WEALTHFRONT CORP

1. Description of Business

Wealthfront Corporation, a Delaware corporation incorporated in January 2007 (together with its consolidated subsidiaries, “Wealthfront” or the “Company”), is a technology company that built a financial solutions platform for digital natives to turn their savings into long-term wealth. The Company’s broad suite of products, including cash management, investing, borrowing and lending, and financial planning solutions, addresses the diverse financial needs of its clients regardless of the economic environment. Clients have ownership of the securities they transact on the Company’s platform, including those that collateralize margin loans, and, as a result, such securities are not presented on the condensed consolidated balance sheets, other than client-held fractional shares which are presented gross.

The Company’s significant, wholly owned subsidiaries include Wealthfront Advisers LLC, a U.S. SEC-registered investment adviser, Wealthfront Brokerage LLC, an SEC-registered broker-dealer and a member of FINRA, and Wealthfront Home Lending, LLC, a licensed non-delegated mortgage lender.

Initial Public Offering

On December 15, 2025, the Company closed its initial public offering (“IPO”) of 21,468,038 shares of its common stock at a public offering price of $14.00 per share for net proceeds of $282.1 million after underwriting discounts and commissions of $18.5 million. Selling stockholders sold an additional 13,147,346 shares, also at a public offering price of $14.00 per share, for which the Company received no proceeds. The IPO satisfied the performance-based vesting condition on outstanding restricted stock units (“RSUs”), resulting in a one-time cumulative share-based compensation charge of $239.0 million and $140.9 million of employee and employer tax withholding and remittance obligations in connection with the net settlement. See Note 9. — Redeemable Convertible Preferred Stock for the conversion of redeemable preferred stock and Note 2. — Summary of Significant Accounting Policies for deferred offering costs.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the applicable rules and regulations of the SEC for interim financial reporting. Certain information and note disclosures included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended January 31, 2026 (“2026 Form 10-K”). The condensed consolidated financial statements include the accounts of Wealthfront and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Segment Information

Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer (“CEO”). The Company operates and reports financial information inone operating segment. This is because the CODM considers company-wide key performance metrics and utilizes consolidated net income to allocate resources and determine performance. The Company’s objective in making resource allocation decisions is to optimize the condensed consolidated financial results. The significant segment expenses reviewed by the CODM conform to the presentation of such items in the condensed consolidated statements of operations. The CODM does not review segment assets at a different asset level or category other than the amounts disclosed in the condensed consolidated balance sheets.

All revenue and long-lived assets in these condensed consolidated financial statements relate to contracts with clients located in the United States of America.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on current and past experiences, to the extent historical experience is predictive of future performance and various other assumptions that are believed to be reasonable, under these circumstances. Appropriate adjustments, if any, are made to the estimates prospectively based upon such periodic evaluation. Actual results could differ from these estimates and could have a material adverse effect on the Company’s business.

Estimates, judgments and assumptions in these condensed consolidated financial statements include, but are not limited to: the valuation of allowance for credit losses, warrant liabilities, and SAFEs; useful lives assigned to property and equipment; the discount rates used for leases; stock-based compensation, including the determination of the fair value of the Company’s common stock; and the realizability of deferred tax assets, net and uncertain tax positions.

Concentrations of Credit Risk

The Company’s financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents, restricted cash, and margin loans to its clients.

Although the Company deposits corporate cash with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on deposits of cash and cash equivalents. Cash equivalents consist of highly liquid investments that are invested at financial institutions in the United States. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists.

The Company engages in trading and brokerage activities on behalf of clients with broker-dealers, banks, and other financial institutions, exposing it to counterparty risk. While equity defaults are typically shared among clearinghouse members, the Company monitors counterparty creditworthiness as needed.

The Company provides early paycheck access of up to two days by enabling direct deposit, resulting in short-term receivables to clients. These receivables are highly liquid, typically settle within two business days, and are included within Other current assets on the condensed consolidated balance sheets.

Deferred Offering Costs

Deferred offering costs primarily consist of accounting, legal, and other fees directly related to the IPO. Upon consummation of the IPO in December 2025, the deferred offering costs of $9.2 million were reclassified to stockholders’ equity and recorded against the proceeds from the IPO.

Recent Accounting Pronouncements Adopted

There were no new accounting pronouncements adopted during the three months ended July 31, 2026 that materially impacted the condensed consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments are expected to impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, derivatives, and transfer of financial assets. The amendments will become effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. The Company is currently evaluating the impact of these amendments on the condensed consolidated financial statements.

