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 Document December 11, 2025 VIA EDGAR AND ELECTRONIC TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Robert Arzonetti Susan Block Victor Cecco Marc Thomas Re: Wealthfront Corporation Registration Statement on Form S-1 Filed September 29, 2025 File No. 333-290583 Ladies and Gentlemen: On behalf of our client Wealthfront Corporation (the “ Company ”) and in response to an oral comment from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) received on December 10, 2025, the Company hereby informs the Staff that it has filed Amendment No. 2 (“ Amendment No. 2 ”) to the Company’s Registration Statement on Form S-1 (File No. 333-290583), initially filed by the Company with the Commission on September 29, 2025 (the “ Original Registration Statement ”), as amended by Amendment No. 1 to the Original Registration Statement, filed by the Company with the Commission on December 2, 2025 (as amended, the “ Registration Statement ”) to: (1) update the Principal and Selling Stockholders table beginning on page 220 of Amendment No. 2 to identify certain additional selling stockholders; (2) update footnotes 20 through 42 to the Principal and Selling Stockholders table to identify by name each of the selling stockholders in the Company’s initial public offering; and (3) update footnotes 1, 2, 3, 6, 7, 10, 15, 16 and 18 through 42 to the Principal and Selling Stockholders table to clarify that all of the restricted stock units of the Company (“ RSUs ”) that are beneficially owned by the selling stockholders and set forth in such table will vest and be settled for shares of the Company’s Common Stock (“ Common Stock ”) within 60 days of December 1, 2025 (the “ Selling Stockholder RSUs ”). The Company further respectfully advises the Staff that all Selling Stockholder RSUs will vest and be settled upon the effectiveness of the Registration Statement and all shares of Common Stock to be sold by such selling stockholders in the initial public offering will be outstanding and vested shares of Common Stock prior to the consummation of the initial public offering. U.S. Securities and Exchange Commission December 11, 2025 Page 2 * * * * * * * Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (415) 875-2432, or in my absence, Ran Ben-Tzur at (650) 335-7613. Sincerely, /s/ Michael Brown Michael Brown Partner FENWICK & WEST LLP cc: David Fortunato, Chief Executive Officer and President Alan Imberman, Chief Financial Officer and Treasurer Lauren Lin, Esq., Chief Legal Officer, Chief Compliance Officer, and Secretary Wealthfront Corporation Ran Ben-Tzur, Esq. Ari Haber, Esq. Chelsea Anderson, Esq. Fenwick & West LLP Richard A. Kline, Esq. Sarah B. Axtell, Esq. Latham & Watkins LLP 2

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 Document Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 December 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Arzonetti Susan Block Victor Cecco Marc Thomas Re: Wealthfront Corporation Registration Statement on Form S-1 File No. 333-290583 Acceleration Request Requested Date: December 11, 2025 Requested Time: 4:00 P.M. Eastern Time To the addressees set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), we, as representatives of the several underwriters (the “ Representatives ”), hereby join in the request of Wealthfront Corporation (the “ Registrant ”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on December 11, 2025, or at such later time as the Registrant or its outside counsel, Fenwick & West LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement. We, the undersigned, as the Representatives, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Signature Page Follows ] Sincerely, As Representatives of the several underwriters GOLDMAN SACHS & CO. LLC By: /s/ Danielle Freeman Name: Danielle Freeman Title: Managing Director J.P. MORGAN SECURITIES LLC By: /s/ David Vaimberg Name: David Vaimberg Title: Executive Director, Commercial & Investment Banking [ Signature Page to Underwriters’ Acceleration Request ]

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 Document Wealthfront Corporation 261 Hamilton Avenue Palo Alto, California 94301 December 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Arzonetti Susan Block Victor Cecco Marc Thomas Re: Wealthfront Corporation Registration Statement on Form S-1, as amended (File No. 333-290583) and corresponding Registration Statement on Form 8-A (File No. 001-42987) Request for Acceleration of Effective Date Requested Date: December 11, 2025 Requested Time: 4:00 PM Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, Wealthfront Corporation (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statements on Form S - 1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable. The Registrant hereby authorizes Michael Brown and Ran Ben-Tzur, each of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration. The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Brown at (415) 875-2432, or in his absence, Mr. Ben-Tzur at (650) 335-7613. Sincerely, WEALTHFRONT CORPORATION By: /s/ David Fortunato David Fortunato Chief Executive Officer and President cc: Alan Imberman, Chief Financial Officer and Treasurer Lauren Lin, Esq., Chief Legal Officer, Chief Compliance Officer, and Secretary Wealthfront Corporation Michael Brown, Esq. Ran Ben-Tzur, Esq. Ari Haber, Esq. Chelsea Anderson, Esq. Fenwick & West LLP Richard A. Kline, Esq. Sarah B. Axtell, Esq. Zuzanna V. Gruca, Esq. Latham & Watkins LLP

