limited to, with respect to our corporate operating structure and intercompany arrangements; and • political or social change or unrest or economic instability in a specific country or region in which we operate.
Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), and equivalent anti-money laundering and sanctions rules and requirements in local markets, by us, our employees, and our business partners; • the need to recruit and manage staff in new countries and regions to support international operations, and comply with employment law, tax, payroll, and benefits requirements in multiple countries; • the need to enter into new business partnerships with third-party service providers in order to provide our platform, products, and services in the local market, or to meet regulatory obligations; • varying levels of internet technology adoption and infrastructure, and increased or varying network and hosting service provider costs and differences in technology service delivery in different countries; • fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or prohibit conversion of other currencies into U.S. dollars; • treatment of revenue from international sources, evolving domestic and international tax environments; • other potential tax issues, including, but not limited to, with respect to our corporate operating structure and intercompany arrangements; and • political or social change or unrest or economic instability in a specific country or region in which we operate.
We believe that the successful use of our platform, products, and services requires high-quality support and engagement with our clients. Increased demand for client support, without corresponding increases in revenue or potentially personnel, could increase our costs and adversely affect our business, operating results, and financial condition.
We believe that the successful use of our platform, products, and services requires high-quality support and engagement with our clients. Increased demand for client support, without corresponding increases in revenue or personnel, could increase our costs and adversely affect our business, operating results, and financial condition.
Moreover, the announcement of these tariffs resulted in significant volatility in the stock market and temporarily resulted in a decrease in platform assets, but which fully recovered to pre-announcement levels within one month of the tariffs announcement.
Moreover, the announcement of these tariffs resulted in significant volatility in the stock market and temporarily resulted in a decrease in platform assets, but fully recovered to pre-announcement levels within one month of the tariffs announcement.
Any failure or perceived failure by us to comply with our privacy policies, or applicable U.S. and international data 92 Table of Contents privacy and security laws, rules, regulations, standards, certifications, or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release, or transfer of personal data, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time, and other resources, proceedings or actions against us by individuals, consumer rights groups, governmental agencies, or others, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions, and costly litigation, including class actions.
Any failure or perceived failure by us to comply with our privacy policies, or applicable U.S. and international data privacy and security laws, rules, regulations, standards, certifications, or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release, or transfer of personal data, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time, and other resources, proceedings or actions against us by individuals, consumer rights groups, governmental agencies, or others, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions, and costly litigation, including class actions.
Although we monitor our use of open source software in an effort to comply with the terms of the applicable open source licenses, to avoid subjecting our platform, products, and services to conditions we do not intend, and to avoid subjecting our platform, products, and services to security vulnerabilities, many of the risks associated with use of open source software cannot be eliminated and such risks could materially adversely affect our business, 88 Table of Contents operating results, and financial condition, as well as our reputation, including if we are required to take remedial action that may divert resources away from our development efforts.
Although we monitor our use of open source software in an effort to comply with the terms of the applicable open source licenses, to avoid subjecting our platform, products, and services to conditions we do not intend, and to avoid subjecting our platform, products, and services to security vulnerabilities, many of the risks associated with use of open source software cannot be eliminated and such risks could materially adversely affect our business, operating results, and financial condition, as well as our reputation, including if we are required to take remedial action that may divert resources away from our development efforts.
We used approximately $140.9 million to satisfy federal and state tax withholding and remittance obligations in connection with the net settlement of a portion of the RSUs outstanding as of July 31, 2025 for which the service-based vesting condition was satisfied before December 12, 2025 and for which the performance-based vesting condition was satisfied in connection with our IPO.
We used approximately $140.9 million to satisfy federal and state tax withholding and remittance obligations in connection with the net settlement of a portion of the RSUs outstanding as of October 31, 2025 for which the service-based vesting condition was satisfied before December 12, 2025 and for which the performance-based vesting condition was satisfied in connection with our IPO.
We are closely monitoring this evolving situation and there can be no assurance that we will be able to mitigate the impacts of any trade measures on our clients, which could adversely impact our business, operating results, and financial conditions and our stock price. We may experience significant fluctuations in our operating results.
We are closely monitoring this evolving situation and there can be no assurance that we will be able to mitigate the impacts of any trade measures on our clients, which could adversely impact our business, operating results, and financial condition and our stock price. We may experience significant fluctuations in our operating results.
If we fail to timely and successfully implement new information systems and technologies, or effectively improve and upgrade our existing information systems and technologies or otherwise improve the efficiency of our systems, including in order to prevent or quickly address potential platform outages caused by such updates, or if such systems and technologies do not operate as intended, it could cause system interruptions and delays and could have an adverse impact on our internal controls (including internal controls over financial reporting), as well as our business, operating results, and financial condition.
If we fail to timely and successfully implement new information systems and technologies, or effectively improve and upgrade our existing information systems and technologies or otherwise improve the efficiency of our systems, including in order to prevent or quickly address potential platform outages 50 Table of Contents caused by such updates, or if such systems and technologies do not operate as intended, it could cause system interruptions and delays and could have an adverse impact on our internal controls (including internal controls over financial reporting), as well as our business, operating results, and financial condition.
ITEM 1A. RISK FACTORS Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-Q. The risks and uncertainties described below are not the only ones we face.
ITEM 1A. RISK FACTORS Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K. The risks and uncertainties described below are not the only ones we face.
Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), federal NOLs we generated in tax years beginning after December 31, 2017, may be carried forward indefinitely but may only be used to offset 80% of our taxable income annually, and the One Big Beautiful Bill Act of 2025 further reformed the Code, including by permanently extending certain provisions within 94 Table of Contents the TCJA and restoring the deductibility of domestic research and development expenditures.
Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), federal NOLs we generated in tax years beginning after December 31, 2017, may be carried forward indefinitely but may only be used to offset 80% of our taxable income annually, and the One Big Beautiful Bill Act of 2025 further reformed the Code, including by permanently extending certain provisions within the TCJA and restoring the deductibility of domestic research and development expenditures.
Covenants include, but are not limited to, restrictions on our and certain of our subsidiaries’ ability to incur indebtedness, grant liens, dispose of assets, make certain restricted payments such as distributions to holders of our capital stock or the capital stock of our subsidiaries, share repurchases, make investments, or engage in transactions with our affiliates, and require us to maintain minimum tangible net worth, liquidity, and consolidated fixed charge coverage ratio.
Covenants include, but are not limited to, restrictions on our and certain of our subsidiaries’ ability to incur indebtedness, grant liens, dispose of assets, make certain restricted payments such as distributions to holders of our capital stock or the capital 65 Table of Contents stock of our subsidiaries, share repurchases, make investments, or engage in transactions with our affiliates, and require us to maintain minimum tangible net worth, liquidity, and consolidated fixed charge coverage ratio.
In addition, the current limited public float of our common stock will tend to increase the volatility of the trading price of our common stock, which may be further increased due to retail investor interest. These fluctuations could cause you to lose all or part of your investment in our common stock.
In addition, the current limited public float of our common stock may increase the volatility of the trading price of our common stock, which may be further increased due to retail investor interest. These fluctuations could cause you to lose all or part of your investment in our common stock.
As a result of this criticism or any potential negative publicity, clients may reduce their investment on, or discontinue entirely their use of, our platform, clients may become less willing to provide positive reviews and recommendations of our products and services, we may have difficulty attracting new clients, and we may have to spend significantly more on marketing or advertising, each of which could adversely impact our business, operating results, and financial condition.
As a result of this criticism or any potential negative publicity, 25 Table of Contents clients may reduce their investment on, or discontinue entirely their use of, our platform, clients may become less willing to provide positive reviews and recommendations of our products and services, we may have difficulty attracting new clients, and we may have to spend significantly more on marketing or advertising, each of which could adversely impact our business, operating results, and financial condition.
In addition, banks in the United States with which we may partner in the future either in addition to or in lieu of our existing arrangements, in particular program banks that commonly enter into similar relationships with other financial services companies, may be prohibited from partnering with us, or may terminate our relationship once established, as a result of increased regulatory scrutiny or changes to applicable laws and regulations.
