WEALTHFRONT CORP

Previous wording

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”). In addition to our historical operating results and financial position, this discussion contains forward-looking statements that are subject to risks and uncertainties. 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. Our fiscal year ends on January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31.

Current wording

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” in the Form 10-K filed for the year ended January 31, 2026. In addition to our historical operating results and financial position, this discussion contains forward-looking statements that are subject to risks and uncertainties. You should read the sections titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Form 10-Q, and “Risk Factors” included in the Form 10-K filed for the year ended January 31, 2026 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. Our fiscal year ends on January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31.

Previous wording

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. 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.

Current wording

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. As of April 30, 2026, our platform served 1.5 million funded clients and had $96.6 billion in platform assets reflecting the deep trust we have established through fundamentally aligned incentives and a commitment to our clients' financial success.

Previous wording

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. 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. Investment advisory fees are earned based on the market value, less fee waivers, of investment advisory assets.

Current wording

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. 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. Investment advisory fees are earned based on the market value, less fee waivers, of investment advisory assets. Other revenue primarily consists of fees earned from clients’ borrowings on margin and proxy distribution revenue earned through a partnership with a third-party investor communications company.

Previous wording

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.

Current wording

Platform assets were $96.6 billion as of April 30, 2026, an increase of $15.7 billion, or 19%, compared to April 30, 2025. The increase in platform assets was primarily due to a 3% year-over-year increase in cash management assets and a 39% year-over-year increase in investment advisory assets.

Previous wording

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. 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. Individuals who shared funded joint accounts are each considered to be

Current wording

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. 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. Individuals who shared funded joint accounts are each considered to be a separate funded client. The number of funded clients is as of a stated date and reflects our scale and monetization potential.

Previous wording

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.

Current wording

Funded clients were 1.5 million as of April 30, 2026, an increase of 0.2 million, or 15%, compared to April 30, 2025. The increase in funded clients was primarily due to an increase in new cash management clients.

Previous wording

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”). 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. 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. 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. 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.

Current wording

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”). Adjusted EBITDA is defined as net income, excluding: (i) interest expense, (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. 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. 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. 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.

Previous wording

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”). 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. 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. 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. 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.

Current wording

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”). 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. 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. 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. We also offer a promotional benefit for a limited period of time to new clients that sign-up and to clients who enable direct deposits into their Cash Accounts. These benefits are also accounted for as a reduction to Cash Account fees. 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.

Previous wording

Investment advisory consists of fees charged for investment advisory and portfolio management services. 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. 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. 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. 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.

Current wording

Investment advisory consists of fees charged for investment advisory and portfolio management services. 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. 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. 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. 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 expense within our condensed consolidated statements of operations.

Previous wording

Other revenue primarily consists of net interest margin revenue and proxy distribution revenue. For the nine months ended October 31, 2025, other revenue included a discontinued product.

Current wording

Other revenue primarily consists of net interest margin revenue and proxy distribution revenue.

Previous wording

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. 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. However, as a percentage of revenue our cost of revenue has declined and we expect our existing 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.

Current wording

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. 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.

Previous wording

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. 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”). 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. 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. The Bridge Loan was paid off in full in November 2024.

Current wording

Interest expense for the three months ended April 30, 2026 and April 30, 2025 primarily consists of commitment fees recognized as interest expense in connection with the Company’s credit agreements with a third party, as described in Note 7.— Financing Activities.

Previous wording

Other expense (income), net primarily consists of fair value changes arising from remeasurements of our convertible note, warrant liabilities, and SAFEs.

Current wording

Other expense (income), net primarily consists of fair value changes arising from remeasurements of warrant liabilities and SAFEs.

Previous wording

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. 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.

Current wording

During the three months ended April 30, 2026, share-based compensation reflected the ongoing, time-based vesting of outstanding equity awards. During the three months ended April 30, 2025, share-based compensation for these awards was not yet recognized because the performance-based qualifying event, such as an IPO, had not occurred and therefore could not be considered probable. See Note 12. — Stock-Based Compensation of our condensed consolidated financial statements included elsewhere in this Form 10-Q for more information.

Previous wording

Comparison of the Three and Nine Months Ended October 31, 2025 and October 31, 2024

Current wording

Comparison of the Three Months Ended April 30, 2026 and April 30, 2025

Previous wording

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.

Current wording

Total revenue increased by $6.0 million, or 7% for the three months ended April 30, 2026 compared to the same period in the prior year, primarily driven by an increase in investment advisory assets.