In March 2024, the SEC adopted final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors, Release Nos. 33-11275 and 34-99678. The rules would have required registrants to provide certain climate-related information in their registration statements and annual reports. In April 2024, the SEC stayed the effectiveness of the final rules, and in March 2025 the SEC voted to end its defense of the climate disclosure rules in federal court. Subsequently, on May 29, 2026, the SEC issued a formal proposal to rescind the 2024 climate disclosure rules in their entirety. The Company will continue to monitor the formal administrative outcomes of the SEC’s rescission proposal, however, we do not currently anticipate any material operational or financial impact stemming from these rules.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement Expense Disaggregation Disclosures, which requires additional disclosures about certain amounts included in the expense captions presented on the statement of operations as well as disclosures about selling expenses. In January 2025, the FASB issued ASU No. 2025-01, which provides a delayed implementation timeline to give issuers additional time to prepare for the impacts of adopting ASU No. 2024-03. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on the condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Accounting for Software Costs, which provides a single capitalization model for internal-use software development and cloud implementation costs and replaces the current phase-based guidance. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively or modified retrospectively. The Company is currently assessing the impact of this new guidance on the condensed consolidated financial statements.

3. Fair Value Measurements

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are:

•Level 1 – Observable inputs that reflect quoted prices (unadjusted) available in active markets for identical assets or liabilities.

•Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable.

•Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In addition, the Company considers and uses all valuation methods that are appropriate in estimating the fair value of an asset or liability.

The following tables summarize the fair value of financial assets and liabilities and their classification by level of input within the fair value hierarchy asof July 31, 2026 and January 31, 2026 (in thousands):

Mortgage loans held for sale are included within Other current assets on the condensed consolidated balance sheet. The Company has elected the fair value option under ASC 825 for these loans, recording them at fair value based on the locked best-efforts commitments from investors. These loans are measured on a recurring basis and classified within Level 2 of the fair value hierarchy. The Company measures the fair value of mortgage loans held for sale on an individual-loan basis using observable market inputs, including committed investor pricing quotes and secondary market pricing for similar commitments.

As of July 31, 2026 and January 31, 2026, the aggregate fair value of mortgage loans held for sale was $5.2 million and $0.2 million, respectively, and the aggregate unpaid principal balance was $5.2 million and $0.2 million, respectively. Net gains or losses resulting from changes in fair value are recognized within Other revenue in the condensed consolidated statement of operations and were immaterial for the three and six months ended July 31, 2026 and 2025. No mortgage loans held for sale were 90 days or more past due or on nonaccrual status as of July 31, 2026 or January 31, 2026.

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands):

Upon the completion of the Company’s IPO on December 15, 2025, all outstanding SAFEs automatically converted into shares of the Company’s common stock in accordance with their terms, and no SAFEs were outstanding as of July 31, 2026.

There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the three and six months ended July 31, 2026.

4. Revenue

Disaggregation of Revenue

The principal categories the Company uses to disaggregate revenue reflect the type of service from which the revenue is generated, which is consistent with the presentation in the condensed consolidated statements of operations.

Contract Balances

The revenue streams identified as being generated through contracts with clients that are outlined in Note 2. — Summary of Significant Accounting Policies of the audited annual consolidated financial statements for the fiscal year ended January 31, 2026 are all settled in arrears, in accordance with the Company’s contracts with the applicable counterparties. Receivables relate to the Company’s unconditional right to receive payment for its performance completed under the contract. The Company does not have deferred revenue as of July 31, 2026 and January 31, 2026. No other contract assets or liabilities existed as of July 31, 2026 and January 31, 2026.

The table below sets forth the opening and closing balances for accounts receivable from contracts with clients (in thousands):

5. Property, Software, and Equipment, Net

Property, software, and equipment, net as of July 31, 2026 and January 31, 2026 consists of the following (in thousands):

Depreciation expense related to property, software and equipment was $0.5 million for the six months ended July 31, 2026, compared to $0.5 million for the six months ended July 31, 2025. Depreciation expense related to property, software and equipment was $0.3 million for the three months ended July 31, 2026, compared to $0.2 million for the three months ended July 31, 2025.

No internally developed software was capitalized or written off due to impairment during the three and six months ended July 31, 2026. The Company wrote off $0.4 million and $0.7 million due to impairment in internally developed software during the three and six months ended July 31, 2025, respectively.

