WLTH 10-K & 10-Q changes, risk factors and insider trading

We have experienced historical growth and we expect to continue to invest broadly across our organization to support our growth. Our revenue was $90.5$91.9 million and $84.5$91.1 million for the three months ended AprilJuly 30,31, 2026 and 2025, respectively. Our number of employees has grown to 396415 as of AprilJuly 30,31, 2026 from 345359 as of AprilJuly 30,31, 2025. Although we have experienced growth in the past, we may not sustain our current growth rates, and we cannot assure you that our investments to support our growth will be successful. Even if our revenue continues to increase, we expect our revenue growth rate to decline in the future as our business matures and our platform achieves more widespread adoption. Accordingly, our historical growth makes it difficult to evaluate our business and future prospects and you should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. Overall growth of our revenue will depend on a number of factors, including, but not limited to, our ability to:

Prior to the fiscal year ended January 31, 2024, we incurred losses each year since our incorporation in 2007. Our net income was $12.8$17.8 million and $25.9$34.7 million for the three months ended AprilJuly 30,31, 2026 and 2025, respectively.respectively, and our net accumulated deficit as of July 31, 2026 was $111.4 million. We achieved a net income of $194.4 million and $77.0 million in the fiscal years ended January 31, 2025 and 2024, respectively, but incurred a net loss of $42.1 million in the fiscal year ended January 31, 2026, and had an accumulated deficit of approximately $142.0 million as of January 31, 2026. We expect our operating expenses to increase in the future, including our general and administrative expenses as a result of increased costs associated with operating as a public company and as we continue to invest for our future growth, including investing in our operating infrastructure, developing our platform, products, and services, investing in research and development, and expanding our marketing activity. As a result of these efforts, there is no guarantee that we will be able to achieve or maintain profitability in future periods at the same level or at all. Further, these anticipated increases in operating expenses will negatively affect our operating results if our total revenue does not increase.

The imposition of new tariffs, border taxes, or other barriers to trade may directly or indirectly impact our business, operating results, and financial condition and our stock price. For example, in 2025, the United States announced tariffs on imported goods from most countries. While in February 2026, the Supreme Court of the United States declared unlawful some of the existing U.S. tariffs, it remains uncertain how this decision will affect the existingU.S. government has since imposed new tariffs or whether additional tariffs will be imposed under other laws.statutory authority, certain of which remain subject to ongoing legal challenges. Such U.S. tariffs, and any new or additional retaliatory tariffs that may be imposed by other countries in response, may adversely affect our clients and, consequently, demand for our platform. Moreover, the announcement of these tariffs resulted in significant volatility in the stock market and temporarily resulted in a decrease in platform assets, butwhich fully recovered to pre-announcement levels within one month of the tariffs announcement. We are closely monitoring this evolving situation and there can be no assurance that we will be able to mitigate the impacts of any trade measures on our clients, which could adversely impact our business, operating results, and financial condition and our stock price.

We hold cash and securities at financial institutions in accounts designated as for the benefit of our clients and we maintain our own internal ledgering process with respect to such accounts. We have also entered into partnerships with third parties where we or our partners receive and hold client funds and securities. Our financial partners’ abilities to manage and accurately hold client cash and securities requiresrequire a high level of internal controls. We are limited in our ability to influence or manage the controls and processes of third-party partners or vendors and may be dependent on our partners’ and vendors’ operations, liquidity, and financial condition to manage the risk associated with managing or accurately holding client cash or securities. As we maintain, grow, and expand our product and services offerings, we also must scale and strengthen our internal controls and processes, including maintenance and monitoring of client asset balances through our own internal ledgering process, and monitoring our third-party partners’ and vendors’ ability to similarly scale and strengthen. Failure to do so could adversely affect our business, operating results, and financial condition. This is important both to the actual controls and processes and the public perception of the same. Further, any material failure by us or our partners to maintain the necessary controls or to manage client assets and funds appropriately and in compliance with applicable regulatory requirements could result in reputational harm, litigation, regulatory enforcement actions, significant financial losses, lead clients to discontinue or reduce their use of our platform, products, and services, and result in significant penalties and fines and additional restrictions, which could adversely affect our business, operating results, and financial condition.