Previous wording

3 Wealthfront accrues and/or recognizes cash management revenue on a daily basis. The chart shows resulting averages for the periods presented.

Current wording

2 Wealthfront accrues and/or recognizes cash management revenue on a daily basis. The chart shows resulting averages for the periods presented.

Previous wording

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. 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. 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.

Current wording

Investment advisory revenue increased by $6.4 million, or 32% for the three months ended April 30, 2026 compared to the same period in the prior year. The increase in investment advisory revenue was primarily driven by a 34% increase in the average balance of investment advisory assets for the three months ended April 30, 2026 compared to the same period in the prior year. The annualized investment advisory fee rate declined by 2% for the three months ended April 30, 2026, compared to the same period in the prior year. The annualized investment advisory fee rate for the three months ended April 30, 2026 was consistent with the prior year period when using the daily average balance instead of the simple average. Utilizing daily average balances neutralizes the impacts of significant investment advisory asset appreciation (depreciation) and net deposits that occur throughout the comparison periods that are not always captured using the simple average of beginning and ending quarter balances.

Previous wording

•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. The increase in cash management costs was primarily due to increased cash assets held by clients in the cash sweep program;

Current wording

•an increase of $0.4 million in cash management costs for the three months ended April 30, 2026 compared to the same period in the prior year. The increase in cash management costs was primarily due to increased sweep program expenses from increased money movement volumes and increased cash assets held by clients in the cash sweep program;

Previous wording

4 Wealthfront accrues and/or recognizes investment advisory revenue on a daily basis. The chart shows resulting averages for the periods presented.

Current wording

3 Wealthfront accrues and/or recognizes investment advisory revenue on a daily basis. The chart shows resulting averages for the periods presented.

Previous wording

•an increase of $1.0 million and $2.5 million in brokerage platform fees for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year. The increase in brokerage platform costs was primarily due to an increase in money movement volumes, clients and accounts; and

Current wording

•an increase of $0.3 million in brokerage platform fees for the three months ended April 30, 2026 compared to the same period in the prior year. The increase in brokerage platform costs was primarily due to an increase in money movement volumes, clients and accounts; and

Previous wording

•an increase of $0.3 million and $0.9 million in other cost of revenue for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year due primarily to increased amortization of internally developed software.

Current wording

•an increase of $0.6 million in other cost of revenue for the three months ended April 30, 2026 compared to the same period in the prior year due primarily to increased data fees and other costs.

Previous wording

Operations and support expenses increased by $0.3 million, or 13%, and $1.3 million, or 16%, for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year. The increase was due to an increase of $0.3 million and $1.3 million in personnel-related expenses due to increased headcount for the three and nine months ended October 31, 2025, respectively, compared to the same periods in the prior year.

Current wording

Operations and support expenses increased by $1.2 million, or 41%, for the three months ended April 30, 2026 compared to the same period in the prior year. The increase was due to an increase of $1.2 million in personnel-related costs due to increased headcount, including an increase of $0.8 million in stock-based compensation, and $0.4 million in salary and allocated overhead costs, for the three months ended April 30, 2026 compared to the same period in the prior year.

Previous wording

Other expense (income) decreased by $2.3 million, or 198%, for the three months ended October 31, 2025, compared to the same period in the prior year. The decrease was primarily due to an decrease of $1.7 million in fair value change in the convertible note, warrant liabilities, and SAFEs,and an increase of $0.7 million in dividend income from corporate cash swept into a money market fund for the three months ended October 31, 2025. Other expense (income), net increased by $14.0 million, or 71%, for the nine months ended October 31, 2025 compared to the same period in the prior year. The increase was primarily due to an increase of $15.8 million in fair value change in convertible note, warrant liabilities, and SAFEs for the nine months ended October 31, 2025, partially offset by an increase of $1.8 million in dividend income from corporate cash swept into a money market fund, compared to the same period in the prior year.

Current wording

Other expense (income), net decreased by $1.6 million, or 103%, for the three months ended April 30, 2026 compared to the same period in the prior year. The decrease in other expense (income) was primarily due to an increase of $2.0 million in dividend income from corporate cash swept into a money market fund, slightly offset by an increase of $0.4 million in fair value change in the warrant liabilities for the three months ended April 30, 2026.

Previous wording

Since inception, we have financed operations primarily through issuances of redeemable convertible preferred stock, borrowings, and cash flow from operating activities. On December 15, 2025, we completed our IPO, in which we issued 21,468,038 shares of common stock at a public offering price of $14.00 per share, resulting in net proceeds to us of approximately $282.1 million after deducting underwriting discounts and commissions but before deducting offering expenses payable by us. 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 selling stockholders.