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 Document October 17, 2025 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[*]” IN THE LETTER FILED VIA EDGAR. VIA EDGAR AND ELECTRONIC TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Robert Arzonetti Susan Block Victor Cecco Marc Thomas Re: Wealthfront Corporation Registration Statement on Form S-1 File No. 333-290583 Ladies and Gentlemen: On behalf of Wealthfront Corporation (the “ Company ”), and in connection with the above-referenced Registration Statement on Form S-1 originally confidentially submitted by the Company with the Securities and Exchange Commission (the “ Commission ”) on June 18, 2025 and subsequently publicly filed by the Company with the Commission on September 29, 2025 (File No. 333-290583) (the “ Registration Statement ”), we submit this letter to the staff of the Commission (the “ Staff ”) providing an explanation of the differences between the fair values of the Company’s common stock (“ Common Stock ”) on each grant date since February 1, 2024, which was the first date of the Company’s fiscal year ended January 31, 2025, including the difference between recent grant date fair values and the Preliminary Price Range (as defined below). U.S. Securities and Exchange Commission October 17, 2025 Page 3 Confidential Treatment Request Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act. Historical Valuations and Equity Award Grants Since the date of the filing of the Registration Statement and through the date of this letter, the Company has not granted any additional equity awards; however, the Company expects to make certain grants of restricted stock units (“ RSUs ”) in advance of the pricing of the Company’s proposed initial public offering (the “ IPO ”), which will be described in the Registration Statement. The Company intends to assess the fair value of its Common Stock for such awards by incorporating all available information, including the actual per share price to the public in its IPO (the “ IPO Price ”), and linearly interpolate the difference between the fair value of Common Stock as of July 31, 2025 and the IPO Price. For the Staff’s reference, the Company has reproduced the results of the Company’s independent Common Stock valuation reports (each, a “ Valuation Report ”), and the resulting Common Stock valuation determinations of the Company’s board of directors (the “ Board ”), relating to equity awards granted during the period from February 1, 2024 through the date of this letter (the “ Review Period ”), as well as a chronological listing of equity awards granted during the Review Period, including the fair value per share of the underlying Common Stock at the applicable grant date for financial reporting purposes. Valuations Date of Valuation Fair Value per Share May 31, 2023 $9.68 May 31, 2024 $11.76 December 31, 2024 $13.91 January 31, 2025 $14.04 April 30, 2025 $14.01 July 31, 2025 $16.20 CONFIDENTIAL TREATMENT REQUESTED BY WEALTHFRONT CORPORATION U.S. Securities and Exchange Commission October 17, 2025 Page 4 Equity Award Grants Grant Date Award Type (1) Number of Shares Underlying Awards Estimated Fair Value Per Share for Financial Reporting Purposes (2)(3) February 21, 2024 RSU 1,314,191 $11.19 April 22, 2024 RSU 2,110,723 $11.54 July 22, 2024 RSU 13,577 $11.76 August 21, 2024 RSU 1,827,771 $12.58 October 21, 2024 RSU 2,065,359 $13.20 January 14, 2025 RSU 2,926,258 $13.97 April 29, 2025 RSU 2,385,343 $14.01 May 20, 2025 RSU 241,342 $14.49 July 14, 2025 RSU 1,135,734 $15.80 September 26, 2025 RSU 1,487,245 $16.20 October 13, 2025 RSU 1,120,351 $16.20 ______________ (1) The RSUs granted during the Review Period are subject to time-based service vesting conditions, which have been satisfied for certain of the awards as of the date of this letter, as well as a performance-based vesting condition, which will be satisfied upon the effectiveness of the Registration Statement. As a result, in accordance with U.S. generally accepted accounting principles, the Company has not recognized any stock-based compensation expense for these awards through the date of this letter. The Company will not recognize any stock-based compensation expense in respect of such RSUs until the performance-based vesting condition has been satisfied, upon which time the Company will record stock-based compensation expense for awards that have satisfied the time-based service vesting condition using an accelerated attribution method over the requisite service period. (2) For financial reporting purposes, the Company applies linear interpolation for awards granted between valuation dates. The Company believes that this straight-line methodology provides the most reasonable basis for the valuation of its Common Stock because the Company did not identify any single event that occurred during periods between valuation dates that would have caused a material change in fair value. (3) For the September 26, 2025 grants, the October 13, 2025 grants, and any subsequent awards granted following the date of this letter and through the date of the IPO, the Company intends to assess the fair value of its Common Stock for such awards by incorporating all available information, including the IPO Price, and linearly interpolate the difference between the fair value of Common Stock as of July 31, 2025 and the IPO Price. CONFIDENTIAL TREATMENT REQUESTED BY WEALTHFRONT CORPORATION U.S. Securities and Exchange Commission October 17, 2025 Page 5 Preliminary Price Range The Company supplementally advises the Staff that it expects the price range per share, which will be included on the cover of the Company’s preliminary prospectus, to be consistent with the Company’s most recent valuations determined by the Board. The Company notes that the lead underwriters for the IPO, Goldman Sachs & Co. LLC and J.P. Morgan Securities, LLC, provided a view to the Company’s Board on a preliminary estimate of the price range of $[*] to $[*] per share of Common Stock (the “ Preliminary Price Range ”) on September 26, 2025. The Company notes that the estimated fair value per share of Common Stock from the most recent valuations determined by the Board as of July 31, 2025, April 30, 2025, and January 31, 2025 were $16.20, $14.01, and $14.04, respectively, [*]. Further, the Preliminary Price Range necessarily assumes that the IPO has occurred and that a public market for the Common Stock has been created, and, therefore, excludes any discount for lack of marketability of the Common Stock or impact of the time value of money, which were appropriately taken into account in the valuations determined by the Board. Without the 17.5% discount for lack of marketability in the valuation determined by the Board as of December 31, 2024, the estimated fair value per share of Common Stock would have been $[*], [*]. Similarly, without the 15% discount for lack of marketability in the valuation determined by the Board as of May 31, 2024, the estimated fair value per share of Common Stock would have been $[*], [*]. Additionally, the Preliminary Price Range is based only upon a scenario in which the Company completes the IPO and is not probability weighted, in contrast to the Company’s prior valuations of its Common Stock, which considered multiple potential outcomes, which would result in a lower valuation of the Common Stock than its IPO. In the valuation determined by the Board as of May 31, 2023 (the “ May 2023 Valuation ”), which factored into the estimated fair value of the awards made in February 21, 2024 and April 22, 2024 given the straight-line methodology applied by the Company between valuation dates, the Company had not yet begun using a probability weighted expected return method (“ PWERM ”) in order to account for various potential future exit scenarios for the Company, including an IPO. At the time of the May 2023 Valuation, the Company had not begun planning for an IPO. The Company first began using the PWERM in the May 31, 2024 valuation (the “ May 2024 Valuation ”), which is when the Company first began preliminary internal planning for an IPO in 2025. However, the Company only engaged bankers for the IPO and held an organizational meeting in April 2025, so the weighting of an IPO (expected to occur in 2025) in the May 2024 Valuation was only 35%. Moreover, the Company would note that given the proximity of the awards made on February 1, 2024 and April 22, 2024 to the May 2024 Valuation, the fair value per share for financial reporting purposes for such grants primarily reflects the May 2024 Valuation as opposed to the May 2023 Valuation. The Preliminary Price Range was not derived using a formal determination of fair value. The Preliminary Price Range has been estimated based upon current market conditions, the Company’s financial condition and prospects, and the performance of comparable companies in the Company’s industry. As discussed above, the Preliminary Price Range does not consider any CONFIDENTIAL TREATMENT REQUESTED BY WEALTHFRONT CORPORATION U.S. Securities and Exchange Commission October 17, 2025 Page 6 discount for the current lack of marketability for the Common Stock and assumes an IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. The Company supplementally advises the Staff that the Preliminary Price Range is subject to further revision based on market conditions, business developments, and other factors. The Company confirms to the Staff that, in accordance with Item 501(b)(3) of Regulation S-K and Question 134.04 of the Regulation S-K Compliance and Disclosure Interpretations, the difference between the high and low end of the bona fide price range (the “ Price Range ”) that will be included in an amendment to the Registration Statement that will be filed shortly before the commencement of the Company’s roadshow will be no more than 20%, assuming the maximum price is greater than $10.00 per share. The parameters of the Price Range will be subject to then-current market conditions, continuing discussions with the underwriters, any business developments impacting the Company, and other factors. The Company submits that the primary factor that explains the [*] between the Preliminary Price Range and the fair value of the Common Stock used for the Company’s most recent equity awards is the general consistency between the comparable companies and related valuation multiples used in deriving the Preliminary Price Range and those used in the Company’s most recent valuations. As such, taking into account all of the above, the Company respectfully submits that the deemed per share fair values of its Common Stock used as the basis for determining stock-based compensation expense in connection with its grants of equity awards during the Review Period are reasonable and appropriate for the reasons described herein and in the Registration Statement. *        *        * CONFIDENTIAL TREATMENT REQUESTED BY WEALTHFRONT CORPORATION U.S. Securities and Exchange Commission October 17, 2025 Page 7 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (415) 875-2432, or in my absence, Ran Ben-Tzur at (650) 335-7613. Sincerely, /s/ Michael Brown Michael Brown Partner FENWICK & WEST LLP cc: David Fortunato, Chief Executive Officer and President Alan Imberman, Chief Financial Officer and Treasurer Lauren Lin, Esq., Chief Legal Officer, Chief Compliance Officer, and Secretary Wealthfront Corporation Ran Ben-Tzur, Esq. Ari Haber, Esq. Chelsea Anderson, Esq. Fenwick & West LLP Richard A. Kline, Esq. Sarah B. Axtell, Esq. Latham & Watkins LLP CONFIDENTIAL TREATMENT REQUESTED BY WEALTHFRONT CORPORATION