In addition, banks in the United States with which we may partner in the future either in addition to or in lieu of our existing arrangements, in particular program banks that commonly enter into similar relationships with other financial services companies, may be prohibited from partnering with us, or may terminate our 36 Table of Contents relationship once established, as a result of increased regulatory scrutiny or changes to applicable laws and regulations.
Any unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of, or modification of data, including personal data, cybersecurity breach or other security incident that we, our clients or our third-party or their service providers experience or the perception that one has occurred or might occur, could harm our reputation, reduce the demand for our products and services and disrupt normal business 90 Table of Contents operations.
Any unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of, or modification of data, including personal data, cybersecurity breach or other security incident that we, our clients or our third-party or their service providers experience or the perception that one has occurred or might occur, could harm our reputation, reduce the demand for our products and services and disrupt normal business operations.
If federal and state financial services regulators once again begin enforcing existing laws, regulations, and rules aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks, the resulting uncertainties regarding our compliance obligations would make our business planning more difficult and could result in changes 74 Table of Contents to our business model and potentially adversely impact our business, operating results, and financial condition.
If federal and state financial services regulators once again begin enforcing existing laws, regulations, and rules aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks, the resulting uncertainties regarding our compliance obligations would make our business planning more difficult and could result in changes to our business model and potentially adversely impact our business, operating results, and financial condition.
Any such disruption, which would affect all broker-dealers participating in our cash sweep program with the failed institution, would likely adversely affect our reputation with our clients, potentially resulting in a loss of business and associated income.
Any such disruption, which would affect all broker-dealers participating in cash sweep programs with the failed institution, would likely adversely affect our reputation with our clients, potentially resulting in a loss of business and associated income.
If one or 62 Table of Contents more of our program banks were to fail or be taken over by the FDIC, our clients’ ability to access such accounts could be temporarily or permanently limited and they could lose all amounts in excess of applicable deposit insurance limits, which could adversely affect our business, operating results, and financial condition.
If one or more of our program banks were to fail or be taken over by the FDIC, our clients’ ability to access such accounts could be temporarily or permanently limited and they could lose all amounts in excess of applicable deposit insurance limits, which could adversely affect our business, operating results, and financial condition.
Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high risk” AI Technologies to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.
Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high risk” AI Technologies to implement certain safeguards against 53 Table of Contents algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.
Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to 97 Table of Contents opt for lower overall policy limits and coverage or to forgo insurance that we may otherwise rely on to cover significant litigation defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar coverage.
Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits and coverage or to forgo insurance that we may otherwise rely on to cover significant litigation defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar coverage.
See “Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could cause the market price of our common stock to decline.” If we decide to or are required to remit tax obligations on behalf of our employees, we could have significant 99 Table of Contents cash outlays that could have an adverse effect on our financial condition.
See “Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could cause the market price of our common stock to decline.” If we decide to or are required to remit tax obligations on behalf of our employees, we could have significant cash outlays that could have an adverse effect on our financial condition.
While we believe that automated investment technology improves our services, automated systems are subject to a variety of risks including, but not limited to, technical system flaws, outages, system failures, or latency that could prevent timely trades or rebalancing, or employee tampering or manipulation of those systems, which 69 Table of Contents may result in losses to our clients.
While we believe that automated investment technology improves our services, automated systems are subject to a variety of risks including, but not limited to, technical system flaws, outages, system failures, or latency that could prevent timely trades or rebalancing, or employee tampering or manipulation of those systems, which may result in losses to our clients.
Any failure to comply with AML and CFT laws and regulations could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, reputational harm, adverse media coverage, and other collateral consequences.
Any failure to comply with AML and CFT laws and regulations could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, reputational harm, adverse media 47 Table of Contents coverage, and other collateral consequences.
Third parties have claimed, and may claim in the future, that aspects of our platform or website infringe, misappropriate, or otherwise violate their intellectual property rights and such claims could be time-consuming or costly to defend or settle, result in the loss of significant rights, or harm our relationships with our clients or reputation in the industry.
Third parties have claimed, and may claim in the future, that aspects of our platform or website infringe, misappropriate, or otherwise violate their intellectual property rights and such claims 55 Table of Contents could be time-consuming or costly to defend or settle, result in the loss of significant rights, or harm our relationships with our clients or reputation in the industry.
In connection with the IPO, we, all of our directors and executive officers, the selling stockholders in the IPO, and certain other holders are subject to market stand-off agreements or have agreed not to offer, sell, or agree to sell, directly or indirectly, any shares of common stock without the permission of each of Goldman Sachs & Co.
In connection with the IPO, we, all of our directors and executive officers, the selling stockholders in the IPO, and certain other holders are subject to market stand-off agreements or have agreed not to offer, 67 Table of Contents sell, or agree to sell, directly or indirectly, any shares of common stock without the permission of each of Goldman Sachs & Co.
Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits and coverage or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs, or incur 102 Table of Contents substantially higher costs to maintain the same or similar coverage.
Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits and coverage or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs, or incur substantially higher costs to maintain the same or similar coverage.
The amounts our clients invest on our platform may decline or fluctuate, and their decision to invest on our platform at all may be impacted, as a result of various factors, which may not be entirely within our control, including their satisfaction with our platform, products, and services and with our client support, the performance of their investments, interest rates offered to clients, our fee structure, our reputation and brand, competing products or services, the effects of domestic or global economic conditions, changes in our clients’ investment strategies, and reductions in our clients’ investible assets or investment levels.
The amounts our clients invest on our platform may decline or fluctuate, and their decision to invest on our platform at all may be impacted by various factors, which may not be entirely within our control, including their satisfaction with our platform, products, and services and with our client support, the performance of their investments, interest rates offered to clients, our fee structure, our reputation and brand, competing products or services, the effects of domestic or global economic conditions, changes in our clients’ investment strategies, and reductions in our clients’ investible assets or investment levels.
These provisions may limit a stockholders’ ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits against us and our directors, officers, and employees.
These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits against us and our directors, officers, and employees.
In addition, if a large program bank were to fail and we were unable to withdraw client funds in advance of that failure, there could be a disruption in client access to their insured deposits until the 67 Table of Contents accounts from the failed institution are assigned to a successor selected by the FDIC or are paid out.
In addition, if a large program bank were to fail and we were unable to withdraw client funds in advance of that failure, there could be a disruption in client access to their insured deposits until the accounts from the failed institution are assigned to a successor selected by the FDIC or are paid out.
Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.
Sales of a substantial number of such shares upon expiration of the Lock-up Period, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.
The legal systems of certain foreign countries do not favor the enforcement of patents, trademarks, copyrights, trade secrets, and other intellectual property and proprietary protection, which could make it difficult for us to prevent or stop any infringement, misappropriation, dilution, or other 85 Table of Contents violation of our intellectual property rights.
The legal systems of certain foreign countries do not favor the enforcement of patents, trademarks, copyrights, trade secrets, and other intellectual property and proprietary protection, which could make it difficult for us to prevent or stop any infringement, misappropriation, dilution, or other violation of our intellectual property rights.
As we gain greater market visibility, we may face a higher risk of being the subject of intellectual property infringement claims. 86 Table of Contents There may be third-party intellectual property rights, including issued or pending patents and trademarks, that cover significant aspects of our technologies or business methods and assets.
As we gain greater market visibility, we may face a higher risk of being the subject of intellectual property infringement claims. There may be third-party intellectual property rights, including issued or pending patents and trademarks, that cover significant aspects of our technologies or business methods and assets.
Moreover, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, relating to our intellectual property rights, and if securities analysts 87 Table of Contents or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.
Moreover, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, relating to our intellectual property rights, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.
Our Cash Account program and the Wealthfront-branded debit card could subject us to federal and state consumer protection laws and regulations, including the Electronic Fund Transfer Act and Regulation E as implemented by the Consumer Financial Protection Bureau (“CFPB”), and to payment card association operating rules, including data security rules and certification requirements, which could change or be reinterpreted to make it difficult or impossible for us to comply.