The amortization expense on capitalized internally developed software was $1.0 million and $2.2 million for the three and six months ended July 31, 2026, respectively, compared to $1.6 million and $3.2 million for the three and six months ended July 31, 2025, respectively.

6. Leases

The Company hasthree noncancelable operating leases for its offices with remaining lease terms ranging from 9 months to 23 months. All leases require the Company to pay annual operating, tax or utilities expenses, which are included in the variable lease costs. The Company utilizes its incremental borrowing rate in determining the present value of lease payments, as the implicit rate is not readily determinable.

The components of lease cost for operating leases for the three andsix months ended July 31, 2026 and 2025 were as follows (in thousands):

Supplemental cash flow information related to leases was as follows (in thousands):

The following table summarizes the lease-related assets and liabilities recorded in the condensed consolidated balance sheet at July 31, 2026 and January 31, 2026 (in thousands):

Lease term and discount rate were as follows:

The following table provides the maturities of lease liabilities as of July 31, 2026 (in thousands):

As of July 31, 2026, the Company did not have any operating or finance leases that have not yet commenced.

7. Financing Activities

Revolving Line of Credit

On October 31, 2024, the Company entered into a credit agreement (the “Original Credit Agreement”) with a third-party financial institution to provide a revolving line of up to $50.0 million (the “Revolver”) with a maturity date of October 30, 2025. Interest accrued on the outstanding principal balance is at (i) the base rate, plus 1.0% per annum or (ii) Adjusted Daily Simple SOFR (as defined in the Original Credit Agreement), plus 2.0% per annum. The base rate is defined as the highest of (i) the Prime Rate (as defined in the Original Credit Agreement); (ii) the Federal Funds Rate (as defined in the Original Credit Agreement), plus 0.50%; and (iii) Adjusted Daily Simple SOFR plus 1.00%, and is payable on a monthly basis.

On October 14, 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”), including a subfacility of up to $25.0 million for letters of credit. This Credit Agreement replaced the Original Credit Agreement entered into on October 31, 2024. Interest accrues on the outstanding principal balance, at the Company’s option, at either (i) the base rate determined by the highest of the prime rate, the federal funds effective rate plus 0.50% and the adjusted daily SOFR plus 1.00%, or (ii) the adjusted daily SOFR plus the applicable interest margin. In addition, the Company will be required to pay commitment fees of (i)0.25% per annum on the undrawn portion of the commitments under the Credit Agreement based on a consolidated total net leverage ratio less than 2.00 to 1.00, (ii)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 (iii)0.50% per annum based on a consolidated total net leverage ratio greater than or equal to 3.00 to 1.00.

There were no amounts outstanding under the Amended Revolver as of July 31, 2026 and no borrowing or repayment activity occurred under the facility during the three and six months ended July 31, 2026.

Warehouse Line of Credit

In July 2025, the Company, through its subsidiary Wealthfront Home Lending, LLC, entered into a master terms agreement for a mortgage loan warehouse facility (the “Warehouse Line”) with a third-party financial institution to provide a warehouse line of up to $10.0 million. The Warehouse Line is utilized exclusively to fund the origination of residential mortgage loans held for sale. Borrowings under the facility are structured as repurchase transactions secured by the underlying pledged mortgage loans and related assets, and are repaid through proceeds received from sales of the loans to third-party investors.

Interest on outstanding draws accrues at the underlying promissory note rate, subject to a minimum rate of 6.00% per annum, plus a transaction funding fee of $100 per loan purchased. Outstanding borrowings under the Warehouse Line were $5.1 million and $0.2 million as of July 31, 2026 and January 31, 2026, respectively.

8. Commitments and Contingencies

Commitments

As of July 31, 2026, the Company hadthree noncancelable contracts, one of which is related toa third-party partner bank in connection with services that the Company offers its clients as part of the cash sweep program. Payments made to this third-party partner bank during the three andsix months ended July 31, 2026 and 2025 towards this contract were immaterial.

During the fiscal year ended January 31, 2025, the Company entered into a noncancelable contract for cloud computing services with a third-party provider. The Company is committed to a minimum spend during the term of the contract. Payments made to this third-party provider were$2.1 million and$4.1 million during the three andsix months ended July 31, 2026, respectively.

During the fiscal year ended January 31, 2026, the Company entered into another noncancelable contract for an application programming interface service with a third-party provider. The Company is committed to a minimum monthly spend during the term of the contract. Payments made to this third-party provider were $0.5 million and $0.9 million during the three months and six months ended July 31, 2026, respectively.