September 26, 2025
David Fortunato
Chief Executive Officer
Wealthfront Corporation
261 Hamilton Avenue
Palo Alto, CA 94301
Re:Wealthfront Corporation
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted on September 23, 2025
CIK No. 0001524566
Dear David Fortunato:
            We have reviewed your amended 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 and non-public draft submissions 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. Unless we note otherwise, any references to prior comments are to comments in
our September 12, 2025 letter.
Amendment No. 3 to Draft Registration Statement on Form S-1
Our Platform
Diverse Financial Products, page 30
We note your response to prior comment 3.  We also note your revised disclosure at
page iii, under "Select Defined Terms," that "Cash Account" means the account
clients open and maintain at your subsidiary Wealthfront Brokerage LLC.  Please
revise here to clarify the nature of the cash account, which appears to include aspects
of a brokerage account.  Please also identify the banks that provide services related to
the Cash Management product, such as Wells Fargo, and summarize the key terms of 1.

September 26, 2025
Page 2
the agreements that appear to allow you to manage the FBO accounts and related
sweeps, settlement, reconciliation, dispute resolution and other features necessary to
offer the Cash Management product.  Please also file such agreements with banks as
exhibits, or provide a detailed explanation why they are not required under Item
601(b)(1) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Revenue Model, page 106
2.We are continuing to evaluate your response to prior comment 4 and may have
additional comments.
            Please contact Victor Cecco at 202-551-2064 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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Document

September 29, 2025

VIA EDGAR AND ELECTRONIC TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

Attention:

 Robert Arzonetti

 Susan Block

 Victor Cecco

 Marc Thomas

Re:

 Wealthfront Corporation

 Amendment No. 3 to Draft Registration Statement on Form S-1

 Submitted on September 23, 2025

 CIK No. 0001524566

Ladies and Gentlemen:

We are submitting this letter on behalf of Wealthfront Corporation (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated September 26, 2025 (the “Letter”), regarding the Company’s Amendment No. 3 to Draft Registration Statement on Form S-1 (CIK No. 0001524566) confidentially submitted by the Company to the Commission on September 23, 2025 (the “Draft Registration Statement”). Concurrently herewith, we are filing a copy of the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The numbered paragraphs below correspond to the numbered comments in the Letter and the Staff’s comments are presented in bold italics.

In addition to addressing the comments raised by the Staff in the Letter, the Company has revised the Registration Statement to update certain other disclosures, including updates to its disclosures on pages 13, 120, 125, and 153 to 154 of the Registration Statement in response to feedback from the Staff conveyed on a conference call held on September 26, 2025. Capitalized terms used and not otherwise defined herein have the same meanings as specified in the Registration Statement.