Our Cash Account program and the Wealthfront-branded debit card could subject us to federal and state consumer protection laws and regulations, including the Electronic Fund Transfer Act and 37 Table of Contents Regulation E as implemented by the Consumer Financial Protection Bureau (“CFPB”), and to payment card association operating rules, including data security rules and certification requirements, which could change or be reinterpreted to make it difficult or impossible for us to comply.
Our success depends in part upon continued distribution through app stores and effective operation with mobile operating systems, networks, technologies, products, hardware, and standards that we do not control. 81 Table of Contents A substantial amount of our clients’ activity on our platforms occurs on mobile devices.
Our success depends in part upon continued distribution through app stores and effective operation with mobile operating systems, networks, technologies, products, hardware, and standards that we do not control. A substantial amount of our clients’ activity on our platforms occurs on mobile devices.
Moreover, we cannot guarantee that we have not incorporated open source software in our platform in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures, or that our processes for controlling our use of open source software in our platform are or will be effective.
Moreover, we cannot guarantee that we have 58 Table of Contents not incorporated open source software in our platform in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures, or that our processes for controlling our use of open source software in our platform are or will be effective.
As the breadth and complexity of the technologies we use and the software and platforms we develop continue to grow, the potential risk of security breaches and cybersecurity attacks increases. 89 Table of Contents Cybersecurity attacks and other malicious internet-based activity continue to increase and financial technology platform providers have been and expect to continue to be targeted.
As the breadth and complexity of the technologies we use and the software and platforms we develop continue to grow, the potential risk of security breaches and cybersecurity attacks increases. Cybersecurity attacks and other malicious internet-based activity continue to increase and financial technology platform providers have been and expect to continue to be targeted.
We cannot be certain that our insurance coverage will be adequate to address the results of regulatory or civil investigations or any liabilities resulting from a cybersecurity incident, that adequate insurance will be available to us on economically reasonable terms, or that our insurer will cover all cybersecurity incident-related claims.
We cannot be certain that our insurance coverage will be adequate to address the results of regulatory or civil investigations or any liabilities resulting from a cybersecurity incident, that adequate insurance will be available to us on economically reasonable terms, 60 Table of Contents or that our insurer will cover all cybersecurity incident-related claims.
Our compliance and risk management policies and procedures as a regulated financial services company might not be fully effective in identifying or mitigating compliance and risk exposure in all market environments or against all types of risk. 63 Table of Contents As a financial services company, our business exposes us to a number of heightened risks.
Our compliance and risk management policies and procedures as a regulated financial services company might not be fully effective in identifying or mitigating compliance and risk exposure in all market environments or against all types of risk. As a financial services company, our business exposes us to a number of heightened risks.
Additionally, if we are unable to license technology from third parties, we may be forced to acquire or develop alternative technology, which we may be unable to do in a commercially feasible manner, or at all, and may require us to use alternative technology of lower quality or performance standards.
Additionally, if we are unable to 57 Table of Contents license technology from third parties, we may be forced to acquire or develop alternative technology, which we may be unable to do in a commercially feasible manner, or at all, and may require us to use alternative technology of lower quality or performance standards.
If we require that RSU holder utilize sell-to-cover, we expect each settlement and sell-to-cover transaction to extend over a multi-day period based on trading volumes.
If we require that RSU holders utilize sell-to-cover, we expect each settlement and sell-to-cover transaction to extend over a multi-day period based on trading volumes.
Such changes could also adversely impact our capital because our operations require a commitment of our capital and, despite safeguards implemented by our software, involve risks of losses due to the potential failure of our clients to perform their obligations under 64 Table of Contents these transactions.
Such changes could also adversely impact our capital because our operations require a commitment of our capital and, despite safeguards implemented by our software, involve risks of losses due to the potential failure of our clients to perform their obligations under these transactions.
Investment Adviser Regulations 75 Table of Contents Each of Wealthfront Advisers LLC and Wealthfront Strategies LLC is registered and subject to regulation as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), including the antifraud provisions of the Advisers Act and other federal securities laws, and the rules promulgated thereunder.
Investment Adviser Regulations Each of Wealthfront Advisers LLC and Wealthfront Strategies LLC is registered and subject to regulation as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), including the antifraud provisions of the Advisers Act and other federal securities laws, and the rules promulgated thereunder.
If such net capital rules are changed or expanded, if there is an unusually large charge against net capital, or if we make changes in our business operations that increase our capital requirements, operations that require an intensive use of capital could be limited.
If such net capital rules are changed 41 Table of Contents or expanded, if there is an unusually large charge against net capital, or if we make changes in our business operations that increase our capital requirements, operations that require an intensive use of capital could be limited.
For example, in December 2018, our subsidiary Wealthfront Advisers LLC entered into a settlement with the SEC in connection with 78 Table of Contents an investigation regarding compliance with certain applicable investment advisory regulations and the application of those regulations to robo-advisers.
For example, in December 2018, our subsidiary Wealthfront Advisers LLC entered into a settlement with the SEC in connection with an investigation regarding compliance with certain applicable investment advisory regulations and the application of those regulations to robo-advisers.
In October 2025, we entered into the Amended Revolver by and among us and certain lenders, some of which are affiliated with certain members of our underwriting syndicate, to fund working capital and general corporate purpose expenditures.
In October 2025, we entered into the Amended Revolver (as defined below) by and among us and certain lenders, some of which are affiliated with certain members of our underwriting syndicate, to fund working capital and general corporate purpose expenditures.
Such changes to existing standards or changes in their interpretation may 95 Table of Contents have an adverse effect on our reputation, business, financial condition, and profitability, or cause an adverse deviation from our revenue and operating profit target, which may adversely affect our financial results. Our Amended Revolver contains restrictive and financial covenants that may limit our operational flexibility.
Such changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial condition, and profitability, or cause an adverse deviation from our revenue and operating profit target, which may adversely affect our financial results. Our Amended Revolver contains restrictive and financial covenants that may limit our operational flexibility.
Additionally, if prevailing interest rates offered by our program banks decline more quickly than the interest rates we offer to our clients, our revenues from Cash Account fees will decline. Higher interest rates can result in clients moving cash out of investments.
Additionally, if prevailing yields offered by our program banks decline more quickly than the interest rates offered to our clients, our revenues from Cash Account fees will decline. Higher interest rates can result in clients moving cash out of investments.
Each provider of these operating systems and stores has broad discretion to change and interpret its terms of service and policies with respect to our platforms and those changes might be unfavorable to us and our clients’ use of our platform.
Each provider of these operating systems and stores has broad discretion to change and interpret its terms of service and policies with respect to our 51 Table of Contents platforms and those changes might be unfavorable to us and our clients’ use of our platform.
We expect our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.
We expect our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K to be filed in 2027.
As part of our business strategy, we have in the past and may in the future acquire or make investments in complementary companies, services, products, technologies, or talent. For example, we recently completed an acquisition of Wealthfront Home Lending, LLC (f/k/a Unified National Mortgage LLC, d/b/a Afford Lending).
As part of our business strategy, we have in the past and may in the future acquire or make investments in complementary companies, services, products, technologies, or talent. For example, in July 2024, we completed the acquisition of Wealthfront Home Lending, LLC (f/k/a Unified National Mortgage LLC, d/b/a Afford Lending).
Further, as we grow, our existing systems, processes, and controls may not prevent or detect all errors, omissions, or fraud. Any future growth will continue to add complexity to our organization and require effective coordination throughout our organization. Our current and planned personnel, systems, procedures, and controls may not be adequate to support our future operations.
Further, as we grow, our existing systems, processes, and controls may 20 Table of Contents not prevent or detect all errors, omissions, or fraud. Any future growth will continue to add complexity to our organization and require effective coordination throughout our organization. Our current and planned personnel, systems, procedures, and controls may not be adequate to support our future operations.
