WEALTHFRONT CORP

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 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.

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 July 31, 2026, our platform served 1.5 million funded clients and had $99.0 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. 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.

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 net interest margin, proxy distribution revenue earned through a partnership with a third-party investor communications company, mortgage origination fees and the gain on sale of loans, net, which reflects net proceeds and fair value adjustments.

Previous 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.

Current wording

Platform assets were $99.0 billion as of July 31, 2026, an increase of $10.8 billion, or 12%, compared to July 31, 2025. The increase in platform assets is due to a 30% year-over-year increase in investment advisory assets, partially offset by a 4% year-over-year decrease in cash management assets.

Previous wording

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. 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. 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.

Current wording

Net deposits: We define “net deposits” as the total value of assets placed into our platform products by our clients, net of withdrawals, plus promotional deposit matches paid by us, over a defined period of time. We exclude changes in value attributable to financial market performance from this metric. 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. 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.

Previous wording

Net deposits were $0.6 billion during the three months ended April 30, 2026, a decrease of $1.2 billion, or 69%, compared to the same period in the prior year. The decline was primarily due to cash management net deposits due to expected tax time seasonality and the continued lower absolute level of interest rates following the Federal Reserve interest rate cuts that took effect towards the end of fiscal year 2026. When interest rates decline, we expect to see a slowdown in cash management asset growth but an increase in investment advisory asset growth, and vice versa. We refer to these periods as transition environments. Transition environments create an opportunity for us to grow cross product flows, that is 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, and vice versa. Investment advisory net deposits increased 141% compared to the same period in the prior year due to successful cross-product adoption and increased interest in investment advisory products as interest rates decline.

Current wording

Net deposits were $1.1 billion during the three months ended July 31, 2026, a decrease of $2.6 billion, or 71%, compared to the same period in the prior year. The decline was primarily due to the continued lower absolute level of interest rates following the Federal Reserve interest rate cuts that took effect towards the end of fiscal year 2026. This led to lower cash management net deposits, partially offset by higher investment advisory net deposits. When interest rates decline, we expect to see a slowdown in cash management asset growth but an increase in investment advisory asset growth, and vice versa. We refer to these periods as transition environments. Transition environments create an opportunity for us to grow cross-product flows, that is 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, and vice versa. Investment advisory net deposits increased 26% compared to the same period in the prior year due to successful cross-product adoption and increased interest in investment advisory products as interest rates decline.

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. 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.

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 share 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 1.5 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.

Current wording

Funded clients were 1.5 million as of July 31, 2026, an increase of 0.2 million, or 14%, compared to July 31, 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 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.

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 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. 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.

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 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 expense 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 certain new account promotions or 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 new or 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.

Current wording

Other revenue primarily consists of net interest margin revenue, proxy distribution revenue, mortgage origination fees and the gain on sale of loans, net, which reflects net proceeds and fair value adjustments.

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.

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. Recently, our cost of revenue as a percentage of revenue has increased due in part to our investment into Wealthfront Home Lending. We expect cost of revenue as a percentage of revenue to decline over the long term as we benefit from the scalability of our platform. However, this percentage may increase in the near-term as we scale Wealthfront Home Lending.

Previous 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.

Current wording

Interest expense for the six months ended July 31, 2026 and July 31, 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 warrant liabilities and SAFEs.

Current wording

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

Previous 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.

Current wording

During the three and six months ended July 31, 2026, share-based compensation reflected the ongoing, service-based vesting of outstanding equity awards including dual-trigger RSUs issued prior to the IPO. Upon completion of the IPO, the performance-based qualifying event was satisfied, and the remaining dual-trigger awards are now subject only to the service-based vesting condition and expensed upon satisfaction of this condition. During the three and six months ended July 31, 2025, share-based compensation for dual-trigger RSUs 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 Months Ended April 30, 2026 and April 30, 2025

Current wording

Comparison of the Three and Six Months Ended July 31, 2026 and July 31, 2025

Previous 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.

Current wording

Total revenue increased by $0.8 million, or 1%, and $6.7 million, or 4%, for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year, primarily driven by an increase in investment advisory assets.