U.S. Securities and Exchange Commission

September 29, 2025

Page 2

Amendment No. 3 to Draft Registration Statement on Form S-1

Our Platform

Diverse Financial Products, page 30

1.We note your response to prior comment 3. We also note your revised disclosure at page iii, under “Select Defined Terms,” that “Cash Account” means the account clients open and maintain at your subsidiary Wealthfront Brokerage LLC. Please revise here to clarify the nature of the cash account, which appears to include aspects of a brokerage account. Please also identify the banks that provide services related to the Cash Management product, such as Wells Fargo, and summarize the key terms of the agreements that appear to allow you to manage the FBO accounts and related sweeps, settlement, reconciliation, dispute resolution and other features necessary to offer the Cash Management product. Please also file such agreements with banks as exhibits, or provide a detailed explanation why they are not required under Item 601(b)(1) of Regulation S-K.

In response to the Staff’s comment, the Company has revised the disclosure on pages vi, 13, 153 to 154, and 166 of the Registration Statement to clarify the nature of its Cash Account. Wealthfront further advises the Staff that Wealthfront offers its Cash Account through Wealthfront Brokerage LLC. Clients open a Cash Account by acknowledging and signing the Wealthfront Customer Brokerage and Custody Agreement which the Company previously shared with the Staff supplementally in connection with the Company’s prior response letter dated September 23, 2025 (the “Prior Response Letter”). The Cash Account is a brokerage account that provides cash management services, including the cash sweep program and other services as described in the Registration Statement. These services include ancillary cash management services such as ACH functionality supported by UMB Bank (“UMB”) and debit card access supported by Green Dot Corporation (“Green Dot”), as noted in the Company’s Prior Response Letter and the Registration Statement. Clients may also choose to allocate cash in their Cash Account to a money market mutual fund (currently TIMXX, a security). The Cash Account does not support self-directed investment, such as trading in equity securities or ETFs.

The Company has also revised the disclosure in footnotes 6, 31, and 43, respectively, on pages 13, 154, and 166, respectively, of the Registration Statement to note that it maintains standard commercial bank accounts with Wells Fargo Bank, N.A. (“Wells Fargo”) that it uses as intermediary accounts to process client deposits and withdrawals, both of which involve transfers of client funds to and from the program banks participating in the Company’s cash sweep program. The intermediary accounts at Wells Fargo are titled in the name of Wealthfront Brokerage LLC for the benefit of its customers.

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U.S. Securities and Exchange Commission

September 29, 2025

Page 3

The Company’s agreement with Wells Fargo relating to these intermediary accounts (the “Wells Fargo Agreement”) consists of standard terms and conditions applicable to the maintenance of any commercial bank account at Wells Fargo by any business entity and was not negotiated between the Company and Wells Fargo. The intermediary accounts are used for moving funds to and from program banks and do not hold client funds for an extended period of time, as noted in the Company’s Prior Response Letter.

The Company advises the Staff that the Company does not believe that its agreement with Wells Fargo is material to investors. As noted above, the Company’s accounts with Wells Fargo that are used as intermediary accounts are standard commercial bank accounts. As such, the Wells Fargo Agreement contains typical terms and conditions for agreements relating to the maintenance of a commercial bank account. As noted above, the Wells Fargo Agreement was not negotiated between the Company and Wells Fargo. As a result, the Company does not believe that disclosure of the specific terms of the Wells Fargo Agreement would be important to investors or provide investors with any meaningful information regarding the Company’s business. To assist the Staff in its review of the Company’s response, the Company has supplementally provided the Wells Fargo Agreement.

Further, the Company advises the Staff that it does not believe it is required to file the Wells Fargo Agreement under Item 601(b)(10) of Regulation S-K. Item 601(b)(10)(ii) of Regulation S-K states that “if the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed unless it falls within one or more specified categories, in which case it shall be filed except where immaterial in amount or significance.” (Emphasis added.) The intermediary account services and related infrastructure are typical for cash sweep programs similar to the Company’s, and the use of intermediary accounts is typical for the business of any broker-dealer. In addition, and as noted above, the Wells Fargo Agreement contains typical terms and conditions for agreements relating to the maintenance of a standard commercial bank account. Therefore, the Company respectfully submits that the Wells Fargo Agreement is a contract that ordinarily accompanies the kind of business conducted by the Company in connection with its cash management services and as such does not require filing under Item 601(b)(10) of Regulation S-K.

The Company has also evaluated the Wells Fargo Agreement under Item 601(b)(10)(ii)(A)-(D) of Regulation S-K and does not believe that the Wells Fargo Agreement falls into any of those categories. More specifically, under Item 601(b)(10)(ii)(B) of Regulation S-K, the Company is not substantially dependent on the Wells Fargo Agreement. The Company advises that there are a significant number of banks with which the Company could open a commercial bank account similar to the bank accounts that the Company maintains with Wells Fargo. The Company further notes that opening intermediary accounts at another bank would not

3

U.S. Securities and Exchange Commission

September 29, 2025

Page 4

be administratively difficult, that it has relationships with many banks that could offer standard bank accounts to the Company, that the agreements for such accounts are on standard terms and conditions, and that the Company has already invested in preparing redundant capabilities such that a transition could feasibly be accomplished with little to no disruption to Cash Account functionality while maintaining continuous access to client funds. The Company notes that the transition to another intermediary bank would involve the Company making a straightforward update to its infrastructure to change bank links to the replacement intermediary bank, but which would not require technical integration on the part of the intermediary bank. Accordingly, the Company does not believe that it is substantially dependent on the Wells Fargo Agreement.