Changes in these laws and regulations, or our failure to comply with these laws and regulations, could harm our business. 73 Table of Contents We are subject to a wide variety of local, state, federal, and international laws, regulations, licensing schemes, and industry standards.
Changes in these laws and regulations, or our failure to comply with these laws and regulations, could harm our business. We are subject to a wide variety of local, state, federal, and international laws, regulations, licensing schemes, and industry standards.
The SEC has authority to inspect any investment adviser and typically inspects a registered adviser periodically to determine whether the adviser is conducting its activities (i) in accordance with applicable laws, (ii) in a manner that is consistent with disclosures made to clients, and (iii) with adequate systems and procedures to ensure compliance.
The SEC has authority to inspect any investment adviser and typically inspects a registered adviser periodically to determine whether the 45 Table of Contents adviser is conducting its activities (i) in accordance with applicable laws, (ii) in a manner that is consistent with disclosures made to clients, and (iii) with adequate systems and procedures to ensure compliance.
Any failure or 76 Table of Contents perceived failure of compliance on our part to comply with the laws and regulations may subject us to significant liabilities or penalties, or otherwise adversely affect our business, operating results, and financial condition.
Any failure or perceived failure of compliance on our part to comply with the laws and regulations may subject us to significant liabilities or penalties, or otherwise adversely affect our business, operating results, and financial condition.
As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock. We have never declared or paid any cash dividends on our capital stock.
As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock. 68 Table of Contents We have never declared or paid any cash dividends on our capital stock.
For example, changes in financial market prices, currency exchange rates, or interest rates have caused, and could in the future cause, the value of our platform assets to decline, resulting in lower investment advisory fee and/or Cash Account fees. Changing market conditions could also cause an impairment to the value of 52 Table of Contents our intangible assets.
For example, changes in financial market prices, currency exchange rates, or interest rates have caused, and could in the future cause, the value of our platform assets to decline, resulting in lower investment advisory fees and/or Cash Account fees. Changing market conditions could also cause an impairment to the value of our intangible assets.
A critical factor in attracting new clients to our platform is how prominently we are displayed in response to search queries. Accordingly, we use search engine marketing to provide a significant portion of our visitor acquisition.
A critical factor in attracting 28 Table of Contents new clients to our platform is how prominently we are displayed in response to search queries. Accordingly, we use search engine marketing to provide a significant portion of our visitor acquisition.
There may also be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or products.
There may also be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current 54 Table of Contents or future technologies or products.
There can be no assurance that our intellectual property rights will be sufficient to protect 84 Table of Contents against our competitors gaining access to our proprietary technology or developing and commercializing substantially identical products, services, or technologies, which could adversely affect our business, operating results, and financial condition.
There can be no assurance that our intellectual property rights will be sufficient to protect against our competitors gaining access to our proprietary technology or developing and commercializing substantially identical products, services, or technologies, which could adversely affect our business, operating results, and financial condition.
If not utilized, our California and other state NOL carryforwards will begin to expire in 2032, with some state NOL carryforwards never expiring.
If not utilized, our California and other state NOL carryforwards will begin to expire in 2029, with some state NOL carryforwards never expiring.
Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as: • greater name and brand recognition; • significant market share; • longer operating histories and larger client bases; • larger marketing budgets and organizations; • more established marketing, banking, and compliance relationships; • stronger client support services; • greater resources to make acquisitions; • lower labor, personnel, and operational costs; • larger and more mature intellectual property portfolios; and • substantially greater financial, technical, and other resources.
Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as: • greater name and brand recognition; • significant market share; • longer operating histories and larger client bases; • a larger suite of products and services; • larger marketing budgets and organizations; • more established marketing, banking, and compliance relationships; 23 Table of Contents • stronger client support services; • greater resources to make acquisitions; • lower labor, personnel, and operational costs; • larger and more mature intellectual property portfolios; and • substantially greater financial, technical, and other resources.
If we are unable to collect and retain the amount of the chargeback, refund, or return from the client, or if the client refuses or is unable, due to bankruptcy or other reasons, to reimburse us, we bear the loss of such amount.
If we are unable to collect and retain the amount of the chargeback, refund, or return from 33 Table of Contents the client, or if the client refuses or is unable, due to bankruptcy or other reasons, to reimburse us, we bear the loss of such amount.
Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in U.S. federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in U.S. federal court. 71 Table of Contents Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
In addition, if the federal government or any state government took the position that we are a money services business or a money transmitter business, they could require us to register as such with the Financial Crimes Enforcement Network and/or obtain money transmitter licenses, as applicable.
In addition, if the federal government or any state government took the position that we are a money services 38 Table of Contents business or a money transmitter business, they could require us to register as such with the Financial Crimes Enforcement Network and/or obtain money transmitter licenses, as applicable.
We may experience ownership changes in the future as a result of shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change U.S.
We may experience ownership changes in the future as a result of shifts in our stock ownership. 64 Table of Contents As a result, if we earn net taxable income, our ability to use our pre-change U.S.
Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial 61 Table of Contents condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.
Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics we disclose.
In addition, we offer, in conjunction with our program 68 Table of Contents banks, a referral reward program that allows eligible clients to receive promotional benefits, including an annual yield increase from program banks on their Cash Account, for referring new clients to our platform.
In addition, we offer, in conjunction with our program banks, a referral reward program that allows eligible clients to receive promotional benefits, including an annual yield increase from program banks on their Cash Account, for referring new clients to our platform.
Significant assumptions and estimates used in preparing our consolidated financial statements include, but are not limited to, the valuation of allowance for credit losses, warrant liabilities, SAFEs, and the convertible note, useful lives assigned to property and equipment, the discount rates used for leases, stock-based compensation, including the determination of the fair value of our common stock, and the realizability of deferred tax assets, net and uncertain tax positions.
Significant assumptions and estimates used in preparing our consolidated financial statements include, but are not limited to, the valuation of allowance for credit losses, warrant liabilities, simple agreements for future equity (“SAFEs”), and the convertible note, useful lives assigned to property and equipment, the discount rates used for leases, stock-based compensation, including the determination of the fair value of our common stock, and the realizability of deferred tax assets, net and uncertain tax positions.
We expect new services and technologies to continue to emerge and evolve, which may be superior to the products and services we currently provide, and we cannot predict the effects of new services and technologies on our business.
We expect new services and technologies to continue to emerge and evolve, which may be superior to the products and services we 24 Table of Contents currently provide, and we cannot predict the effects of new services and technologies on our business.
Green Dot establishes direct banking relationships with our clients and provides services that include a Wealthfront-branded debit card, ATM network access, and mobile check deposit. UMB provides limited ACH capabilities and does not have a direct banking relationship with our clients.
Green Dot establishes direct banking relationships with our clients and provides services that include a Wealthfront-branded debit card, ATM network access, and mobile check 35 Table of Contents deposit. UMB provides limited ACH capabilities and does not have a direct banking relationship with our clients.
Risks Related to Our Cash Management Products and Services Our cash management products and services subject us to risks related to our bank partnerships. We partner with Green Dot Bank (“Green Dot”) and UMB Bank (“UMB”) to provide cash management services to our clients in connection with our Cash Account.
Risks Related to Our Cash Management Products and Services Our cash management products and services subject us to risks related to our bank partnerships. We partner with Green Dot and UMB to provide cash management services to our clients in connection with our Cash Account.
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Item 2. Properties
Properties — owned and leased real estate
0 edited+2 added−133 removed0 unchanged
Item 2. Properties
Properties — owned and leased real estate
0 edited+2 added−133 removed0 unchanged
2025 filing
2026 filing
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and operating results should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the year ended January 31, 2025 included in the final prospectus for our IPO dated as of December 11, 2025 and filed with the SEC pursuant to Rule 424(b) on December 12, 2025 (the “Final Prospectus”).
Added
ITEM 2. PROPERTIES Our corporate headquarters is located in Palo Alto, California, where we currently have a lease commitment for a facility with an expiration date in 2028. We otherwise lease office facilities in San Francisco, California, and New York, New York.
