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WEALTHFRONT CORP

For the period ended Jan 31, 2026. Filed May 11, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 31, 2026 · Filed May 11, 2026

WLTH$10.63+0.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ⌧Filed by a Party other than the Registrant □

Check the appropriate box:

□Preliminary Proxy Statement
□Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧Definitive Proxy Statement
□Definitive Additional Materials
□Soliciting Material under §240.14a-12

Wealthfront Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

⌧No fee required.
□Fee paid previously with preliminary materials.
□Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from Our

Chief Legal Officer

Dear Stockholders:

We invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Wealthfront Corporation, a Delaware corporation, which will be held virtually on Tuesday, June 23, 2026 at 2:00 p.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/WLTH2026, where you will be able to listen to the meeting live and vote your shares online during the meeting, just as you would at an in-person meeting. We believe that a virtual stockholder meeting makes it easier for stockholders to attend and participate fully and equally in the Annual Meeting. We will hold the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement (the “Proxy Statement”):

  1. To elect David Fortunato and Andrew S. Rachleff, the nominees for Class I directors, to serve until our 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification, retirement, or removal; and

  2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027.

We will also consider any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof. At this time, we are not aware of any other matters to be submitted for consideration at the Annual Meeting.

Our board of directors has fixed the close of business on April 27, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 27, 2026 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available upon request for examination by any stockholder, during ordinary business hours at our headquarters, for any purpose relating to the Annual Meeting, for a period of ten (10) days ending the day before the Annual Meeting date. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the Proxy Statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “Annual Report”) is first being mailed on or about May 11, 2026 to all stockholders entitled to vote at the Annual Meeting. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting.

Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible via internet, telephone or mail to ensure your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled“Questions and Answers About the Proxy Materials and Our Annual Meeting” in the Proxy Statement.

Thank you for your ongoing support and continued interest in Wealthfront.

By Order of the Board of Directors,

Lauren Lin

Chief Legal Officer, Chief Compliance Officer and Secretary

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and our Annual Report are available at www.proxyvote.com.

Proxy Statement

Table of Contents

Page
Proxy Statement Summary3
Board of Directors and Corporate Governance5
Proposal 01: Election of Class I Directors21
Proposal 02: Ratification of Appointment of Independent Registered Public Accounting Firm23
Executive Officers26
Executive Compensation27
Equity Compensation Plan Information31
Security Ownership of Certain Beneficial Owners and Management32
Report of the Audit Committee36
Certain Relationships and Related Party Transactions37
Questions and Answers About the Proxy Materials and Our Annual Meeting39
Other Matters and Additional Information45

Proxy Statement

Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. In this Proxy Statement, we refer to Wealthfront Corporation, a Delaware corporation, and, where appropriate, its subsidiaries, taken as a whole, as “Wealthfront," “we,” “us,” or “our.”

Information About Our 2026 Annual Meeting of Stockholders

Date and Time: Tuesday, June 23, 2026 at 2:00 p.m. Pacific Time.

Location: The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/WLTH2026, where you will be able to listen to the meeting live and vote your shares online during the meeting.

Record Date: April 27, 2026. Holders of our common stock as of the close of business on the Record Date may vote at the Annual Meeting.

Voting Matters and Board of Directors Recommendations:

Proposals · Board of Directors Recommendation · Page Numbers for Additional Information
1Election of Class I DirectorsFOR ALL21
2Ratification of Appointment of Independent Registered Public Accounting FirmFOR23

We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Governance and Board of Directors Highlights

We are committed to sound corporate governance, which strengthens the accountability of our board of directors and promotes the long-term interests of our stockholders. The list below highlights some of our corporate governance practices, as discussed further in this Proxy Statement.

All of our directors are independent other than our Chief Executive Officer.

Our board of directors has a Lead Independent Director, who has well-defined rights and responsibilities, and is separate from the Chairperson of the board of directors.

All committees of the board of directors are 100% composed of independent directors.

We have comprehensive risk oversight practices, including for cybersecurity, information technology, financial, enterprise and compensation matters, as well as other critical evolving areas.

Independent directors conduct regular executive sessions.

Directors have full access to our officers and key employees and maintain open communication channels and strong working relationships among themselves.

We require annual self-evaluations of the board of directors and committees of the board of directors.

Executive Compensation Highlights

Our executive compensation program is designed to focus our executives on the long-term performance of the Company. The list below highlights certain aspects of our executive compensation program, as discussed further in this Proxy Statement.

We offer a competitive base salary and equity awards that vest over a multi-year period as the primary pay-for-performance vehicles for our executive officers.

Our independent compensation consultant advises on executive compensation matters.

Compensation-related risks and exposures are mitigated by strong oversight by the compensation committee of our board of directors.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.