Further, each of Wealthfront Advisers LLC and Wealthfront Brokerage LLC delivers its investment advisory and brokerage services, respectively, exclusively through software or software-based tools. Although we rigorously design, develop, and test our software before deploying it for our advisory services and we periodically monitor the behaviors of our software after its deployment, it is possible that our software may not perform as intended, due to design error, implementation error, or otherwise. Furthermore, it is possible that clients, Wealthfront Advisers LLC, or Wealthfront Brokerage LLC may experience computer equipment failure, loss of internet access, viruses, or other events that may impair, limit, or prevent us or our clients from accessing or using our software-based advisory or brokerage services. We do not currently maintain an infrastructure to provide investment advisory services other than through our software enabled platform. As a result, the failure of Wealthfront Advisers LLC’s or Wealthfront Brokerage LLC’s software, computer equipment, internet access, viruses, or other events could have a material impact on our reputation, as well as our business, operating results, and financial condition. These risks may be heightened by the rapid growth and complexity of new software or software-based tools, evolving data sets and standards, and market volatility.

Further, due to the fact that we are deemed a service-providerservice provider to our program banks, we are subject to audit standards for third-party vendors in accordance with bank regulatory guidance and examinations by federal bank regulatory authorities and the CFPB. In addition, we offer, in conjunction with our program banks, a referral reward program that allows eligible clients to receive promotional benefits, including an annual yield increase from program banks on their Cash Account, for referring new clients to our platform. Referral programs in the financial services industry, particularly those involving cash or yield incentives, are subject to oversight by regulatory authorities, including the SEC, FINRA, CFPB, and state banking regulators. Regulators may view such programs as potentially misleading or improperly structured if they disproportionately benefit certain clients or advertise benefits without appropriate risk disclosures. Any failure by us to comply with these regulatory requirements may result in regulatory inquiries, investigations, fines, or other proceedings or actions, which may have a negative effect on our business, operating results, and financial condition.

Wealthfront Advisers LLC relies on automated investment technology to provide investment advisory and financial planning services, including administration of our clients’ investment portfolios. As investment technology evolves, increasing complexity requires more expertise and efforts to manage and test. No automatic tools are guaranteed to function completely without error. While we believe that automated investment technology improves our services, automated systems are subject to a variety of risks including, but not limited to, technical system flaws, outages, system failures, or latency that could prevent timely trades or rebalancing, or employee tampering or manipulation of those systems, which may result in losses to our clients. The computer software that underlies our automated investing technology areis constructed based on models and assumptions that may be inaccurate, may not reflect a client's risk profile and tolerance, including, but not limited to, as a result of incorrect, incomplete or outdated client inputs, and may be subject to errors or bugs that cause the software to operate differently than intended. Even if we institute additional controls, it is possible our automated systems may not behave in accordance with our protocols and processes due to human error or influence. Problems could arise if our investment advisory services do not work as intended, particularly if Wealthfront Advisers LLC fails to detect program errors over an extended period. We may also be found to be liable for such errors, which may include liability for breach of Wealthfront Advisers LLC’s fiduciary duty or applicable law. As a result, dependence on automated systems may further increase the risk of operational system flaws as compared to systems using more constant human managing and oversight. If our automated systems are found to be materially inaccurate, if investors believe these metrics are materially inaccurate, or if we uncover significant inaccuracies in these figures, our reputation could suffer greatly. This could negatively impact our business, operating results, and financial condition. Additionally, some of our systems depend on the accuracy and completeness of information provided by clients, borrowers, and other third parties. If this information is inaccurate, incomplete, or misrepresented, whether intentionally or unintentionally, our systems or models may produce incorrect results or fail to function as intended. Such program errors may not be detected despite our quality assurance practices. Further, as a registered investment adviser, we are subject to periodic examinations with the SEC, during which we are required to provide the SEC with, among other things, information regarding controls we implement in connection with our automated advisory services. In the event the SEC does not find our controls to be sufficient, we may be required to implement additional, and potentially costly, remedial measures to protect our clients’ investments, or may otherwise be required to make changes to our operations, which could adversely impact our business, operating results, and financial condition.