Previous wording

Cash management revenue decreased by $0.9 million, or 1% for the three months ended April 30, 2026 compared to the same period in the prior year. The decline in cash management revenue was primarily attributable to a 6% decrease in the annualized cash management fee rate, partially offset by a 5% increase in the average balance of cash management assets. The decline in the annualized cash management fee rate was primarily due to the inherent mathematical impact of converting annual percentage rates (APR) to annual percentage yields (APY) in a declining rate environment. Separately, on January 30th, we increased the base APY across all cash management accounts by 5 basis points. This move effectively passed through the bulk of the 6-basis-point increase in the Effective Federal Funds Rate (EFFR) that had accumulated relative to the target range over the preceding months.

Current wording

Cash management revenue decreased by $7.1 million, or 10%, and $8.0 million, or 6%, for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The decline in cash management revenue was primarily attributable to a 10% and 7% decrease in the annualized cash management fee rate for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The decline in the annualized cash management fee rate was primarily due to APY boosts from client incentives and the inherent mathematical impact of converting annual percentage rates (APR) to annual percentage yields (APY) in a declining rate environment.

Previous 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.

Current wording

Investment advisory revenue increased by $6.8 million, or 31%, and $13.1 million, or 31%, for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The increase in investment advisory revenue was primarily driven by a 35% and 30% increase in the average balance of investment advisory assets for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The annualized investment advisory fee rate declined 3% for the three months ended July 31, 2026, compared to the same period in the prior year, primarily driven by the impact of one-time client incentives tied to the launch of custodial accounts. The annualized investment advisory fee rate increased by 1% for the six months ended July 31, 2026, compared to the same period in the prior year. The annualized investment advisory fee rate for the six months ended July 31, 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

Other revenue increased by approximately $0.5 million, or 130% for the three months ended April 30, 2026 compared to the same period in the prior year. The increase in other revenue was primarily due to increased portfolio line of credit net interest margin revenue.

Current wording

Other revenue increased by approximately $1.1 million, or 525%, and $1.6 million, or 272%, for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The increase in other revenue was primarily due to increased portfolio line of credit net interest margin revenue.

Previous 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;

Current wording

•an increase of $0.6 million and $1.0 million in cash management costs for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The increase in cash management costs was primarily due to increased sweep program expenses from increased money movement volumes;

Previous 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

Current wording

•a decrease of $0.2 million and an increase of $0.1 million in brokerage platform fees for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. These changes were primarily driven by fluctuations in vendor contract pricing and increases in money movement volumes, clients and accounts during the respective periods; and

Previous 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.

Current wording

•an increase of $0.8 million and $1.4 million in other cost of revenue for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year due primarily to increased data fees and other costs.

Previous wording

Product development expenses increased by $13.5 million, or 67%, for the three months ended April 30, 2026 compared to the same period in the prior year. The increase was primarily due to an increase of $13.1 million in personnel-related costs due to increased headcount, including an increase of $8.9 million in stock-based compensation and $4.2 million in salary and allocated overhead costs. Cloud computing costs increased $0.4 million for the three months ended April 30, 2026 compared to the same period in the prior year.

Current wording

Product development expenses increased by $12.8 million, or 60%, and $26.3 million, or 63%, for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The increase was primarily due to an increase of $12.3 million and $25.3 million in personnel-related costs due to increased headcount, including from the launch of Wealthfront Home Lending. The increase in personnel-related costs included an increase of $8.7 million and $17.5 million in stock-based compensation and $3.6 million and $7.8 million in salary and allocated overhead costs for the three and six months ended July 31, 2026, respectively. Cloud computing costs increased $0.5 million and $1.0 million for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year.

Previous 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.

Current wording

Marketing expenses increased by $1.6 million, or 18%, and $2.7 million, or 14%, for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The increase was primarily due to an increase of $1.2 million and $0.9 million in performance and brand advertising expenses for the three and six months ended July 31, 2026, respectively, due to higher spend into efficient client acquisition opportunities. Personnel-related costs increased by $1.1 million and $1.8 million due to increased headcount, including an increase of $0.3 million and $0.5 million in stock-based compensation and an increase of $0.8 million and $1.3 million in salary expense for the three and six months ended July 31, 2026, respectively.

Previous wording

Interest expense increased by $0.2 million, or 276%, for the three months ended April 30, 2026 compared to the same period in the prior year. The increase was primarily due to increased unused commitment fees following the increase to our revolving credit facility in October 2025 from $50.0 million to $250.0 million.

Current wording

Interest expense increased by $0.2 million, or 158%, and $0.3 million, or 205%, for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The increase was primarily due to increased unused commitment fees following the increase to our revolving credit facility in October 2025 from $50.0 million to $250.0 million.

Previous 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.