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In addition to our historical operating results and financial position, this discussion contains forward-looking statements that are subject to risks and uncertainties.
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We believe our facilities are suitable for their present and intended purposes and are operating at a level consistent with the requirements of the industry in which we operate. We also believe that our leases are at competitive or market rates and do not anticipate any difficulty in leasing suitable additional space upon expiration of our current lease terms.
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You should read the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
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Our fiscal year ends on January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31. Company Overview Wealthfront is a technology-driven financial solutions platform specifically engineered to help digital native generations build long-term wealth through a broad, automated suite of investment, cash management, financial planning and borrowing and lending products.
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As of October 31, 2025, our platform served 1.4 million funded clients and had $92.8 billion in platform assets reflecting the deep trust we have established through fundamentally aligned incentives and a commitment to our clients' financial success. Our business model is designed to optimize for our clients’ success.
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Our focus on delivering fully automated services results in being one of the lowest cost producers in each category in which we participate. We share the savings directly with our clients, significantly reducing their fees, improving their financial outcomes, and enhancing their trust in us.
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This trust leads clients to add more money to our platform as they save, adopt new products and refer their friends, family and co-workers. Our cost structure and our organic growth are business model advantages, and have enabled us to achieve our historic profitability, which allows us to further invest in our platform.
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Our revenue, earned primarily from platform asset-based fees, grows as clients’ wealth increases and they trust us with more assets. This aligns our incentives directly with our clients’ long-term financial success, allowing us to focus solely on growing and maintaining their wealth. We primarily generate revenue from cash management and investment advisory products.
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Cash management revenue is primarily earned from fees received for the delivery of cash management services, including our cash sweep program. 1 Investment advisory revenue consists of fees charged for investment advisory and portfolio management services.
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Investment advisory fees are earned based on the market value, less fee waivers, of investment advisory assets. 1 Wealthfront is not a bank, and we do not provide banking services or products directly to our clients.
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Clients are notified, via our website (including our Wealthfront Cash Account product page and Help Center), disclaimers included in certain advertising materials, legal disclosures provided on client account pages, and Wealthfront Advisers LLC’s Form ADV Part 2A Client Brochure, that Wealthfront does not provide direct banking services and such services are provided through third-party banking partners.
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Clients are able to view the names of our specific banking partners and the services which they provide on our website and certain disclosures. 32 Table of Contents Key Business Metrics We monitor the following key business metrics to help us evaluate our business, identify trends, formulate business plans and make strategic decisions: Three Months Ended October 31, 2025 2024 $ Change % Change Platform assets ($ millions) $ 92,821 $ 76,496 $ 16,325 21 % Cash management 47,011 41,400 5,611 14 % Investment advisory 45,810 35,096 10,714 31 % Net deposits ($ millions) $ 1,568 $ 4,394 $ (2,826) (64) % Funded clients (thousands) 1,378 1,149 229 20 % Platform assets : We define “platform assets” as the total value of financial assets held by clients in their accounts as of a stated date on our platform.
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Net deposits and changes in value attributable to financial market performance are included in the change in platform assets in any given period. We further break down platform assets into two categories of products: cash management and investment advisory.
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Platform assets were $92.8 billion as of October 31, 2025, an increase of $16.3 billion, or 21%, compared to October 31, 2024. The increase in platform assets was primarily due to a 14% year-over-year increase in cash management assets and a 31% year-over-year increase in investment advisory assets.
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Net deposits : We define “net deposits” as the value of all assets clients have placed into products on our platform, net of withdrawals, over a defined period of time. We exclude changes in value attributable to financial market performance from this metric.
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We view net deposits as an important barometer of our ability to scale and grow organically and accumulate assets onto our platform. We view the relevant metric as net deposits on a platform-wide basis, not by individual product.
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Although net deposits can vary by product based on the economic environment, as described below, total net deposits provides a more comprehensive view of our growth because our platform offers diverse financial products that are designed to perform under a wide range of economic conditions, allowing the business to maintain resilience and increase total platform assets across market cycles and through extraordinary events.
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Net deposits were $1.6 billion during the three months ended October 31, 2025, a decrease of $2.8 billion, or 64%, compared to the same period in the prior year.
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During the three months ended October 31, 2025, we recorded the second-highest quarterly volume of cross product flows—cash management clients' cross account transfers to existing investment advisory accounts as well as cash management clients' cross product adoption of new investment advisory accounts—in our history, as cash management clients increasingly transitioned liquidity into our investment advisory products.
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This successful internal rotation demonstrates our ability to capture and retain client wealth across product lines, deepening our relationship with 'digital native' high earners even as market conditions shift.
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Funded clients : We define “funded clients” as clients with balances greater than zero or that have been greater than zero on at least one occasion during the 45 consecutive calendar days ending as of the measurement date.
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Funded clients include clients with a zero balance across all accounts as of the measurement date if they had greater than zero balances in at least one account within 45 calendar days prior to the measurement date 2 .
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Individuals who shared funded joint accounts are each considered to be 2 As of October 31, 2025, approximately 1.3% of funded clients had an account with assets of zero during the applicable measurement period. 33 Table of Contents a separate funded client. The number of funded clients is as of a stated date and reflects our scale and monetization potential.
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Funded clients were 1.4 million as of October 31, 2025, an increase of 0.2 million, or 20%, compared to October 31, 2024. The increase in funded clients was primarily due to an increase in new cash management clients.
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Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources, and assess our performance. In addition to total revenue, net income and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”).
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Adjusted EBITDA is defined as net income, excluding: (i) interest expenses, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) change in fair value of the convertible note, warrant liabilities, and SAFEs, and (vi) nonrecurring expenses, if any.
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The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, are not driven by core results of operations and render comparisons with prior periods and competitors less meaningful. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.
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We believe Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance.
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Moreover, we have included Adjusted EBITDA and Adjusted EBITDA Margin in this Form 10-Q because it is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, identify trends affecting our business and perform strategic planning and annual budgeting.
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The following table presents a reconciliation of net income and net income margin, the most directly comparable GAAP measures, to Adjusted EBITDA and Adjusted EBITDA margin, respectively: Three Months Ended October 31, Nine Months Ended October 31, (in thousands, except percentages) 2025 2024 2025 2024 Net income $ 30,901 $ 30,046 $ 91,589 $ 162,355 Add: Interest expenses 217 1,031 383 2,557 Provision for (benefit from) income tax 3,844 (519) 17,138 (54,582) Depreciation and amortization of property, software, and equipment, net 1,860 1,649 5,568 4,457 EBITDA (non-GAAP) 36,822 32,207 114,678 114,787 Stock-based compensation expense 8,088 2,502 11,539 7,244 Change in fair value of convertible note, warrant liabilities, and SAFEs (1,097) 564 262 (15,545) Adjusted EBITDA $ 43,813 $ 35,273 $ 126,479 $ 106,486 Total revenue 93,220 80,309 268,857 226,179 Net income margin 33 % 37 % 34 % 72 % Adjusted EBITDA Margin 47 % 44 % 47 % 47 % 34 Table of Contents Components of Results of Operations Revenue Cash Management Cash management primarily consists of fees earned from program banks in our cash sweep program with respect to clients’ cash swept to each program bank (“Cash Account fees”).
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Cash Account fees are recognized daily and received on a monthly basis in arrears. We recognize Cash Account fees on a gross basis. We offer a referral incentive program for Cash Accounts whereby both the referred and referring clients receive a promotional benefit on Cash Account balances for a limited period of time.
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Consideration paid, additional interest, to a referred client is accounted for as a reduction to Cash Account fees. Consideration paid, additional interest, to clients for referring a new client is accounted for as a marketing cost within our condensed consolidated statements of operations.
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The amount of consideration paid in connection with Cash Account referrals through this promotional benefit program varies based on the Cash Account balance of each client participating in the program, as each such client receives a benefit in the form of an increased APY being passed along to that client for a period of time.