Current wording

Since inception, prior to our IPO, we have financed operations primarily through issuances of redeemable convertible preferred stock, borrowings, and cash flow from operating activities. On December 15, 2025, we completed our IPO, in which we issued 21,468,038 shares of common stock at a public offering price of $14.00 per share, resulting in net proceeds to us of approximately $282.1 million after deducting underwriting discounts and commissions but before deducting net settlement of equity awards in connection with the IPO and offering expenses payable by us. 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 selling stockholders.

Previous wording

As of October 31, 2025, our primary sources of liquidity were our unrestricted cash and cash equivalents of $266.2 million.

Current wording

As of April 30, 2026, our primary sources of liquidity were our unrestricted cash and cash equivalents of $428.2 million.

Previous wording

As of October 31, 2025, we were party to a credit agreement with a third-party financial institution to provide a revolving line of up to $250.0 million with a maturity date of October 13, 2028. The Amended Revolver (as defined below) was not drawn on during the nine months ended October 31, 2025.

Current wording

As of April 30, 2026, we were party to a credit agreement with a third-party financial institution to provide a revolving line of up to $250.0 million with a maturity date of October 13, 2028. On October 14,

Previous wording

On October 31, 2024, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner, the letter of credit issuers from time to time party thereto, and the lenders from time to time party thereto to provide a revolving line of up to $50.0 million with a maturity date of October 30, 2025. On October 14, 2025, the Credit Agreement was amended and restated (the “Amended and Restated Credit Agreement”) to provide for a revolving credit facility (the “Amended Revolver”) of up to $250.0 million, including a subfacility of up to $25.0 million for letters of credit. The Amended Revolver provides us with the right to increase commitments under the Amended Revolver in an aggregate principal amount not to exceed $100.0 million.

Current wording

On October 31, 2024, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner, the letter of credit issuers from time to time party thereto, and the lenders from time to time party thereto to provide a revolving line of up to $50.0 million with a maturity date of October 30, 2025. On October 14, 2025, the Credit Agreement was amended and restated (the “Amended and Restated Credit Agreement”) to provide for a revolving credit facility of up to $250.0 million, including a subfacility of up to $25.0 million for letters of credit. The Amended Revolver provided us with the right to increase commitments under the Amended Revolver in an aggregate principal amount not to exceed $100.0 million.

Previous wording

Loans under the Amended Revolver will incur interest, at our option at a rate per annum equal to either (i) a base rate determined by reference to the highest of (x) prime rate, (y) the federal funds effective rate plus 0.50%, and (z) the adjusted daily SOFR plus 1.00%, in each case plus the applicable interest margin, or (ii) the adjusted daily SOFR plus the applicable interest margin. The applicable interest margin for base rate loans ranges from 0.50% per annum to 1.00% per annum, and the applicable interest margin for adjusted daily SOFR loans ranges from 1.50% per annum to 2.00% per annum, in each case based on our consolidated total net leverage ratio. Additionally, we will be required to pay commitment fees of 0.25% per annum on the undrawn portion of the commitments under the Amended Revolver based on a consolidated total net leverage ratio less than 2.00 to 1.00, which increases to 0.375% per annum based on a consolidated total net leverage ratio greater than or equal to 2.00 to 1.00 but less than 3.00 to 1.00 and 0.50% per annum based on a consolidated total net leverage ratio greater than or equal to 3.00 to 1.00.

Current wording

Loans under the Amended Revolver will incur interest, at our option at a rate per annum equal to either (i) a base rate determined by reference to the highest of (x) prime rate, (y) the federal funds effective rate plus 0.50%, and (z) the adjusted daily Secured Overnight Financing Rate (“SOFR”) plus 1.00%, in each case plus the applicable interest margin, or (ii) the adjusted daily SOFR plus the applicable interest margin. The applicable interest margin for base rate loans ranges from 0.50% per annum to 1.00% per annum, and the applicable interest margin for adjusted daily SOFR loans ranges from 1.50% per annum to 2.00% per annum, in each case based on our consolidated total net leverage ratio. Additionally, we will be required to pay commitment fees of 0.25% per annum on the undrawn portion of the commitments under the Amended Revolver based on a consolidated total net leverage ratio less than 2.00 to 1.00, which increases to 0.375% per annum based on a consolidated total net leverage ratio greater than or equal to 2.00 to 1.00 but less than 3.00 to 1.00 and 0.50% per annum based on a consolidated total net leverage ratio greater than or equal to 3.00 to 1.00.