Current wording

Other expense (income), net increased by $3.2 million, or 460%, and $4.8 million, or 213% for the three and six months ended July 31, 2026, respectively, compared to the same periods in the prior year. The increase in other expense (income) was primarily due to a net increase of $1.6 million and $3.6 million in dividend income from corporate cash swept into a money market fund and an increase of $1.6 million and $1.2 million in fair value change in the warrant liabilities for the three and six months ended July 31, 2026, respectively.

Previous wording

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

Current wording

As of July 31, 2026, our primary sources of liquidity were our unrestricted cash and cash equivalents of $453.3 million.

Previous wording

2025, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) with the same third-party financial institution acting as administrative agent to provide a revolving line of up to $250.0 million (the “Amended Revolver”). The Amended Revolver was not drawn on during the three months ended April 30, 2026, and no amounts were outstanding under the Amended Revolver as of April 30, 2026.

Current wording

As of July 31, 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, 2025, the Company entered into an amended and restated credit agreement with the same third-party financial institution acting as administrative agent to provide a revolving line of up to $250.0 million (the “Amended Revolver”). The Amended Revolver was not drawn on during the six months ended July 31, 2026, and no amounts were outstanding under the Amended Revolver as of July 31, 2026.

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 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

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 Lending LLC, or Wealthfront Strategies LLC, or secured by a lien on any of their assets. The Amended Revolver matures on October 13, 2028.

Previous 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.

Current wording

Cash provided by operating activities was $70.0 million for the six months ended July 31, 2026, primarily due to the net income of $30.6 million, non-cash adjustments of $43.8 million, and changes in operating assets and liabilities of $4.3 million. Non-cash adjustments of $43.8 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 $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.

Current wording

Cash provided by operating activities was $77.4 million for the six months ended July 31, 2025, primarily due to the net income of $60.7 million and $20.6 million non-cash adjustments, partially offset by changes in operating assets and liabilities of $3.8 million. Non-cash adjustments of $20.6 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 $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.

Current wording

Cash used in investing activities was $1.3 million and $0.6 million, respectively, for the six months ended July 31, 2026 and July 31, 2025, primarily due to purchase of property, software, and equipment in the six months ended July 31, 2026 and July 31, 2025, respectively.

Previous wording

Cash used in financing activities was $30.8 million for the three months ended April 30, 2026, primarily due to $28.3 million in repurchases of common stock and $4.7 million in taxes paid related to the net settlement of RSUs, slightly offset by $2.1 million in proceeds from the exercise of stock options and common stock warrants.

Current wording

Cash used in financing activities was $54.4 million for the six months ended July 31, 2026, primarily due to $60.1 million in repurchases of common stock and $10.4 million in taxes paid related to the net settlement of RSUs, slightly offset by $11.1 million in proceeds from the exercise of stock options and common stock warrants, as well as proceeds from the issuance of common stock under the ESPP.

Previous 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.

Current wording

Cash provided by financing activities was $4.9 million for the six months ended July 31, 2025, primarily due to $5.1 million in the exercise of stock options, slightly offset by the repurchase of common stock of $0.2 million.

Previous wording

In March 2026, our board of directors approved a share repurchase program with authorization to purchase up to $100.0 million of our outstanding common stock. 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 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 acquire any particular amount 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. For the three months ended April 30, 2026, we repurchased 3.1 million shares as part of the share repurchase program at an average price of $8.66 per share for a total of $27.1 million.

Current wording

In March 2026, our board of directors approved a share repurchase program with authorization to purchase up to $100.0 million of our outstanding common stock. 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 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 acquire any particular amount 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. For the six months ended July 31, 2026, we repurchased 6.4 million shares as part of the share repurchase program at an average price of $8.93 per share for a total of $57.6 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 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.

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 July 31, 2026, Wealthfront Brokerage LLC’s net capital was $214.8 million, which exceeded the alternative method minimum net capital requirement by $207.3 million.

Previous 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.

Current wording

Our principal contractual obligations as of July 31, 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 July 31, 2026 and 2025 included in this Form 10-Q. As of July 31, 2026, the total future minimum lease payments for operating leases was $8.9 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 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.

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 July 31, 2026 and 2025 included in this Form 10-Q. As of July 31, 2026, our non-cancelable purchase commitments primarily relate to our cloud computing services consisting of total future minimum service payments of $11.3 million.

Previous wording

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements and the related notes thereto, which have been prepared in accordance with GAAP. In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates.

Current wording

Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates.