WEALTHFRONT CORP

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Unregistered Sales of Equity Securities

None.

(b) Use of Initial Public Offering 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. 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. 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. 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.

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. Through April 30, 2026, there have been no material changes in our planned use of the remaining net proceeds from our IPO as described in the Final Prospectus.

(c) Issuer Purchases of Equity Securities

The following table summarizes our stock repurchase activity for the three months ended April 30, 2026:

(1) On March 9, 2026, our board of directors approved a share repurchase program with authorization to purchase up to $100.0 million of our outstanding common stock (the “Share Repurchase Program”). Repurchases under the Share Repurchase Program may be made in the open market, in privately negotiated transactions, or by other methods, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs. Open market repurchases are structured to occur in accordance with applicable federal and state securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. The share repurchase program does not obligate us to repurchase any particular dollar amount or number of shares of our common stock and may be modified, suspended, or terminated at any time at the discretion of our board of directors. We fund repurchases with existing cash and cash equivalents and cash from operations.

(2) Average price per share includes commissions and fees associated with repurchases.