For the reasons described above, the Company does not believe that additional disclosure concerning the Wells Fargo Agreement, including by filing the Wells Fargo Agreement as an exhibit to the Registration Statement, would be required pursuant to Item 601(b)(10) of Regulation S-K or to provide meaningful disclosure to investors. The Company assesses the materiality of the various agreements to which it is a party on a regular basis, including to determine whether the Company is substantially dependent on any one party or agreement. To the extent the Company determines in the future that it is substantially dependent on the Wells Fargo Agreement such that it should be filed under Item 601(b)(10) of Regulation S-K, the Company will file such agreement.

The Company additionally refers the Staff to the disclosures on pages 14 and 154 to 155 of the Registration Statement which summarize the services provided by Green Dot and UMB, the Company’s partner banks, as well as to its responses to comment 16 in the Company’s Prior Response Letter noting that the agreements with such providers are not material, that the Company is not substantially dependent on them, and that the services provided by each of Green Dot and UMB allow the Company to provide ancillary features which enhance the client experience but are not necessary for the Company to offer its core revenue-generating offerings. To the extent the Company determines in the future that it is substantially dependent on any of our agreements with such providers such that it (or any other future agreement with a cash sweep program vendor) should be filed under Item 601(b)(10) of Regulation S-K, the Company will file such agreement. The Company further advises the Staff that other than the banks referenced in this response and in the Registration Statement, there are no other banks that currently provide services related to the Cash Accounts.

4

U.S. Securities and Exchange Commission

September 29, 2025

Page 5

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Revenue Model, page 106

2.We are continuing to evaluate your response to prior comment 4 and may have additional comments.

The Company acknowledges the Staff’s ongoing review and remains available to answer any questions or otherwise assist the Staff in its further considerations of this item.

* * * * * * *

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (415) 875-2432, or in my absence, Ran Ben-Tzur at (650) 335-7613.

Sincerely,

/s/ Michael Brown

Michael Brown

Partner

FENWICK & WEST LLP

cc:

David Fortunato, Chief Executive Officer and President

Alan Imberman, Chief Financial Officer and Treasurer

Lauren Lin, Esq., Chief Legal Officer, Chief Compliance Officer, and Secretary

Wealthfront Corporation

Ran Ben-Tzur, Esq.

Ari Haber, Esq.

Chelsea Anderson, Esq.

Fenwick & West LLP

Richard A. Kline, Esq.

Sarah B. Axtell, Esq.

Latham & Watkins LLP

5

September 12, 2025
David Fortunato
Chief Executive Officer
Wealthfront Corporation
261 Hamilton Avenue
Palo Alto, CA 94301
Re:Wealthfront Corporation
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted on August 22, 2025
CIK No. 0001524566
Dear David Fortunato:
            We have reviewed your amended 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 and non-public draft submissions 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. Unless we note otherwise, any references to prior comments are to comments in
our August 13, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Select Defined Terms, page iii
1.We note the response to prior comment 2. On page iii, of this amended filing, we note
that the Company has eliminated the words “after tax” in the term formerly referred to
as “Net of fee after tax returns” and now refers to the term as “Net-of-fee returns.
However, the definition still refers to “the investment return that a client earns net of
any fees we charge and amounts due for taxes.” Please either update the definition to
eliminate the reference to the amounts due for taxes or revise to address how the
respective taxes for each of the individual clients is determined.

September 12, 2025
Page 2
2.Please revise to provide separate definitions for “clients” and for “customers” clearly
identifying each for the different financial products offered by the Company.
Prospectus Summary
Diverse Financial Products, page 12
3.We note your revised disclosure and responses to prior comments 3, 7 and 10. Please
revise the bullet points on page 13 or where appropriate in the Summary to explain in
plain language how you generate revenues and incur expenses from each of the listed
products and services. Currently the disclosure focuses on what clients are enabled to
do, but it is unclear how you generate revenues from these products and services.
Additionally, please identify the counterparties and/or agreements through which you
generate these revenues and explain the structure of the key terms; for example,
whether the revenues are flat fee based, a percentage of volume, etc. Where you
provide more detailed information in MD&A and/or Business, please include a cross
reference as appropriate. Please also provide approximate quantification of the
percentage of your revenues provided by each of the four aspects of your business. In
this regard, it appears that Cash Management and Investment Advisory are
responsible for significantly more revenue than Borrowing and Lending and Financial
Planning.
Management's Discussion and Analysis
Our Revenue Model
Cash Management, page 104
We are continuing to evaluate your response to prior comment 10. Please address the
following:
•Provide us with the “Client Brokerage and Custody Agreement”
•Provide us with the contractual agreement between the Company and the program
banks.
•Provide an enhanced analysis supporting your conclusion that the client is
considered the customer to the Company pursuant to ASC 606.  As part of your
response, please also address whether you believe the program banks are
customers under ASC 606 given you are ultimately recording revenue (cash
account fees) based on the cash flows paid by the program banks to you.
•Regarding client funds, address the detailed process of the deposit of client funds
indicating if the client directly deposits the funds and to where (e.g. the program
banks) and identify the legal owner of the deposited funds. Indicate if the funds
are held in the client’s name, and if not, describe how the funds are held by the
program banks.
•Indicate if all clients are considered to be Wealthfront Brokerage LLC clients,
and provide your accounting analysis supporting your conclusion that client funds
transferred to one or more program banks are off-balance sheet accounts to the
Company.
•Address the process for the transfer of individual client funds, participating in the
cash sweep program, to and from the program banks to R&T Deposit Solutions
(i.e. R&T) and the timing of these activities.4.