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From time to time we have also paid consideration to clients in connection with Cash Account referrals in the form of a fixed amount flat fee cash bonus. Investment Advisory Investment advisory consists of fees charged for investment advisory and portfolio management services.
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Investment advisory fees are earned based on a percentage applied to the market value, less fee waivers, of assets held in client accounts at the close of market. Investment advisory fees are recognized daily and charged to client accounts on a monthly basis in arrears.
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Advisory fee waivers are offered in connection with certain investing account referrals to each of the referred and referring clients on a portion of each such client’s own investing account balance, and such advisory fee waivers are accounted for as a reduction to investment advisory fees.
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We may also pay consideration to new clients in connection with investing account referrals in the form of a partial deposit match on deposits placed in the new client’s account within a specified period of time.
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Such consideration paid to a referred client is accounted for as a reduction to investment advisory fees, while the consideration paid to clients for referring a new client is accounted for as a marketing cost within our condensed consolidated statements of operations. Other Revenue Other revenue primarily consists of net interest margin revenue and proxy distribution revenue.
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For the nine months ended October 31, 2025, other revenue included a discontinued product. Costs and Operating Expenses Cost of revenue primarily consists of expenses related to cash management, brokerage platform, and data costs, inclusive of amortization of internally-developed software.
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Cash management costs primarily consist of amounts paid to a third party for the administration of our cash sweep program and debit card platform costs. Brokerage platform costs primarily consist of clearing and execution, money movement, tax reporting, client account maintenance, and individual retirement accounts custodial expenses.
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Data costs primarily consist of amounts paid for access to real-time market data and account linking. A large portion of our cost of revenue is variable and tied to Cash Account assets, new and existing clients and accounts, or money movement volumes.
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As the assets on our platform increase, the costs associated with maintaining and moving these assets to and from our platform also increase. We expect our cost of revenue to fluctuate from period to period and increase on an absolute basis as we grow.
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However, as a percentage of revenue our cost of revenue has declined and we expect our existing 35 Table of Contents products’ cost of revenue as a percentage of revenue to continue to decline in the long term as we benefit from the scalability of our platform.
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Product Development Product development expense primarily consists of personnel-related costs, including stock-based compensation, for engineers, data scientists, product managers, and designers, and allocated overhead as well as certain costs for cloud computing, and other costs incurred in connection with the development of our platform and new products as well as the improvement of existing products.
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We expect product development expense to increase on an absolute basis in the future as we continue to invest in enhancements to our platform, develop new products and improve existing products to serve the needs of our clients.
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As a percentage of revenue, we expect product development expense to decrease in the long term as we benefit from the scalability of our platform.
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General and Administrative General and administrative expense primarily consists of personnel-related costs, including stock-based compensation, for executive management and administrative functions, including finance and accounting, legal and compliance, and people operations, as well as general corporate and director and officer insurance. General and administrative expense also includes certain professional services costs, allocated overhead, and other business costs.
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We expect to incur additional expenses as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as higher expenses for general and director and officer insurance, investor relations, and professional services.
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We expect general and administrative expenses to increase on an absolute basis to support the growth of our business. As a percentage of revenue, we expect general and administrative expense to decrease in the long term as we benefit from the scalability of our platform.
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Marketing Marketing expense primarily consists of performance and brand advertising, personnel-related costs, including stock-based compensation, and allocated overhead.
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As part of our promotional interest referral incentive program, we offer existing clients the opportunity to earn a higher APY for referring new clients to the platform, which causes the total amount of consideration to vary based on the referring clients’ Cash Account balance.
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We also pay consideration to referring clients in connection with other referral incentive programs, the amount of which varies based on the applicable program; for example, we pay consideration to referring clients for certain investing account referrals in the form of a partial deposit match on deposits placed in the referring client’s own investing account within a specified period of time, and from time to time we have also paid consideration to referring clients for certain account referrals in the form of a fixed amount flat fee cash bonus.
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Consideration paid to clients for referring a new client, other than consideration paid in the form of a fee waiver, is accounted for as a marketing expense.
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We intend to keep investing in marketing to support client growth and expect marketing expense to fluctuate on an absolute and percentage of revenue basis from period to period depending on the attractiveness of efficient client acquisition opportunities.
Removed
Operations and Support Operations and support expense primarily consists of personnel-related costs, including stock-based compensation and allocated overhead, inclusive of amortization of internally-developed software costs. 36 Table of Contents We plan to continue to invest in operations and support expenses to adequately support significant client growth and expect operations and support to increase on an absolute basis.
Removed
As a percentage of revenue, we expect operations and support expenses to decrease in the long term as we benefit from the scalability of our platform.
Removed
Interest Expense Interest expense for the nine months ended October 31, 2025 primarily consists of commitment fees recognized as interest expense in connection with the Company’s credit agreements with a third party, as defined in Note 7.— Financing Activities.
Removed
Interest expense for the nine months ended October 31, 2024 primarily consists of interest expense related to the loan agreement entered into in January 2022 with an investor and member of our board to borrow up to $20.0 million (“Bridge Loan”).
Removed
We borrowed $10.0 million under the Bridge Loan in each of January 2022 and March 2022 for a total of $20.0 million. Borrowings under the Bridge Loan agreement accrued simple interest on the outstanding amounts at an interest rate of 10.0% per annum, based upon a year of 365 days and actual days elapsed.
Removed
The Bridge Loan agreement was amended in August 2023 to extend the maturity date from April 2, 2024 to September 30, 2025 and allow for interest to accrue on the outstanding balance of the Bridge Loan as of April 3, 2024 at a rate of 12.5% per annum, compounded annually from April 3, 2024 until September 30, 2025.
Removed
The Bridge Loan was paid off in full in November 2024. Other Expense (Income), Net Other expense (income), net primarily consists of fair value changes arising from remeasurements of our convertible note, warrant liabilities, and SAFEs. Provision for (Benefit From) Income Taxes The provision for (benefit from) income taxes primarily consists of federal, state, and local income taxes.
Removed
Our effective tax rate fluctuates from period to period due to changes in the mix of income and losses in jurisdictions with a wide range of tax rates, changes resulting from the amount of recorded valuation allowance, permanent differences between GAAP and local tax laws, certain one-time items, and changes in tax contingencies. 37 Table of Contents Results of Operations The following table sets forth our condensed consolidated statements of operations data for the periods indicated: Three Months Ended October 31, Nine Months Ended October 31, (in thousands) 2025 2024 2025 2024 Revenue: Cash management $ 68,812 $ 60,157 $ 201,951 $ 168,890 Investment advisory 24,182 19,141 66,096 53,413 Other revenue 226 1,011 810 3,876 Total revenue 93,220 80,309 268,857 226,179 Costs and operating expenses: Cost of revenue 10,178 7,988 28,433 22,421 Product development 20,922 17,063 62,381 46,430 General and administrative 15,404 7,365 34,144 21,251 Marketing 12,234 15,812 31,515 37,721 Operations and support 3,046 2,705 9,034 7,780 Total costs and operating expenses 61,784 50,933 165,507 135,603 Interest expense 217 1,031 383 2,557 Other expense (income), net (3,526) (1,182) (5,760) (19,754) Income before income taxes 34,745 29,527 108,727 107,773 Provision for (benefit from) income taxes 3,844 (519) 17,138 (54,582) Net income $ 30,901 $ 30,046 $ 91,589 $ 162,355 The following table sets forth stock-based compensation for the periods indicated below: Three Months Ended October 31, Nine Months Ended October 31, (in thousands) 2025 2024 2025 2024 Product development $ 850 $ 1,832 $ 3,147 $ 5,693 General and administrative 7,049 511 7,689 1,622 Marketing 62 134 230 427 Operations and support 127 275 473 860 Total stock-based compensation expense 8,088 2,752 11,539 8,602 Capitalized stock-based compensation expense — (250) — (1,358) Total stock-based compensation expense, net of amounts capitalized $ 8,088 $ 2,502 $ 11,539 $ 7,244 In the three and nine months ended October 31, 2025, we had not yet recognized stock-based compensation for awards with performance-based conditions because the qualifying event, such as an IPO, had not occurred and, therefore, could not be considered probable.
