SecProbe.io

July 16, 2025
David Fortunato
Chief Executive Officer
Wealthfront Corporation
261 Hamilton Avenue
Palo Alto, California 94301
Re:Wealthfront Corporation
Draft Registration Statement on Form S-1
Submitted on June 18, 2025
CIK No. 0001524566
Dear David Fortunato:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Select Defined Terms, page iii
1.We note your disclosure that "Funded Clients" are those that have at least one account
open in which the outstanding value of assets is greater than zero on at least one
occasion. Please clarify whether this definition includes clients whose accounts were
only momentarily funded and subsequently maintained with a zero balance and
whether such clients continue to be counted as Funded Clients indefinitely.  In this
regard, to the extent practicable, clarify the number of clients that currently have an
account with assets greater than zero with you.
Prospectus Summary, page 1
We note various statements that appear to be subjective or conclusory references 2.

July 16, 2025
Page 2
throughout the filing to your expertise, industry-leading position, or statements on the
industry in general.  Examples include:

•"the preferred financial solutions platform for "digital natives"" (at page 1);
•"[our] clients are the wealth builders within these generations"(at page 1);
•"[w]e were among the first digital-only financial solutions platforms" (at page 1);
•that you are a "different kind of FinTech" (at page 1);
•the opportunity you are pursuing is "unique and massive" (at page 1);
•that the "growing wealth of the digital-native generations presents a challenge to
the traditional platforms" (at page 2);
•" a paradigm shift was caused by the GFC" (at page 9);
•your products "ensure the best possible user experience" and "superior client
service" (at page 9);
•"enables best-in-class investment products and brokerage services" (at page 13);
and
•"clients get an industry-leading APY" (at page 13).

Please provide support for these statements, and disclose the measure by which you
determined your competitive position. Alternatively, please revise to state that these
are your beliefs.
Our Clients, page 7
3.We note your statement on page 9 that your "cash management and investing assets
have demonstrated consistent and continuous growth." However, we also note in your
chart on page 9 that from 2018 to 2019 it appears your cash assets dropped, and
remained that way until 2022, before increasing again. Please balance your statement
regarding continuous growth of your cash assets and what is shown in the chart by
discussing the timeframe that the cash assets appeared to drop, and also discuss the
factors that lead to the drop in cash assets during the period noted, as applicable.
Our Clients Have Evolving Financial Needs, page 9
4.Please revise to clarify the meaning of the phrase “net-of-fee after tax returns”.
Diverse Financial Products, page 10
5.Please revise to specifically indicate how pass-through FDIC insurance has been
obtained and provided for up to $8 million for individual accounts and $16 million for
joint accounts.
6.Please revise to provide a discussion addressing the “automated tax-loss harvesting
strategies” and how they are applied to the diversified portfolios of index-based ETFs,
U.S. Direct Indexing, S&P 500 Direct, and Automated Bond Portfolios in benefitting
clients.
Please revise to provide a detailed discussion addressing the margin lending activities
and the related accounting. In addition, please address the following:7.