The following table provides the future minimum payments over the term of the noncancelable contracts (in thousands):

Contingencies

The Company reviews its lawsuits, regulatory inquiries, and other legal proceedings on an ongoing basis and provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. The Company establishes an accrual for losses at management’s best estimate when it assesses that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If an estimated loss is only reasonably possible rather than probable, no liability is recognized. However, where a material loss is reasonably possible, the Company will disclose details of the legal proceeding or claim and an estimate of the possible loss or range of losses if an estimate can be reasonably made. An event is defined as reasonably possible if the chance of the loss to the Company is more than remote but less than probable. The Company monitors these matters for developments that would affect the likelihood of a loss and the accrued amount, if any, and adjusts the amount as appropriate. As of July 31, 2026 and January 31, 2026, the Company’s loss contingencies were immaterial.

9. Redeemable Convertible Preferred Stock

Upon completion of the IPO, all shares of the Company’s redeemable convertible preferred stock outstanding, totaling 69,852,421, were automatically converted into an equivalent number of shares of common stock on aone-to-one basis and their carrying value of $227.2 million was reclassified into stockholders’ equity. As of July 31, 2026, there wereno shares of redeemable convertible preferred stock issued and outstanding.

10. Common Stock

As of July 31, 2026 and January 31, 2026, the Company was authorized to issue 214.6 million shares of common stock, with a par value of $0.0001 per share. Each share of voting common stock has the right toone vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights to dividends, and subject to beneficial ownership limitations applicable to certain regulated stockholders. No dividends have been declared by the board of directors from the Company’s inception through July 31, 2026.

Common Stock Reserved for Future Issuance

At July 31, 2026 and January 31, 2026, the Company reserved the following shares of common stock for issuance:

Share Repurchase Program

On March 9, 2026, the Company's board of directors approved a share repurchase program with authorization to purchase up to $100.0 million of its outstanding common stock. Repurchases under the 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 the Company’s discretion, depending on market conditions and corporate needs. This program does not obligate the Company to repurchase any particular dollar amount or number of shares of common stock and may be modified, suspended or terminated at any time at the discretion of its board of directors. Repurchased shares are recorded at cost as treasury stock within stockholders’ equity. During the three and six months ended July 31, 2026, the Company repurchased the following:

As of July 31, 2026, $42.4 million remained available for future repurchases under the program.

11. Warrants

Equity-Classified Warrants

From 2019 to 2023, the Company issued warrants to purchase an aggregate of 1.6 million shares of common stock with a weighted-average exercise price of $2.60. All warrants expire 10 years from thedate of grant. During the three and six months ended July 31, 2026,100,387 and 614,887 of these equity-classified warrants were exercised. As of July 31, 2026, the remaining 1.0 million equity-classified warrants had not been exercised.

Liability-Classified Warrants

The warrant liabilities are included in other noncurrent liabilities in the condensed consolidated balance sheets. The fair value of the warrants is remeasured at the end of every reporting period, with changes in fair value during the period recorded as a component of other income, net in the condensed consolidated statements of operations.

Common Stock Warrant

In April 2020, the Company issued a warrant to purc hase 60,000 shares of common stock at an exercise price of $1.16 per share. On February 25, 2026, this warrant was exercised in full on a net exercise basis, resulting in the issuance of 51,481 shares of common stock. No cash was received in connection with these exercises. At January 31, 2026, the fair value of the warrant was immaterial.

Series G Warrant

At July 31, 2026 and January 31, 2026, a warrant to purc hase 251,750 shares of the Company’s common stock (the “Series G Warrant”) at an exercise price of $3.97 was outstanding at a fair value of$1.7 million and $1.5 million, respectively. The Series G Warrant was originally exercisable for shares of Series G redeemable convertible preferred stock, which automatically converted into common stock upon the completion of the IPO. The Series G Warrant is immediately exercisable and expires five years from the effective date of the IPO.

The fair value of the Series G Warrant was estimated using the BSM option-pricing model with the following assumptions:

12. Stock-Based Compensation

In January 2008, the Company adopted the 2008 Equity Incentive Plan (the “2008 Plan”), which was most recently amended in October 2017 and subsequently terminated in connection with the adoption of the Company’s 2017 Plan (as defined below). The 2008 Plan allowed stock options to be granted to Company employees, officers, directors, advisors, consultants, and other service providers as either incentive stock options (“ISOs”) or non-statutory stock options (“NSOs”). ISOs could be granted only to the Company’s employees. NSOs could be granted to the Company’s service providers who were not employees.