Removed
See Note 12. — Stock-Based Compensation of our condensed consolidated financial statements included elsewhere in this Form 10-Q and “Risk Factors—Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could cause the market price of our common stock to decline” in this Form 10-Q for more information. 38 Table of Contents The following table sets forth the components of our condensed consolidated statements of operations data, for each of the periods presented, as a percent of revenue: Three Months Ended October 31, Nine Months Ended October 31, (as a percentage of revenue) (1) 2025 2024 2025 2024 Revenue: Cash management 74 % 75 % 75 % 75 % Investment advisory 26 % 24 % 25 % 24 % Other revenue — % 1 % — % 2 % Total revenue 100 % 100 % 100 % 101 % Costs and operating expenses: Cost of revenue 11 % 10 % 11 % 10 % Product development 22 % 21 % 23 % 21 % General and administrative 17 % 9 % 13 % 9 % Marketing 13 % 20 % 12 % 17 % Operations and support 3 % 3 % 3 % 3 % Total costs and operating expenses 66 % 63 % 62 % 60 % Interest expense — % 1 % — % 1 % Other expense (income), net (4) % (1) % (2) % (9) % Income before income taxes 38 % 37 % 40 % 49 % Provision for (benefit from) income taxes 4 % (1) % 6 % (24) % Net income 34 % 38 % 34 % 73 % _______________ (1) Totals may not foot due to rounding.
Removed
Comparison of the Three and Nine Months Ended October 31, 2025 and October 31, 2024 Total Revenue Three Months Ended October 31, Nine Months Ended October 31, (in thousands, except percentages) 2025 2024 $ Change % Change 2025 2024 $ Change % Change Cash management $ 68,812 $ 60,157 $ 8,655 14 % $ 201,951 $ 168,890 $ 33,061 20 % Investment advisory 24,182 19,141 5,041 26 % 66,096 53,413 12,683 24 % Other revenue 226 1,011 (785) (78) % 810 3,876 (3,066) (79) % Total revenue $ 93,220 $ 80,309 $ 12,911 16 % $ 268,857 $ 226,179 $ 42,678 19 % Total revenue increased by $12.9 million, or 16%, and $42.7 million, or 19%, for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year, primarily driven by an increase in cash management and investment advisory assets. 39 Table of Contents Cash Management 3 Three Months Ended October 31, Nine Months Ended October 31, (in millions, except annualized rate and percentages) 2025 2024 Change % Change 2025 2024 Change % Change Cash management assets (off-balance sheet), beginning of the period $ 46,579 $ 38,085 $ 8,494 22 % $ 42,411 $ 29,361 $ 13,050 44 % Cash management assets (off-balance sheet), end of the period 47,011 41,400 5,611 14 % 47,011 41,400 5,611 14 % Average (1) 46,795 39,743 7,053 18 % 44,711 35,381 9,331 26 % Cash management revenue 68.8 60.2 8.7 14 % 202.0 168.9 33.1 20 % Annualized cash management fee rate (2) 0.58 % 0.60 % (0.02) % (3) % 0.60 % 0.64 % (0.03) % (5) % _______________ (1) Average balance rows represent the simple average of the beginning of period and end of period balances.
Removed
(2) Annualized cash management fee rate is calculated by annualizing revenue for the given period and dividing by the applicable average asset balance. Cash management revenue increased by $8.7 million, or 14%, and $33.1 million, or 20%, for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year.
Removed
The increase in cash management revenue was primarily attributable to a 18% and 26% increase, year-over-year, in the average balance of cash management assets for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year.
Removed
The annualized cash management fee rate declined by 3% and 5% for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year.
Removed
The compression in our cash management fee rate during the periods primarily resulted from two factors: our strategic practice of maintaining client interest rates for a standard grace period (typically seven calendar days) following a Federal Reserve rate cut, and the inherent mathematical impact of converting annual percentage rates (APR) to annual percentage yields (APY) in a declining rate environment.
Removed
These temporary yield protections are designed to enhance client trust and retention, though they result in a short-term reduction in the net fee captured.
Removed
Investment Advisory 4 Three Months Ended October 31, Nine Months Ended October 31, (in millions, except annualized rate and percentages) 2025 2024 Change % Change 2025 2024 Change % Change Investment advisory assets (off-balance sheet), beginning of the period $41,596 $33,275 $8,321 25 % $ 37,764 $ 28,240 $9,524 34 % Investment advisory assets (off-balance sheet), end of the period 45,811 35,096 10,715 31 % 45,811 35,096 10,715 31 % Average (1) 43,704 34,186 9,518 28 % 41,788 31,668 10,120 32 % Investment advisory revenue 24.2 19.1 5.0 26 % 66.1 53.4 12.7 24 % Annualized investment advisory fee rate (2) 0.22 % 0.22 % — % (1) % 0.21 % 0.22 % (0.01) % (6) % _______________ (1) Average balance rows represent the simple average of the beginning of period and end of period balances.
Removed
(2) Annualized investment advisory fee rate is calculated by annualizing revenue for the given period and dividing by the applicable average asset balance. Investment advisory revenue increased by $5.0 million, or 26%, and $12.7 million, or 24%, for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year.
Removed
The increase in investment advisory revenue was primarily driven by a 28% and 32% increase in 3 Wealthfront accrues and/or recognizes cash management revenue on a daily basis. The chart shows resulting averages for the periods presented. 4 Wealthfront accrues and/or recognizes investment advisory revenue on a daily basis.
Removed
The chart shows resulting averages for the periods presented. 40 Table of Contents the average balance of investment advisory assets for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year.
Removed
The annualized investment advisory fee rate was relatively unchanged for the three months ended October 31, 2025, compared to the same period in the prior year and declined by 6% for the nine months ended October 31, 2025, compared to the same period in the prior year.
Removed
The annualized investment advisory fee rate for the nine months ended October 31, 2025 was consistent with the prior year period when using the daily average balance instead of the simple average. Utilizing daily average balances neutralizes the impact of significant investment advisory asset appreciation and net deposits that were concentrated in the latter portion of the reporting period.
Removed
Other Revenue Other revenue decreased by approximately $0.8 million, or 78%, and $3.1 million, or 79%, for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year. The decline in other revenue was primarily due to discontinuing a product offering in November 2024.
Removed
Total Costs and Operating Expenses Three Months Ended October 31, Nine Months Ended October 31, (in thousands, except percentages) 2025 2024 $ Change % Change 2025 2024 $ Change % Change Cost of revenue $ 10,178 $ 7,988 $ 2,190 27 % $ 28,433 $ 22,421 $ 6,012 27 % Product development 20,922 17,063 3,859 23 % 62,381 46,430 15,951 34 % General and administrative 15,404 7,365 8,039 109 % 34,144 21,251 12,893 61 % Marketing 12,234 15,812 (3,578) (23) % 31,515 37,721 (6,206) (16) % Operations and support 3,046 2,705 341 13 % 9,034 7,780 1,254 16 % Total costs and operating expenses $ 61,784 $ 50,933 $ 10,851 21 % $ 165,507 $ 135,603 $ 29,904 22 % Cost of Revenue Cost of revenue increased by $2.2 million, or 27%, and $6.0 million, or 27%, for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year.
Removed
The increase was primarily due to: • an increase of $0.8 million and $2.6 million in cash management costs for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year.
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Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
0 edited+3 added−7 removed0 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
0 edited+3 added−7 removed0 unchanged
2025 filing
2026 filing
Removed
Item 3. Quantitative and Qualitative Disclosures About Market Risk Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates and market prices.
Added
ITEM 3. LEGAL PROCEEDINGS From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.