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•lending requirements including how the portfolio line of credit is determined,
•the collateral requirements, and
•the steps taken by the company on an ongoing basis to monitor collateral
indicating when additional collateral may be required  and how such collateral is
obtained.
8.Please revise to provide a detailed discussion addressing the activities relating to the
clients lending of securities owned, and the related accounting.
9.We note your disclosure on page iii that you sweep your clients' cash accounts to
accounts at FDIC-insured banks. Please revise here or elsewhere as appropriate to
identify these program banks, or advise.  To the extent practicable, specify what
percentage of your member accounts is held at each bank, including by type of
account, such as checking or savings accounts. In addition, describe material risks
associated with any possible concentration of deposits at such banks.  Clarify if
"program banks" are typically a fixed group of banks, or if the group of banks
involved change over a specified time frame, for example.
Our Platform, page 10
10.We note your disclosure on page 11 that clients receive an "industry-leading APY"
through program banks. Please quantify what is meant by an "industry-leading APY"
or clarify what you mean by "industry-leading," including the industry or peer group
referenced, the basis of the comparison and the source or methodology used to support
this claim. In addition, please disclose the range of APYs currently offered to clients
through the program banks and how frequently they are updated.
11.We note your statement on page 12 that "[a]s of January 31, 2025, our average
platform assets per client exceeded $70,000, which relative to other FinTech
platforms demonstrates our clients' trust." Please briefly expand on how this figure
compares to other FinTech companies, the peer group considered, and the source of
any supporting data, or revise to state it as your belief that it demonstrates your clients'
trust.  In addition, clarify how average platform assets per client are calculated.
Risk Factors
The amount of our platform assets is subject to significant fluctuations, page 31
12.We note your disclosure that your platform assets may be impacted by changes in the
domestic and global markets and global economic conditions.  Please revise to discuss
the risk to your platform assets and business due to current market or economic
conditions, as applicable.
We are directly and indirectly exposed to fluctuations in interest rates, page 37
13.Please revise this risk factor to discuss the impact of the current interest rate
environment on your business.
Risks Related to Our Cash Management Products and Services
Our cash management products and services, page 45
We note your disclosure here that you are not a bank, and so rely on the program 14.

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banks to accept client assets and provide certain banking products or services to your
clients.  Please clarify if you may also be subject to regulatory oversight by the
primary regulator of the partner bank or program banks.

Errors in Wealthfront Advisers LLC's automated advisory services, page 48
15.Please also address any potential risks related to automation, as compared to more
constant human managing and oversight.
We are incorporating, and may in the future incorporate, AI technologies, page 62
16.We note your disclosure that you are currently using artificial intelligence ("AI") in
certain of your internal processes.  Please briefly expand in an appropriate place in the
document to provide more detail on the principal areas where you use AI, and clarify
if you are currently using it, or planning to use it, in the automated financial services
you offer.  Please clarify if customer data is accessed by your AI or if AI tools are
provided by your third party vendors.
Management's Discussion and Analysis
Our Revenue Model
Cash Management, page 98
17.Please revise to discuss the nature and mechanics of the Company’s “cash sweep
program” including indicating if, for example, it is an overnight or a type of daily
program, addressing the detailed components of these contractual relationships with
the partner banks, etc.
18.Further, please revise to indicate what portion of the total cash sweep interest earned
is retained by the Company as well as address if the contractual relationship with each
client identifies the amount of any portions retained by the Company and/or passed
along to the client.
19.Please revise to disclose average wholesale interest rates paid by the program banks
for the periods presented and the rates paid to the clients.
20.Please revise to provide a discussion addressing how the wholesale rates earned and
paid out have changed with the passage of time given changes in the level of “Cash
assets” indicated in the table on page 9.
21.We note your disclosure that you primarily generate revenue from your cash
management products through fees earned from program banks in your cash sweep
program, and that by passing along wholesale interest rates paid by these banks, you
are able to offer clients a "stable and more attractive rate than might be accessed
elsewhere." Please revise here and elsewhere as appropriate to clarify the nature and
structure of the fees received from program banks, including how they are calculated
and whether they are fixed or variable. Additionally, please explain what is meant by
a "stable and more attractive rate," including the basis for comparison and whether
this statement is based on any specific benchmarks, competitor offering or third party
data.

