Fortunato David 4/A

What Happened

• David Fortunato, CEO, President and a director of Wealthfront Corp (WLTH), executed a mix of option exercises and share disposals on December 11, 2025. He exercised 365,626 option-derived shares (179,184 at $2.45 and 186,442 at $1.50) and had 1,620,382 shares withheld to satisfy tax liabilities from RSU settlement. He also sold 765,154 shares in an open market/secondary offering. The reported proceeds from the withheld shares and the sale total about $33.4 million (1,620,382 @ $14 = $22,685,348; 765,154 @ $14 = $10,712,156). The option exercises resulted in reported cash outlays of $439,001 and $279,663 for the two strike prices respectively.
• This Form 4 is amended to correct exercised-option counts and the number of shares withheld for taxes. After these corrections, Fortunato directly beneficially owned 1,371,514 shares; his spouse directly held 61,996 shares.

Key Details

• Transaction date: December 11, 2025.
• Sales/disposals: 1,620,382 shares withheld for tax (F) @ $14.00 = $22,685,348; 765,154 shares sold (S) @ $14.00 = $10,712,156.
• Option exercises (M): 179,184 shares exercised @ $2.45 (acquired) = $439,001; 186,442 shares exercised @ $1.50 (acquired) = $279,663. There are corresponding derivative entries showing 0.00 where shares were net-settled/treated in connection with the exercises.
• Holdings after transactions: Fortunato directly owned 1,371,514 shares; spouse 61,996 shares.
• Footnotes: F1 = shares withheld to satisfy tax withholding on RSU net settlement; F2 = the sale was part of the issuer’s secondary offering in conjunction with its IPO; F3/F4 = the options were fully vested (vested dates: 5/23/2020 and 12/27/2021).
• Filing status: This is an amended Form 4 correcting prior counts; no late-filing indication provided in the form.

Context

• Many of these moves reflect option exercises combined with net settlement/tax withholding and an organized secondary offering tied to the company’s IPO, not opportunistic open-market selling alone. The exercises occurred at low strike prices ($2.45 and $1.50), while the sale/withheld shares were transacted at $14.00.
• For retail investors: exercises and tax-withholding-related disposals are common and can be administrative. The notable cash realized here (~$33.4M) largely comes from shares surrendered/ sold in connection with the RSU settlement and the secondary offering rather than a straightforward open-market sale for all shares.