September 12, 2025
Page 3
•Address the process for the withdrawal of individual client funds from the
program banks, including how the client notifies (you or the program bank) when
it wants to withdraw funds.
•Tell us your understanding of how the program banks are reflecting the client
funds on their balance sheets, the related payments they make to you and your
clients on their statement of operations, and the accounting for the establishment
of the required regulatory reserves for the deposits held.
5.As it relates to the daily cash sweep rates and fees earned by the participating parties,
please address the following:
•Please revise to clarify, if true, that when cash sweep transactions occur, the
clients money is moved from the program banks to R&T and subsequently back to
the program banks, the clients are allowed to earn a stated rate of interest, the
program banks receive a stated interest rate, and both the company and R&T
Solutions receives a fee, which is recorded as revenue and a cost of revenue
respectively.
•Provide detailed disclosures which address how the rates are determined and
earned by the program banks and how these rates are impacted by the rates earned
by the clients and how the rates earned by both of these entities impacts the end
result cash fee rates earned by the Company.
•Please explain what is meant by the phrase that through the cash sweep program,
the company “allows clients” to earn a stated rate of interest.
6.Please provide us with your detailed accounting analysis addressing ASC 606-10-25-1
paragraphs a through e.
7.Please revise to address the distinct goods or services provided by both the company
and the program banks to the clients with reference to ASC 606-10-25-19 through 25-
22.
8.Please revise to tell us how you considered the activities of the program banks when
determining the principal in the evaluation of ASC 606-10-55-36 through 55-40.
9.We note your response to prior comment 13 and your disclosure that the program
banks pay you a rate that is equal to a major benchmark plus a separate fixed fee.
You further say that you do not retain any portion of the interest provided on you
clients' cash, but then say that you pass along the "majority" of the wholesale rates
paid by the program banks.  Please clarify if you generate revenue from the interest
rate paid by the banks on the clients' cash, or if you only receive revenue from the
separate fee the program banks agree to pay on the clients' cash that is swept to them.
10.We note your response to prior comment 13 in which you state that disclosure of the
range of fees or rates received from program banks or historical ranges or averages is
not material because the effects are reflected in your revenue. However, we note that
your website disclosure states that you receive a fee from each program bank, in a
disclosed range of 0.99% to 2.00% annualized of average deposits. Given that fees
from program banks appear to represent a primary source of revenue, please revise to
include in your registration statement additional detail regarding the structure and
variability of these fees, including the range of fees or rates received, or advise.

September 12, 2025
Page 4
Results of Operations
Total Revenue
Cash Management, page 114
11.Please revise to disclose the cash account fee rates recognized during each period
presented. We note the disclosure that the change in cash account fees shared with
clients increased in November 2023 which caused the cash account fee rates to
decline in the fiscal year ended January 31, 2025.
12.Please revise your discussion of the changes in cash management revenue from period
to period, to address and quantify the separate impact of both changes in the volume
of cash management and net deposits and the impact of changes in the cash account
fee rate, as well as the impact on what is earned by program banks involved in the
cash sweep transactions with R&T.
Borrowing and Lending, page 135
13.We note your response to our prior comment 4.  Please discuss any regulations
applicable to the company or its clients in regards to the borrowing and lending of
securities discussed here.
Business
Diverse Financial Products
Cash Management, page 135
14.We note your response to our prior comment 3.  Please expand here to more generally
explain Wealthfront's Cash Sweep program as you have in your response and on your
website.  For instance, clarify that your cash sweep program is provided via R&T
Insured Deposits Program, operated by R&T and that a list of program banks is
available on your website.  Please explain if all funds in cash accounts participate in
the sweep program or if that is something account holders need to opt in to.  If
material, explain the extent to which funds that are in transit through the Company to
program banks are insured, protected by SIPC, etc., and the applicable dollar amount
of any such insurance, protection, etc.  In that regard, clarify if there is a point when
the cash in the cash management accounts is not protected, and discuss any related
risks or impacts that are reasonably likely to be material to you.  To the extent
practicable, expand upon your disclosure to substantiate your claim that your clients
are provided an industry-leading APY.  We note your disclosure here only indicates
APY on the cash account as of January 31, 2025.
15.We also note your response to prior comment 3 that identifies an agreement between
your subsidiary, Wealthfront Brokerage LLC, and your provider of deposit sweep
services, R&T Deposit Solutions. In an appropriate section of the prospectus, please
disclose the material terms of such agreement and file the agreement as an exhibit to
the registration statement. Refer to Item 601(b)(10) of Regulation S-K.
We note your response to our prior comment 21.  Please name your banking partners
and file your agreements with the banking partners as exhibits.  Refer to Item
601(b)(10) of Regulation S-K.
 16.

September 12, 2025
Page 5

Our Platform
Client Experience: Trust and Transparency, page 137
17.We note your response to prior comments 20 and 22 and your revisions to remove the
statement that you pass along cost savings from automation to clients. We note your
disclosure that you are uniquely able to offer lower cost solutions at superior value
because of automation.  Please substantiate your claim that you are able to uniquely
offer lower cost solutions at superior value, or revise to state that as a belief.
18.In addition, we note your revised disclosure in footnote 26 on page 137, including that
you selected competitors you believe offer similar products.  Please advise us of the
names of the “four large competing financial institutions” and advise us of the extent
to which other entities more similar to you provide similar products.
Fast and Frictionless Money Movement, page 138
19.We note your disclosure that you do not control fees charged by a client's receiving
institution, and that you disclose to clients that their transactions are subject to any
fees or timing constraints that their "own banks" may impose.  Please clarify what is
meant by the client's "own banks."
Note 2. Summary of Significant Accounting Policies Revenue Recognition Other Revenue,
page F-9
20.We note your response to prior comment 25 and it is unclear how the guidance cited
serves as a basis to record interest revenue net of interest expense (net interest margin
revenue) as a component of other revenue.  Given the material amount of margin
loans separately presented on the consolidated balance sheet, which are reflected as
‘Due From Clients,” please address with reference to guidance in ASC 606 and Rule
9-04 of Regulation S-X, why interest revenue should not be separately disclosed from
interest expense for the periods presented.
            Please contact Victor Cecco at 202-551-2064 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Michael Brown

August 13, 2025
David Fortunato
Chief Executive Officer
Wealthfront Corporation
261 Hamilton Avenue
Palo Alto, CA 94301
Re:Wealthfront Corporation
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted on July 28, 2025
CIK No. 0001524566
Dear David Fortunato:
            We have reviewed your amended 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 and non-public draft submissions 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. Unless we note otherwise, any references to prior comments are to comments in
our July 16, 2025 letter.
Amendment No. 1 to Draft Registration on Form S-1
Prospectus Summary
Our Clients
Our Client Have Long-Term, page 8
1.We note your response to prior comment 3. Please discuss in more detail how Covid
19 and other factors caused your cash assets to drop to almost zero from 2018 to 2019
and then remain that way until 2022, before increasing again, or advise.