Previous wording

The Amended and Restated Credit Agreement contains financial covenants that require us (i) not to exceed a maximum consolidated total net leverage ratio of 3.50 to 1.00, (ii) to have a consolidated fixed charge coverage ratio of at least 1.25 to 1.00, and (iii) to have a tangible net worth of at least $200 million, in each case as of the end of each fiscal quarter. The Amended and Restated Credit Agreement also contains customary representations and customary affirmative and negative covenants (including restrictions on indebtedness, liens, investments, asset sales or dispositions, affiliate transactions, and certain payments, each subject to customary exceptions and baskets) and customary events of default (including, among other things, non-payment of obligations, inaccuracy of representation or warranty, non-performance of covenants and obligations, default on other material debt or hedging agreements, change of control, bankruptcy, or insolvency, ERISA events, material judgments, and actual or asserted invalidity or unenforceability of any financing documentation or liens securing obligations under financing documentation). The obligations under the Amended Revolver are guaranteed by certain wholly owned subsidiaries, including Wealthfront Advisors LLC and Wealthfront Software LLC, and subject to certain customary and other exceptions, are secured by liens on substantially all of our and the guarantors’ assets. The Amended Revolver is not guaranteed by Wealthfront Brokerage LLC or secured by a lien on any of its assets. The Amended Revolver matures on October 13, 2028.

Current wording

The Amended and Restated Credit Agreement contains financial covenants that require us (i) not to exceed a maximum consolidated total net leverage ratio of 3.50 to 1.00, (ii) to have a consolidated fixed charge coverage ratio of at least 1.25 to 1.00, and (iii) to have a tangible net worth of at least $200 million, in each case as of the end of each fiscal quarter. The Amended and Restated Credit Agreement also contains customary representations and customary affirmative and negative covenants (including restrictions on indebtedness, liens, investments, asset sales or dispositions, affiliate transactions, and certain payments, each subject to customary exceptions and baskets) and customary events of default (including, among other things, non-payment of obligations, inaccuracy of representation or warranty, non-performance of covenants and obligations, default on other material debt or hedging agreements, change of control, bankruptcy, or insolvency, ERISA events, material judgments, and actual or asserted invalidity or unenforceability of any financing documentation or liens securing obligations under financing documentation). The obligations under the Amended Revolver are guaranteed by certain wholly owned subsidiaries, including Wealthfront Advisers LLC and Wealthfront Software LLC, and subject to certain customary and other exceptions, are secured by liens on substantially all of our and the guarantors’ assets. The Amended Revolver is not guaranteed by Wealthfront Brokerage LLC, Wealthfront Home

Previous wording

Cash provided by operating activities was $118.9 million for the nine months ended ended October 31, 2025, primarily due to the net income of $91.6 million and non-cash adjustments of $35.0 million offset by $3.9 million of changes in operating assets and liabilities. Non-cash adjustments of $35.0 million primarily reflect deferred income taxes, stock-based compensation, depreciation and amortization, non-cash lease expense, and fair value changes.

Current wording

Cash provided by operating activities was $22.7 million for the three months ended April 30, 2026, primarily due to the net income of $12.8 million and non-cash adjustments of $23.6 million offset by $13.8 million of changes in operating assets and liabilities. Non-cash adjustments of $23.6 million primarily reflect stock-based compensation, deferred income taxes, depreciation and amortization, non-cash lease expense, and fair value changes.

Previous wording

Cash provided by operating activities was $103.2 million for the nine months ended ended October 31, 2024, primarily due to the net income of $162.4 million and changes in operating assets and liabilities of $0.8 million, offset by $58.9 million non-cash adjustments. Non-cash adjustments of $58.9 million primarily reflect deferred income taxes, stock-based compensation, depreciation and amortization, non-cash lease expense, and fair value changes.

Current wording

Cash provided by operating activities was $38.5 million for the three months ended April 30, 2025, primarily due to the net income of $25.9 million, changes in operating assets and liabilities of $7.6 million, and $4.9 million non-cash adjustments. Non-cash adjustments of $4.9 million primarily reflect stock-based compensation, deferred income taxes, depreciation and amortization, and non-cash lease expense.

Previous wording

Cash used in investing activities was $0.8 million and $4.9 million, respectively, for the nine months ended October 31, 2025 and October 31, 2024, primarily due to $0.8 million of purchase of property, software, and equipment in the nine months ended October 31, 2025 and capitalized internally developed software of $4.4 million in the nine months ended October 31, 2024, respectively.

