Wealthfront Corp美股招股说明书(2025-12-12版)

This is the initial public offering of shares of common stock of Wealthfront Corporation. We are offering21,468,038shares of ourcommon stock and the selling stockholders identified in this prospectus are offering13,147,346shares of our common stock in thisoffering. We will not receive any proceeds from the sale of shares of our common stock by any of the selling stockholders. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share of our commonstock is $14.00. We have been approved to list our common stock on The Nasdaq Stock Market LLC (“Nasdaq”)under the symbol“WLTH.” We are an “emerging growth company” as defined under the federal securities laws and, as such, we have elected to comply withcertain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled “Risk Factors” beginning on page41to read about factors you should consider before buying shares Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to Wealthfront CorporationProceeds, before expenses, to the selling stockholders(1) (1)See the section titled “Underwriting (Conflicts of Interest)” for additional information regarding compensation payable to the underwriters. To the extent that the underwriters sell more than34,615,384shares of common stock, the underwriters have the option for a periodof 30 days from the date of this prospectus to purchase up to an additional5,192,308shares of common stock from us at the initial publicoffering price less underwriting discounts and commissions. Certain funds and accounts managed by BlackRock, Inc. and Wellington Management (the “Cornerstone Investors”) have, severallyand not jointly, indicated an interest in purchasing up to an aggregate of $150.0 million in shares of our common stock in this offering atthe initial public offering price and on the same terms and conditions as the other purchasers in this offering. The shares of common stockto be purchased by the Cornerstone Investors will not be subject to a lock-up agreement with the underwriters. Because this indication ofinterest is not a binding agreement or commitment to purchase, the Cornerstone Investors may determine to purchase more, fewer, or noshares in this offering, or the underwriters may determine to sell more, fewer, or no shares to the Cornerstone Investors. The underwriterswill receive the same underwriting discount on any shares purchased by the Cornerstone Investors as they will from the other shares soldto the public in this offering. The underwriters expect to deliver the shares of common stock against payment in New York, New York onDecember 15, 2025. Goldman Sachs & Co. LLC J.P. Morgan Wells Fargo SecuritiesKeefe, Bruyette & WoodsA Stifel Company RBC Capital Markets Citigroup KeyBanc Capital Markets Citizens Capital Markets Prospectus datedDecember 11, 2025. TABLE OF CONTENTS PageLETTER FROM DAVID FORTUNATO, CHIEF EXECUTIVE OFFICERiiiSELECTED DEFINED TERMSviPROSPECTUS SUMMARY1RISK FACTORS41SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS96INDUSTRY AND MARKET DATA98USE OF PROCEEDS99DIVIDEND POLICY100CAPITALIZATION101DILUTION104MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS108BUSINESS147MANAGEMENT188EXECUTIVE COMPENSATION199CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS215PRINCIPAL AND SELLING STOCKHOLDERS218DESCRIPTION OF CAPITAL STOCK227SHARES ELIGIBLE FOR FUTURE SALE234MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF OUR COMMON STOCK238UNDERWRITING(CONFLICTS OF INTEREST)243LEGAL MATTERS253EXPERTS253WHERE YOU CAN FIND ADDITIONAL INFORMATION253INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Through and includingJanuary 5, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions inthese securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to adealer’sobligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment orsubscription. Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses filed with the Securities and ExchangeCommission. Neither we, the selling stockholders, nor any of the underwriters take any responsibility for, and can provide no assurance asto the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, butonly under circumstances and in jurisdictions where it