WEALTHFRONT CORP (Form: 3, Received: 12/11/2025 20:58:22)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

RACHLEFF ANDREW S

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/11/2025

3. Issuer Name and Ticker or Trading Symbol

WEALTHFRONT CORP [WLTH]

(Last) (First) (Middle)

C/O WEALTHFRONT CORPORATION, 261 HAMILTON AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

PALO ALTO, CA 94301

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	403,225	I	See Footnote 1 ⁽¹⁾
Common Stock	403,225	I	See Footnote 2 ⁽²⁾
Common Stock	7,454,277	I	By Rachleff Family Revocable Trust UTD 5/19/92 ⁽³⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,012,500	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92 ⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,832,280	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92 ⁽³⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	298,160	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92 ⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	3,704,406	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92 ⁽³⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	158,278	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92 ⁽³⁾
Series G Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	761,294	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92 ⁽³⁾
Series G-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	203,009	⁽⁴⁾	I	By Rachleff Family Revocable Trust UTD 5/19/92 ⁽³⁾
Restricted Stock Units	⁽⁵⁾	⁽⁶⁾	Common Stock	29,762	⁽⁷⁾	D

Explanation of Responses:
(1)	The reported securities are directly held by The Jake Alexander Rachleff 2015 Irrevocable Trust u/a/d 5/15/2015, for which the reporting person and his spouse serve as co-trustees, and of which their child is the beneficiary.
(2)	The reported securities are directly held by The Shelby Elizabeth Rachleff 2015 Irrevocable Trust u/a/d 5/15/2015, for which the reporting person and his spouse serve as co-trustees, and of which their child is the beneficiary.
(3)	The reported securities are directly held by the Rachleff Family Revocable Trust UTD 5/19/92, for which the reporting person and his spouse serve as co-trustees, and of which the reporting person and his household members are the beneficiaries.
(4)	Pursuant to the Issuer's Restated Certificate of Incorporation, each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series G Convertible Preferred Stock, or Series G-1 Convertible Preferred Stock (collectively "Preferred Stock") may be converted, at the option of the holder, at any time. In connection with the completion of the Issuer's initial public offering ("IPO") of its Common Stock, each share of Preferred Stock shall automatically convert into shares of Common Stock at a ratio of 1-for-1. The securities have no expiration date.
(5)	The award was granted subject to a performance-based vesting condition which shall be satisfied in connection with the IPO, as well as a service-based vesting schedule. The entire award shall vest on March 15, 2026, subject to the reporting person's continued service to the Issuer on the vesting date.
(6)	These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
(7)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RACHLEFF ANDREW S C/O WEALTHFRONT CORPORATION 261 HAMILTON AVENUE PALO ALTO, CA 94301	X	X

Signatures
/s/ Lauren Lin, as Attorney-in-Fact		12/11/2025
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints David Fortunato, Alan Imberman, and Lauren Lin (each, an “Attorney-in-Fact”), as long as such individual is providing services to Wealthfront Corporation, a Delaware corporation (the “Company”), acting individually, as the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4, and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), and the rules and regulations thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4, and 5, and any amendments thereto, and file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, if required; and

(3)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the Attorney-in-Fact may approve in the Attorney-in-Fact’s discretion.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that the Attorney-in-Fact, or the Attorney-in-Fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing Attorney-in-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that the Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to the Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless the Company and the Attorney-in-Fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to the Attorney-in-Fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4, or 5 (including amendments thereto) and agrees to reimburse the Company and the Attorney-in-Fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of, and transactions in securities issued by, the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8^th day of July, 2025.

By:

/s/ Andrew S. Rachleff

Name:

Andrew S. Rachleff