Under the 2008 Plan, options could be granted for terms no longer than 10 years from the date of the grant. In the case of an ISO grant to an optionee who, at the time the option is granted, owned stock representing more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary, the term of the option wasfive years from the date of grant. ISOs and NSOs generally vested at a rate of 25% on the first anniversary of the grant date and then ratably over the next three years. Upon termination of employment, any unvested shares were automatically returned to the Company. Those shares were added back to the plan and made available for future grants. The 2008 Plan was terminated in 2017, but the awards granted previously still vest. At July 31, 2026 and January 31, 2026, no shares from the 2008 Plan remained available for future grants.

In December 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”), which was most recently amended in September 2025 and subsequently terminated in connection with the adoption of the Company’s 2025 Plan (as defined below). The 2017 Plan allowed stock options to be granted to Company employees, officers, directors, advisors, consultants, and other service providers as either stock options, restricted stock awards, restricted stock units (“RSUs”), stock appreciation rights, and other equity awards. The 2017 Plan was initially adopted with substantively similar plan features as the 2008 Plan. In August 2018, the 2017 Plan was amended to extend the post-termination exercise period for vested awards, other than terminations for cause, to up to 10 years. At July 31, 2026 and January 31, 2026, no shares from the 2017 Plan remained available for future grants.

In September 2025, the Company’s stockholders approved the 2025 Equity Incentive Plan (the “2025 Plan” and, together with the 2017 and 2008 Plan, the “Plans”). The 2025 Plan became effective in connection with the IPO, and provides for the issuance of up to 17,500,000 shares of the Company’s common stock, plus any reserved shares of the Company’s common stock not issued or subject to outstanding grants under the 2008 Plan and the 2017 Plan on the effective date of the 2025 Plan, pursuant to stock options, RSUs, stock appreciation rights, and other equity awards. The number of shares reserved for issuance under the 2025 Plan will increase automatically on February 1 of each of 2026 through 2035 by the number of shares equal to 5% of the aggregate number of outstanding shares of all classes of the Company’s common stock as of the immediately preceding January 31, or a lesser number as may be determined by the board of directors. The 2025 Plan was initially adopted with substantively similar plan features to the 2017 and 2008 Plans. The Company began issuing awards under the 2025 Plan during the quarter ended January 31, 2026. At July 31, 2026 and January 31, 2026,35,047,247 and 27,856,967 shares from the 2025 Plan remained available for future grants, respectively.

In accordance with the Plans, the exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant unless expressly determined in writing by the board of directors or its designated committee, and the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant.

Stock Options

A summary of stock option activity as of and for thesix months ended July 31, 2026 under the Plans is as follows:

*The Plans allow for early exercise of stock options and exercised/forfeited balances include only vested stock options exercised.

As of July 31, 2026, unrecognized stock-based compensation expense related to unvested stock options was immaterial.

No options were granted during the three and six months ended July 31, 2026 and 2025.

Restricted Stock Units

RSUs are issued at no cost to the recipient and can be settled only in shares after the RSUs have vested. RSUs do not provide the holder with voting rights or cash dividends. Prior to the Company’s IPO, the majority of RSUs vest upon satisfaction of service-based and performance-based conditions (“dual-trigger RSUs”). Upon completion of the IPO on December 15, 2025, the performance condition was satisfied and the existing dual-trigger awards are now subject only to the remaining service-based vesting conditions. Accordingly, the Company began recognizing share-based compensation expense for these awards from the date the performance condition was satisfied. Following the Company’s IPO, RSUs granted are subject only to continued service-based vesting conditions and do not contain performance or market conditions.

A summary of RSU activity for the six months ended July 31, 2026 under the Plans is as follows:

As of July 31, 2026, unrecognized stock-based compensation expense related to unvested RSUs was $85.2 million, which is expected to be recognized over a weighted-average period of 2.4 years.

Employee Stock Purchase Plan

The Company’s employee stock purchase plan (“ESPP”) became effective in connection with the IPO in December 2025. The ESPP enables employees to purchase shares of the Company’s common stock at a discounted price through payroll deductions of up to 15% of their eligible compensation up to the statutory maximum. The purchase price is equal to 85% of the fair market value of a share of common stock on the first day of an offering period or the purchase date, whichever is lower.