August 13, 2025
Page 2
Our Clients Have Evolving Financial Needs, page 9
2.We note the response to prior comment 4. Please revise to address how the respective
taxes for each of the individual clients is determined in the determination of “net-of-
fee after tax returns.”
Diverse Financial Products, page 10
3.We note your response to prior comment 9. You state on page 11 that you "sweep
clients’ cash deposits across a large number of program banks." We also note in your
response that you say the deposits are placed in the program banks according to an
allocation model run by your sweep provider. Please explain to us if the sweep
provider is a third party, or if the sweep provider is part of your business. Please also
explain if you have contractual agreements with the specific program banks, or if the
sweep provider does. Disclose if there are any agreements pertaining to the revenue
you will make off of the sweeping programs, or any agreements with you customers
as to what portion of the interest rate you pass along to your customers. Describe to us
how the program banks are chosen and frequency with which the banks that you
sweep clients cash into change, and typically how long the cash stays deposited in a
given bank.  Also please explain to us why you do not identify the banks that you
"sweep a greater percentage of [y]our clients’ cash account assets into" in your filing.
Please provide risk factor disclosure for any material risks associated with a
concentration of deposits at certain banks, or advise.  Please also clarify if any of the
customer's cash that is in cash management with you is considered deposited with you
at times, and not with a bank.
Our Platform
Borrowing and Lending, page 11
4.We note the disclosure that you offer clients a way to borrow against their securities
and earn income by lending securities they own. Please clarify if the borrowing and
earning is in cash amounts, or other assets.
Our Business Model Drives Our Greatest Advantage, page 14
5.We note your disclosure on page 16 that you had an annual client retention rate of
over 95% for each of fiscal year 2024 and fiscal 2025. Please revise your disclosure to
clarify how such retention rate is determined, particularly in light of the fact that a
client can still be considered a "Funded Client" even if their account has a zero
balance.
Risk Factors
We are directly and indirectly exposed to fluctuations in interest rates, page 38
6.We note your response to prior comment 13 and your response that the current interest
rate environment does not impose any particular risk or have a material impact on
your business. However, on page 108, you disclose that in June 2024, you reduced the
client borrowing rate for your portfolio line of credit products, which caused your net
interest margin revenue to decline in the fiscal year ended January 31, 2025,
compared to the prior year. Please reconcile this apparent inconsistency, or advise.

August 13, 2025
Page 3
Our cash management products and services, page 46
7.We note your disclosure that you are not a bank and do not provide banking services
or products, but you do offer some cash management services related to your bank
partnerships. Please disclose in an appropriate place in the document how you clarify
this to customers, including if they are made aware of the specific banking partners
their services are offered through. Please also discuss if and how you make money
through these cash management services.
Risks Related to Our Cash Management Products and Services
Our cash management products and services, page 46
8.We note your response to prior comment 14 and your statement that, in order to
facilitate your banking partners' compliance with federal banking agencies, you
commit to cooperate in the examination of such partners by federal banking agencies.
However, please also clarify whether you directly are, or may be,subject to regulatory
oversight by the primary regulator of the partner bank or program banks. To the extent
you are subject to regulatory oversight, please explain the aspects of your business
that are subject to oversight and the scope of the oversight.
Errors in Wealthfront Advisors LLC's automated advisory services, page 49
9.Please also revise to discuss any potential risks related to the computer algorithms that
administer a portfolio, if applicable.
Management's Discussion and Analysis
Our Revenue Model
Cash Management, page 99
10.We note your disclosure on page 99 that you generate revenue from cash account fees
earned from the program banks where each program bank pays you a rate that is equal
to a major interest rate benchmark plus a fixed negotiated premium that they are
willing to pay on client’s cash that is swept to them. You also state that by passing
along the majority of the wholesale rates paid by the program banks, you have been
able to offer your clients a predictable and more attractive rate. Please address the
following:
•Provide us with a fulsome accounting analysis supporting the revenue stream
earned from your cash management services, including who you determined was
the customer under the arrangement and how you determined it was appropriate to
record cash account fees earned from the program banks on a “net” basis.
•Describe to us the cash flows for the revenues earned from the program
banks. For example, explain whether the program banks pay you the gross amount
(interest rate benchmark plus the fixed premium), and if so, tell us how and when
the cash flow payments to your clients are made, and by whom.
•Provide us with your accounting analysis supporting your policy to record
consideration paid to clients for receiving a referral as a reduction to cash
management revenue and consideration paid to clients for referring a new client
as a marketing cost.