Current wording

Cash used in investing activities was $1.0 million and $0.2 million, respectively, for the three months ended April 30, 2026 and April 30, 2025, primarily due to purchase of property, software, and equipment in the three months ended April 30, 2026 and April 30, 2025, respectively.

Previous wording

Cash provided by financing activities was $6.9 million for the nine months ended October 31, 2025, primarily due to proceeds from exercise of stock options of $7.2 million.

Current wording

Cash provided by financing activities was $0.2 million for the three months ended April 30, 2025, primarily due to $0.4 million in the exercise of stock options, slightly offset by the repurchase of common stock of $0.2 million.

Previous wording

One of our subsidiaries, Wealthfront Brokerage LLC, is a broker-dealer subject to the SEC Uniform Net Capital Rule (Rule 15c3-1 under the Exchange Act), administered by the SEC and FINRA, which requires the maintenance of minimum net capital, as defined in SEC Rule 15c3-1. Net capital and the related net capital requirements may fluctuate on a daily basis. Wealthfront Brokerage LLC computes net capital under the alternative method as permitted by SEC Rule 15c3-1. Under the alternative method, Wealthfront Brokerage LLC is required to maintain minimum net capital equal to the greater of $250,000 or 2.0% of aggregate client debits (e.g. client-related receivables) as computed per Rule 15c3-3’s reserve formula. As of October 31, 2025, Wealthfront Brokerage LLC’s net capital was $111.4 million, which exceeded the alternative method minimum net capital requirement by $107.4 million.

Current wording

One of our subsidiaries, Wealthfront Brokerage LLC, is a broker-dealer subject to the SEC Uniform Net Capital Rule (Rule 15c3-1 under the Exchange Act), administered by the SEC and FINRA, which requires the maintenance of minimum net capital, as defined in SEC Rule 15c3-1. Net capital and the related net capital requirements may fluctuate on a daily basis. Wealthfront Brokerage LLC computes net capital under the alternative method as permitted by SEC Rule 15c3-1. Under the alternative method, Wealthfront Brokerage LLC is required to maintain minimum net capital equal to the greater of $250,000 or 2.0% of aggregate client debits (e.g., client-related receivables) as computed per Rule 15c3-3’s reserve formula. As of April 30, 2026, Wealthfront Brokerage LLC’s net capital was $163.1 million, which exceeded the alternative method minimum net capital requirement by $156.3 million.

Previous wording

Our principal contractual obligations as of October 31, 2025 include payments on minimum lease payments for operating leases. See Note 6. — Leases to the unaudited condensed consolidated financial statements for the three and nine months ended October 31, 2025 and 2024 included in this Form 10-Q. As of October 31, 2025, the total future minimum lease payments for operating leases was $12.2 million.

Current wording

Our principal contractual obligations as of April 30, 2026 include payments on minimum lease payments for operating leases. See Note 6. — Leases to the unaudited condensed consolidated financial statements for the three months ended April 30, 2026 and 2025 included in this Form 10-Q. As of April 30, 2026, the total future minimum lease payments for operating leases was $10.0 million.

Previous wording

We also enter into guarantees and other similar arrangements in the ordinary course of business. For information on these arrangements, see Note 8. — Commitments and Contingencies to the unaudited condensed consolidated financial statements for the three and nine months ended October 31, 2025 and 2024 included in this Form 10-Q. As of October 31, 2025, our non-cancelable purchase commitments primarily relate to our cloud computing services consisting of total future minimum service payments of $15.5 million.

Current wording

We also enter into guarantees and other similar arrangements in the ordinary course of business. For information on these arrangements, see Note 8. — Commitments and Contingencies to the unaudited condensed consolidated financial statements for the three months ended April 30, 2026 and 2025 included in this Form 10-Q. As of April 30, 2026, our non-cancelable purchase commitments primarily relate to our cloud computing services consisting of total future minimum service payments of $12.6 million.

Previous wording

See Note 2. — Summary of Significant Accounting Policies to the consolidated financial statements included in this Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Form 10-Q.

Current wording

See Note 2. — Summary of Significant Accounting Policies to the condensed consolidated financial statements included in this Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Form 10-Q.

Previous wording

There have been no material changes to our critical accounting policies and estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Final Prospectus.

Current wording

There have been no material changes to our critical accounting policies and estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Form 10-K as of January 31, 2026.