Removed
Information relating to quantitative and qualitative disclosures about these market risks is described below. 46 Table of Contents Interest Rate Risk Our cash and cash equivalents as of October 31, 2025 were held primarily in cash deposits and money market funds.
Added
We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Defending legal proceedings is costly and can impose a significant burden on management and employees.
Removed
The fair value of our cash and cash equivalents would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of these instruments. A hypothetical 100 basis point increase or decrease in interest rates would not have a material effect on our financial results.
Added
The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 76 Table of Contents PART II
Removed
Future borrowings under our credit facility will bear interest based on an applicable margin over underlying index rates. Because the interest rates applicable to borrowings under the credit facility are variable, we are exposed to market risk from changes in the underlying index rates, which affect our cost of borrowing.
Removed
Market-Related Credit Risk We are indirectly exposed to equity securities risk in connection with securities collateralizing margin loan receivables, as well as risk related to our securities lending activities. We manage risks associated with margin activities by requiring clients to maintain collateral in compliance with internal and, as applicable, regulatory guidelines.
Removed
We monitor required margin levels daily and require our clients to deposit additional collateral, or to reduce positions, when necessary. We continuously monitor client accounts to detect increased risk to us.
Removed
We manage risks associated with our securities lending activities by requiring credit approvals for counterparties, by monitoring the market value of securities loaned and collateral values for securities borrowed on a daily basis and requiring additional cash as collateral for securities loaned or return of collateral for securities borrowed when necessary. 47 Table of Contents
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
0 edited+17 added−13 removed0 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
0 edited+17 added−13 removed0 unchanged
2025 filing
2026 filing
Removed
ITEM 5. OTHER INFORMATION During the three months ended October 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 105 Table of Contents ITEM 6.
Added
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock has been listed on the Nasdaq Global Select Market under the symbol “WLTH” since December 12, 2025. Prior to that time, there was no public market for our stock.
Removed
EXHIBITS Incorporated by Reference Filed or Furnished Herewith Exhibit Number Description of Document Form File No. Exhibit Filing Date 3.1 Restated Certificate of Incorporation of Wealthfront Corporation . X 3.2 Restated Bylaws of Wealthfront Corporation . X 4.1 Form of Common Stock certificate of Wealthfront Corporation.
Added
Holders of Record As of April 20, 2026, there were approximately 151 registered stockholders of our common stock. Because many shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to precisely estimate the total number of stockholders represented by these record holders.
Removed
S-1/A 333-290583 4.1 December 2, 2025 4.2 Amended and Restated Investors’ Rights Agreement among Wealthfront Corporation and certain holders of its capital stock and warrants to purchase shares of its capital stock, dated September 22, 2022. S-1 333-290583 4.2 September 29, 2025 4.3 Plain English Warrant Agreement between Wealthfront Corporation and TriplePoint Capital LLC, dated April 22, 2016.
Added
Dividend Policy We have never declared or paid any cash dividends on our common stock and do not expect to pay any cash dividends in the foreseeable future.
Removed
S-1 333-290583 4.3 September 29, 2025 4.4 Form of 2019 Warrant to Purchase Common Stock. S-1 333-290583 4.4 September 29, 2025 4.5 Form of 2020 Warrant to Purchase Common Stock. S-1 333-290583 4.5 September 29, 2025 4.6 Form of 2021 Warrant to Purchase Common Stock.
Added
Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors relevant to our board of directors.
Removed
S-1 333-290583 4.6 September 29, 2025 10.1 Form of Indemnity Agreement between Wealthfront Corporation and each of its directors and executive officers. S-1 333-290583 10.1 September 29, 2025 10.2 Wealthfront Corporation 2025 Equity Incentive Plan and related form agreements. S-1 333-290583 10.4 September 29, 2025 10.3 Wealthfront Corporation 2025 Employee Stock Purchase Plan and related form agreements.
Added
Sales of Unregistered Securities From February 1, 2025 through December 12, 2025 (the date of the filing of our registration statement on Form S-8, File No. 333-292124), we granted an aggregate of 5,915,681 RSUs under the 2017 Plan, which may vest and be settled for an equal number of shares of our common stock.
Removed
S-1 333-290583 10.5 September 29, 2025 10.4 Non-Employee Director Compensation Policy S-1 333-290583 10.6 September 29, 2025 10.5 † Confirmatory Offer Letter between David Fortunato and Wealthfront Corporation, dated September 26, 2025. S-1 333-290583 10.7 September 29, 2025 10.6 † Confirmatory Offer Letter between Kal Iyer and Wealthfront Corporation, dated September 26, 2025.
Added
We believe the offers, sales, and issuance of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule.
Removed
S-1 333-290583 10.8 September 29, 2025 10.7 † Confirmatory Offer Letter between Julien Wetterwald and Wealthfront Corporation, dated September 26, 2025. S-1 333-290583 10.9 September 29, 2025 10.8 Form of Change of Control and Severance Agreement between Wealthfront Corporation and each of its named executive officers.
Added
The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
Removed
S-1 333-290583 10.10 September 29, 2025 10.9 † Amended and Restated Credit Agreement between Wealthfront Corporation, as borrower, and Wells Fargo Bank, National Association, as lender, dated October 14, 2025.
Added
Use of Proceeds On December 11, 2025, our registration statement on Form S-1 (File No 333-290583) relating to our IPO was declared effective by the SEC.
Removed
S-1/A 333-290583 10.12 December 2, 2025 10.10 Umbrella Bonus Plan. 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
Added
Upon the closing of our IPO on December 15, 2025, we issued 21,468,038 shares of common stock at a public offering price of $14.00 per share, resulting in net proceeds of approximately $282.1 million, after deducting underwriting discounts and commissions but before deducting offering expenses payable by us.
Removed
X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. X 106 Table of Contents 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.
Added
In addition, selling stockholders sold 13,147,346 shares of common stock in the IPO. We did not receive any proceeds from the sale of shares of common stock by the selling stockholders. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as representatives of the underwriters for the offering.
Removed
X 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.
Added
None of the expenses associated with our IPO were paid, directly or indirectly, to any of our directors or officers, any persons owning 10% or more of any class of equity securities, or to any of our affiliates. 77 Table of Contents As described in the Final Prospectus, we used a portion of the net proceeds to repay the $200.0 million of outstanding indebtedness under the Amended Revolver.
Removed
X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X 101.SCH iXBRL Taxonomy Extension Schema Document X 101.CAL iXBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF iXBRL Taxonomy Extension Definition Linkbase Document X 101.LAB iXBRL Taxonomy Extension Label Linkbase Document X 101.PRE iXBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document X ______________ † Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and we agree to furnish supplementally to the SEC a copy of any omitted schedules or exhibits upon request. * This certification is not deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 107 Table of Contents SIGNATURES Pursuant to the requirements of the Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Added
There has been no material change in the planned use of proceeds from the IPO as described in the Final Prospectus. Issuer Purchases of Equity Securities In March 2026, the Company’s Board of Directors authorized a share repurchase program of up to $100.0 million of its common stock.
Removed
WEALTHFRONT CORPORATION January 23, 2026 By: /s/ David Fortunato David Fortunato Chief Executive Officer and President January 23, 2026 By: /s/ Alan Imberman Alan Imberman Chief Financial Officer 108
Added
No repurchases were made under the Share Repurchase Program during the fiscal year ended January 31, 2026.
Added
Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
Added
This graph above compares the cumulative total stockholder return on our common stock with the cumulative total return of the KBW NASDAQ Financial Technology Index (“KFTX”) and the Standard & Poor’s 500 Index (“S&P 500”).
Added
The graph assumes (i) that $100 was invested at the market close on December 15, 2025, the date that our common stock commenced trading on the Nasdaq Global Select Market, the KBW Nasdaq Financial Technology Index, and the Standard & Poor’s 500 Index and (ii) reinvestment of gross dividends.
Added
The graph uses the closing market price on December 15, 2025 of $13.95 per share as the initial value of our common stock. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance. ITEM 6. [RESERVED] 78 Table of Contents