During the six months ended July 31, 2026,424,916 shares had been purchased under the ESPP. Compensation expense associated with the ESPP is recognized over the offering period based on the grant-date fair value. Compensation expense was $0.3 million and $0.6 million for the three and six months ended July 31, 2026.

Allocation of Stock-Based Compensation

Stock-based compensation expense recognized in the condensed consolidated statements of operations for the three and six months ended July 31, 2026 and 2025 was as follows (in thousands):

13. Income Taxes

Each quarter, the Company’s tax provision for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. The Company updates the estimated annual effective tax rate quarterly and makes a year-to-date adjustment to the provision.

The Company’s effective tax rate was 13.0% and 19.1% for the three and six months ended July 31, 2026, respectively, compared to 12.9% and 18.0% for the three and six months ended July 31, 2025, respectively. For the three and six months ended July 31, 2026, the primary drivers of the difference between the effective tax rate and the statutory federal income tax rate of 21.0% were state income taxes, excess tax benefits from share-based compensation, non-deductible executive compensation under IRC Section 162(m), and federal and state research and development tax credits (net of reserves for unrecognized tax benefits). For the comparative prior-year periods ended July 31, 2025, the rate differences were primarily driven by state income taxes, excess tax benefits from share-based compensation, and research and development tax credits (net of reserves for unrecognized tax benefits).

14. Earnings per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted earnings per share attributable to common stockholders for the periods presented (in thousands, except per share and share amounts):

The following common stock equivalents were excluded from the computation of diluted earnings per share attributable to common stockholders because including them would have been antidilutive (outstanding):

15. Financial Instruments with Off-Balance Sheet Credit Risk

As a securities broker, the Company executes transactions with and on behalf of clients. The Company clears these transactions with its clearing firm on an omnibus basis.

In the normal course of business, the Company’s client activities involve the execution of securities transactions and settlement by its clearing broker. The agreement between the Company and its clearing broker provides that the Company is obligated to assume any exposure related to nonperformance by its clients. These activities may expose the Company to off-balance sheet risk in the event the client is unable to fulfill its contracted obligations. In the event the client fails to satisfy its obligations, the Company may be required to purchase or sell financial instruments at the prevailing market price in order to fulfill the client’s obligation. The Company seeks to control off-balance sheet credit risk by monitoring its client transactions and reviewing information it receives from its clearing broker on a daily basis and reserving for doubtful accounts when necessary.

16. Related Party Transactions

Related party transactions may include any transaction between the Company and entities under common control or with a related party. The Company defines related parties as members of the board of directors, executive officers, existing investors holding 10% or more of the Company’s outstanding voting stock, principal owners of the Company’s outstanding stock and any immediate family members of each related party, as well as any other person or entity with significant influence over the management or operations of the Company.

In July 2024, in connection with the acquisition of Unified National Mortgage LLC (renamed Wealthfront Home Lending, LLC), the Company entered into a series of management and financing agreements with the Company’s Chief Executive Officer, Wealthfront Home Lending, and Wealthfront Holdings LLC (“Holdings LLC”), the purchasing entity. Through these agreements, the Company directs the significant activities of Wealthfront Home Lending and absorbs all associated benefits and losses from Wealthfront Home Lending. As of and during the six months ended July 31, 2026 and 2025, the assets, liabilities, results of operations and net cash flows of Wealthfront Home Lending and Wealthfront Holdings were immaterial to the Company’s condensed consolidated financial statements.

On February 16, 2026, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with David Fortunato, the Company’s Chief Executive Officer, President and director. Pursuant to the Purchase Agreement, Mr. Fortunato sold his entire 95.1% limited liability company interest (the “Ownership Interest”) in Holdings LLC to the Company for nominal consideration in the amount of one dollar ($1). Following this transaction, the Company became the sole owner of 100.0% of the limited liability company interests of Holdings LLC. The transactions had no material impact to the condensed consolidated financial statements.

17. Subsequent Events

The Company has evaluated subsequent events from the condensed consolidated balance sheets date through September 14, 2026, the issuance date of the condensed consolidated financial statements.

Subsequent to July 31, 2026, the Company repurchased an additional 609,655 shares of its common stock under its authorized share repurchase program for an aggregate settlement amount of $5.8 million.

There have been no other material subsequent events other than previously disclosed that occurred during such period that would require disclosure or would be required to be recognized in the condensed consolidated financial statements as of July 31, 2026.