August 13, 2025
Page 4
11.On page 46 you discuss that you offer a cash account in connection with your
program banks and your partnership with two banking partners. Your disclosure
further states that your banking partner establishes direct banking relationships with
your clients and provides services that include a Wealthfront-branded debit card,
ATM network access and mobile check deposit, while the other banking partner
provides limited ACH capabilities and does not have a direct banking relationship
with your clients. Please tell us the key terms and contractual relationships between
you, the program banks, and each of your two banking partners. Your response should
address the following, along with all other key aspects and financial arrangements of
the contracts:
•Tell us the financial arrangement between you and each of the two banking
partners, including how the fees are determined, how often they are paid, and
where they are presented in your Consolidated Statement of Operations.
•Tell us the relationship and fee streams, if any, between the program banks and
the two banking partners for the cash account service.
12.Please revise to indicate if the instant withdrawals may be limited and possibly subject
to a fee charged by the receiving institution for the withdrawal request as it relates to
the use of the RTP Network and FedNow.
13.We note your response to prior comment 21 and the revised disclosure regarding the
rates paid by program banks in connection with your cash suite program. Please
disclose the structure and variability of these fees, including the portion of the interest
you retain before passing rates on to clients, or advise. For instance, please revise to
disclose:
•The range of fees or rates received from program banks and how they are
calculated;
•Whether the premium varies by program bank or over time;
•How frequently the premium is renegotiated or adjusted and whether it is fixed or
floating relative to the benchmark;
•Any historical range or average of fees earned in recent periods; and
•How the portion of the interest retained is determined, including whether it is
fixed or variable.
Funded clients, page 103
14.We note your response to prior comment 1. Please disclose the percentage of funded
clients that have an account balance of zero, or advise.
Marketing, page 108
15.We note the response to comments 28 and 29. We further note that marketing
expenses accounted for approximately 28% and 16% of total costs and operating
expenses in the fiscal years ended January 31, 2025 and 2024, respectively. Please
revise to also separately disclose the dollar amount, as well as the individual cost
components (e.g. client referral expenses), of performance and brand advertising,
personnel-related costs, and allocated overhead recognized during the periods
presented.

August 13, 2025
Page 5
Other Revenue, page 109
16.Given the material amounts of funds owed to you from clients as a direct result of the
margin lending activities, disclosed as “Due from Clients” on the balance sheet, please
revise to provide information addressing the average margin lending rates earned and
the funding costs incurred under the lending arrangement with RBC.
17.In addition, please revise to disclose the volume of activity for the margin lending
activities for each of the periods presented. These disclosures should include new
loans originated as well as repayments made and any loan write-offs for the periods
presented . Please also discuss the nature and terms of the omnibus margin lending
arrangement with RBC Clearing and Custody.
Total Costs and Operating Expenses Cost of Revenue, page 109
18.We note the response to prior comment 33. Please revise to provide a detailed
discussion of the reasons for the changes in cash management costs and the brokerage
platform costs during the periods presented. Further, please revise to quantify, in
dollar terms, the different types of costs representative of the cost of revenue during
the periods presented.
Business
Our Clients, page 124
19.We note your response to prior comment 36. Please clarify what you mean by
“attractive net-of-fee after tax returns” and identify the benchmarks or peer
comparisons used to support this statement. Additionally, explain how you define
“attractive yield on cash,” including time periods, interest rate sources and
competitors considered in making this claim.
Our Platform, page 126
20.We note your response to prior comment 37. Please revise your disclosure to:
•Clarify whether and how you evaluate or estimate cost savings attributable to
automation. If such savings are not quantified or not directly tied to your advisory
fee structure, please revise your disclosure to ensure it does not imply a
measurable or causal relationship.
•Explain the extent to which automation has influenced your advisory fee levels as
compared to other factors such as your business model, target client base or
pricing strategy.
21.We note your response to prior comment 38. Please advise if your customers are made
aware of the banking partner through which you provide the debit card, ATM network
access, etc.
We note your response to prior comment 40 and the footnote (footnote 23 on page
129) indicating that your lower interest rate claim is based on competitor rates as of
July 18, 2025 from four large financial institutions offering comparable margin
lending products. However, your disclosure still does not provide sufficient detail to
support the statement that you are able to offer lower rates "due to automation." Please
revise your disclosure to:22.

August 13, 2025
Page 6
•Describe in greater detail the specific aspects of your automation that contribute
to lower rates, including the nature of any operational efficiencies or cost savings,
and how those factors directly impact pricing.
•Clarify whether the rate differential is primarily attributable to automation or to
other factors such as your target client profile, marketing strategy, or other
elements of your business model.
•Expand the competitor rate comparison to explain how the competitor data was
selected, whether it reflects standard or promotional rates, and whether it is
representative of industry averages.
•Indicate whether your rates have consistently been lower than competitors' rates
over time, or whether the comparison reflects a specific point in time.
Investment Advisory, page 128
23.Please revise to disclose the individual level of capital losses available that can be
utilized for tax loss harvesting purposes in any calendar year. In addition, provide
information to support the disclosures that the losses generated from tax-loss
harvesting produce benefits that are often a multiple (e.g. approximately 7.5 times) of
the .25% investment advisory fee and address the support for the $1 billion in tax
savings (on page 137).
Competition, page 142
24.We note your response to prior comment 42 indicating that you do not view
traditional financial advisors as competitors because your clients are primarily digital
natives who prefer a digital mobile experience and may not meet the minimum
investment requirements of such advisors. Please revise to explain the basis for this
conclusion, including any supporting data or analysis, and discuss whether traditional
advisors or hybrid models could nonetheless serve your target clients.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Other Revenue, page F-9
25.We note your disclosure on page F-9 that other revenue consists of net interest margin
revenue and proxy distribution revenue, where net interest margin revenue is earned
from clients’ borrowings on margin, less interest expense incurred related to the
funding costs associated with the margin loans. Tell us the authoritative literature you
relied upon for presenting net interest margin as a component of other revenue, rather
than interest income recorded gross as part of revenue. In addition, tell us the amount
of gross interest income and gross interest expense recognized in conjunction with the
margin lending activities for the periods presented.

August 13, 2025
Page 7
            Please contact Victor Cecco at 202-551-2064 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Michael Brown

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.

July 16, 2025
Page 3
•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.

July 16, 2025
Page 4
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.

July 16, 2025
Page 5
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.

July 16, 2025
Page 6
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.

July 16, 2025
Page 7
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