Additionally, many of our key personnel are vested in a substantial number of shares of our common stock, restricted stock units (“RSUs”), or stock options. Employees may be more likely to terminate their employment with us if the shares they own or the shares underlying their vested RSUs or options have significantly appreciated in value relative to the original purchase prices of the shares, exercise price of the options, or grant date values of the RSUs, or, conversely, if the exercise price of the options that they hold areis significantly above the trading price of our common stock.

We have invested, and expect to continue to invest, in improvements to our processes, products, and services, including machine learning and artificial intelligence (“AI”) technologies. We primarily use machine learning and AI tools from third-party vendors in certain of our internal processes to help increase employee efficiency and productivity and to optimize software coding. Our financial planning product leverages an internally-developedinternally developed AI model for classifying transactions in linked accounts, which are non-Wealthfront accounts that a client can choose to link to their Wealthfront account to view all of their financial accounts in one place, and when clients open a Wealthfront Brokerage LLC account, we use internally-developedinternally developed AI models to evaluate fraud risk. These internally-developedinternally developed AI models rely on client data.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include, but are not limited to, the valuation of allowance for credit losses, warrant liabilities, and simple agreements for future equity (“SAFEs”), and the convertible note, useful lives assigned to property and equipment, the discount rates used for leases, stock-based compensation, including the determination of the fair value of our common stock, and the realizability of deferred tax assets, net and uncertain tax positions. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of industry or financial analysts and investors, potentially resulting in a decline in the market price of our common stock.

As of AprilJuly 30,31, 2026, we had stock options and RSUs outstanding that, if fully exercised or vested and settled, as applicable, would result in the issuance of 23,248,43120,385,439 shares of common stock and 14,686,33913,877,334 shares of common stock, respectively, and we also had outstanding warrants exercisable for the purchase of 1,378,9631,278,576 shares of common stock. All of the shares of common stock issuable upon the exercise, settlement, or conversion of stock options, warrants, or RSUs, and the shares reserved for future issuance under our equity incentive plans, are registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to existing lock-up or market stand-off agreements and applicable vesting requirements.

In March 2026, our board of directors authorized the share repurchase program, under which we may repurchase up to $100.0 million of shares of our outstanding common stock, and as of AprilJuly 30,31, 2026, $72.9$42.4 million of the original authorized amount remained. The actual timing and amount of repurchases will depend on a variety of factors, including stock price, trading volume, market and business conditions, regulatory requirements, and other considerations, all of which may be impacted by factors outside of our control. The share repurchase program could affect the trading price of our common stock, increase volatility, and any repurchases under the program could diminish our cash and cash equivalents and marketable securities available to fund working capital, capital expenditures, strategic acquisitions, investments, or business opportunities, and other general corporate purposes. The share repurchase program may be suspended, terminated or modified at any time for any reason, and we cannot guarantee that the share repurchase program will be fully consummated, or that it will enhance long-term stockholder value.

Wealthfront is a technology-driven financial solutions platform specifically engineered to help digital native generations build long-term wealth through a broad, automated suite of investment, cash management, financial planning and borrowing and lending products. As of AprilJuly 30,31, 2026, our platform served 1.5 million funded clients and had $96.6$99.0 billion in platform assets reflecting the deep trust we have established through fundamentally aligned incentives and a commitment to our clients' financial success.

Our revenue, earned primarily from platform asset-based fees, grows as clients’ wealth increases and they trust us with more assets. This aligns our incentives directly with our clients’ long-term financial success, allowing us to focus solely on growing and maintaining their wealth. We primarily generate revenue from cash management and investment advisory products. Cash management revenue is primarily earned from fees received for the delivery of cash management services, including our cash sweep program.1 Investment advisory revenue consists of fees charged for investment advisory and portfolio management services. Investment advisory fees are earned based on the market value, less fee waivers, of investment advisory assets. Other revenue primarily consists of fees earned from clients’ borrowings on marginnet andinterest margin, proxy distribution revenue earned through a partnership with a third-party investor communications company.company, mortgage origination fees and the gain on sale of loans, net, which reflects net proceeds and fair value adjustments.