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Key Business Metrics, page 102
22.We note your disclosure that closed accounts are excluded from your Funded Client
count and that you report having 1.1 million Funded Clients. While we understand
that a Funded Client is defined as a client who has an account with a balance greater
than zero at least once and is not closed, please provide additional detail on the extent
to which these accounts remain currently funded and active. Specifically, please
discuss whether Funded Clients typically maintain meaningful balances or
demonstrate ongoing engagement with the platform, such as through recurring
contributions or recent activity. In addition, please explain how this definition aligns
with industry practice and whether you track or disclose other metrics, such as active
or recurring funding clients.
Non-GAAP Financial Measures, page 102
23.Please revise to disclose how the “net income margin” was determined.
Results of Operations
Total Revenue
Cash Management, page 107
24.Please revise to disclose average wholesale interest rates ( or average rates) paid by
the program banks to the Company and the corresponding rates paid to the clients for
the periods presented.
25.Please revise to disclose the level of consideration fees paid for referrals during the
periods presented. Indicate if these fees are based on a percentage of the referred
client funds received or are based on some other metric.
26.Please revise to provide a discussion addressing the money movement volumes, the
net retention rates and the new client funds obtained and the relationship to the daily
average balance of cash management assets impacting revenues and the cost of
revenues recognized during the periods presented.
Investment Advisory, page 108
27.Please revise to provide a discussion addressing the impact of the average advisory
fee, net of fee waivers, on the investment advisory revenues recognized in each of the
periods presented.
Marketing, page 108
28.Please revise to discuss and quantify the changes in performance and brand
advertising, personnel-related costs, and allocated overhead as it relates to the
marketing expenses in each period presented.
29.Please revise to disclose the level of client referral expenses paid to clients for each
period presented, indicating if these costs are based on a percentage of the referral
client funds received or are based on some other metric.
Other Revenue, page 108
Please revise to disclose the average margin lending rates earned by the Company in 30.

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the periods presented. Also, discuss the funding costs incurred and the rates paid in
the determination of the net interest margin revenues recognized.
31.Please revise to provide detailed information addressing the volume of activity for the
margin lending activities for the periods presented. Please ensure your disclosure
includes new loans originated as well as repayments made and any loan write-offs for
the periods presented.
Product Development, page 108
32.Please revise to discuss and quantify the changes in the personnel-related costs,
including stock-based compensation and allocated overhead, and all other costs
incurred as it relates to product development in each period presented.
Total Costs and Operating Expenses
Cost of Revenue, page 108
33.Please revise to discuss and quantify the changes in the level of cash management,
brokerage platform, and data costs, inclusive of amortization of internally-developed
software expenses recognized in each period presented.
Liquidity and Capital Resources, page 109
34.Please revise to disclose the proceeds received from each of the individual issuances
of redeemable convertible preferred stock given the significance of these issuances in
financing the company’s operations.
Other Expense (Income), Net, page 109
35.Please revise to separately disclose and discuss the amounts and the reasons for the
individual fair value changes from remeasurements of the convertible note, the
warrant liabilities, and the SAFEs during the periods presented.
Business
Our Clients, page 122
36.We note your statement on page 124 that "[o]ur clients choose Wealthfront because
our digital client experience offers superior net-of-fee after tax returns, comparatively
high yield on cash and fast and free money movement." Please clarify what you mean
by "superior net-of-fee after tax returns" and identify the benchmarks or peer
comparisons used to support this statement. Additionally, explain how you define
"comparatively high yield on cash," including time periods, interest rate sources and
competitors considered in making this claim.
Our Platform , page 125
We note your statement on page 127 that you "pass along the cost savings from
automation to our clients in the form of...lower advisory fees for our investment
advisory products." Please clarify how these cost savings are measured or quantified
and explain the extent to which they have resulted in lower advisory fees.
Additionally, please describe how your advisory fees compare to those of traditional
and other digital investment advisory firms, and identify the source and methodology 37.

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used to support any comparative claims.
38.We note your disclosure on page 45 that you have arrangements with a banking
partner whereby you provide services which allow you to offer your clients with
banking features, including a Wealthfront branded debit card, ATM network access,
and a mobile check deposit capture. Please revise your disclosure under Cash
Management on page 126 and elsewhere as appropriate to identify your banking
partner and disclose the material terms of any agreements with them, or advise.
Please also clarify if individual customers are depositors at the bank partner or the
program banks.  In this regard, please clarify which entity matches up any individual
account holder funds, or explain to the extent accounts are aggregated.  Please also
include any material agreements with the banking partner as exhibits, or advise.
39.We note your disclosure on page 126 that your investment advisory products aim to
deliver "superior long-term after-tax return" through control over fees, tax an