Platform assets were $96.6$99.0 billion as of AprilJuly 30,31, 2026, an increase of $15.7$10.8 billion, or 19%,12%, compared to AprilJuly 30,31, 2025. The increase in platform assets was primarilyis due to a 3% year-over-year increase in cash management assets and a 39%30% year-over-year increase in investment advisory assets, partially offset by a 4% year-over-year decrease in cash management assets.

Net deposits: We define “net deposits” as the total value of all assets clients have placed into our platform products onby our platform,clients, net of withdrawals, plus promotional deposit matches paid by us, over a defined period of time. We exclude changes in value attributable to financial market performance from this metric. We view net deposits as an important barometer of our ability to scale and grow organically and accumulate assets onto our platform. We view the relevant metric as net deposits on a platform-wide basis, not by individual product. Although net deposits can vary by product based on the economic environment, as described below, total net deposits provides a more comprehensive view of our growth because our platform offers diverse financial products that are designed to perform under a wide range of economic conditions, allowing the business to maintain resilience and increase total platform assets across market cycles and through extraordinary events.

Net deposits were $0.6$1.1 billion during the three months ended AprilJuly 30,31, 2026, a decrease of $1.2$2.6 billion, or 69%,71%, compared to the same period in the prior year. The decline was primarily due to cash management net deposits due to expected tax time seasonality and the continued lower absolute level of interest rates following the Federal Reserve interest rate cuts that took effect towards the end of fiscal year 2026. This led to lower cash management net deposits, partially offset by higher investment advisory net deposits. When interest rates decline, we expect to see a slowdown in cash management asset growth but an increase in investment advisory asset growth, and vice versa. We refer to these periods as transition environments. Transition environments create an opportunity for us to grow cross productcross-product flows, that is cash management clients’ cross accountcross-account transfers to existing investment advisory accounts as well as cash management clients’ cross productcross-product adoption of new investment advisory accounts, and vice versa. Investment advisory net deposits increased 141%26% compared to the same period in the prior year due to successful cross-product adoption and increased interest in investment advisory products as interest rates decline.

Funded clients: We define “funded clients” as clients with balances greater than zero or that have been greater than zero on at least one occasion during the 45 consecutive calendar days ending as of the measurement date. Funded clients include clients with a zero balance across all accounts as of the measurement date if they had greater than zero balances in at least one account within 45 calendar days prior to the measurement date. Individuals who sharedshare funded joint accounts are each considered to be a separate funded client. The number of funded clients is as of a stated date and reflects our scale and monetization potential.

Funded clients were 1.5 million as of AprilJuly 30,31, 2026, an increase of 0.2 million, or 15%,14%, compared to AprilJuly 30,31, 2025. The increase in funded clients was primarily due to an increase in new cash management clients.

We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources, and assess our performance. In addition to total revenue, net income and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”). Adjusted EBITDA is defined as net income, excluding: (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) change in fair value of the convertible note, warrant liabilities,liabilities and SAFEs, and (vi) nonrecurring expenses, if any. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, are not driven by core results of operations and render comparisons with prior periods and competitors less meaningful. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, we have included Adjusted EBITDA and Adjusted EBITDA Margin in this Form 10-Q because it is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, identify trends affecting our business and perform strategic planning and annual budgeting.

Cash management primarily consists of fees earned from program banks in our cash sweep program with respect to clients’ cash swept to each program bank (“Cash Account fees”). Cash Account fees are recognized daily and received on a monthly basis in arrears. We recognize Cash Account fees on a gross basis. We offer a referral incentive program for Cash Accounts whereby both the referred and referring clients receive a promotional benefit on Cash Account balances for a limited period of time. Consideration paid, additional interest, to a referred client is accounted for as a reduction to Cash Account fees. Consideration paid, additional interest, to clients for referring a new client is accounted for as a marketing cost within our condensed consolidated statements of operations. The amount of consideration paid in connection with Cash Account referrals through this promotional benefit program varies based on the Cash Account balance of each client participating in the program, as each such client receives a benefit in the form of an increased APY being passed along to that client for a period of time. We also offer a promotional benefit for a limited period of time to new clients that sign-upsign up and to clients who enable direct deposits into their Cash Accounts. These benefits are also accounted for as a reduction to Cash Account fees. From time to time we have also paid consideration to clients in connection with Cash Account referrals in the form of a fixed amount flat fee cash bonus.

Investment advisory consists of fees charged for investment advisory and portfolio management services. Investment advisory fees are earned based on a percentage applied to the market value, less fee waivers, of assets held in client accounts at the close of market. Investment advisory fees are recognized daily and charged to client accounts on a monthly basis in arrears. Advisory fee waivers are offered in connection with certain investing account referrals to each of the referred and referring clients on a portion of each such client’s own investing account balance, and such advisory fee waivers are accounted for as a reduction to investment advisory fees. We may also pay consideration to new clients in connection with certain new account promotions or investing account referrals in the form of a partial deposit match on deposits placed in the new client’s account within a specified period of time. Such consideration paid to a new or referred client is accounted for as a reduction to investment advisory fees, while the consideration paid to clients for referring a new client is accounted for as a marketing expense within our condensed consolidated statements of operations.

Other revenue primarily consists of net interest margin revenue andrevenue, proxy distribution revenue.revenue, mortgage origination fees and the gain on sale of loans, net, which reflects net proceeds and fair value adjustments.

Cost of revenue primarily consists of expenses related to cash management, brokerage platform, and data costs, inclusive of amortization of internally-developedinternally developed software.

A large portion of our cost of revenue is variable and tied to Cash Account assets, new and existing clients and accounts, or money movement volumes. As the assets on our platform increase, the costs associated with maintaining and moving these assets to and from our platform also increase. We expect our cost of revenue to fluctuate from period to period and increase on an absolute basis as we grow. Recently, our cost of revenue as a percentage of revenue has increased due in part to our investment into Wealthfront Home Lending. We expect cost of revenue as a percentage of revenue to decline over the long term as we benefit from the scalability of our platform. However, this percentage may increase in the near-term as we scale Wealthfront Home Lending.

Operations and support expense primarily consists of personnel-related costs, including stock-based compensation and allocated overhead, inclusive of amortization of internally-developedinternally developed software costs.

Interest expense for the threesix months ended AprilJuly 30,31, 2026 and AprilJuly 30,31, 2025 primarily consists of commitment fees recognized as interest expense in connection with the Company’s credit agreements with a third party, as described in Note 7.— Financing Activities.

Other expense (income), net primarily consists of dividend income on corporate cash balances and fair value changes arising from remeasurements of warrant liabilities and SAFEs.

During the three and six months ended AprilJuly 30,31, 2026, share-based compensation reflected the ongoing, time-basedservice-based vesting of outstanding equity awards.awards including dual-trigger RSUs issued prior to the IPO. Upon completion of the IPO, the performance-based qualifying event was satisfied, and the remaining dual-trigger awards are now subject only to the service-based vesting condition and expensed upon satisfaction of this condition. During the three and six months ended AprilJuly 30,31, 2025, share-based compensation for thesedual-trigger awardsRSUs was not yet recognized because the performance-based qualifying event, such as an IPO, had not occurred and therefore could not be considered probable. See Note 12. — Stock-Based Compensation of our condensed consolidated financial statements included elsewhere in this Form 10-Q for more information.

Comparison of the Three and Six Months Ended AprilJuly 30,31, 2026 and AprilJuly 30,31, 2025

Total revenue increased by $6.0$0.8 million, or 7%1%, and $6.7 million, or 4%, for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year, primarily driven by an increase in investment advisory assets.

Cash management revenue decreased by $0.9$7.1 million, or 1%10%, and $8.0 million, or 6%, for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The decline in cash management revenue was primarily attributable to a 6%10% and 7% decrease in the annualized cash management fee rate,rate partiallyfor offsetthe bythree aand 5%six increasemonths ended July 31, 2026, respectively, compared to the same periods in the averageprior balance of cash management assets.year. The decline in the annualized cash management fee rate was primarily due to APY boosts from client incentives and the inherent mathematical impact of converting annual percentage rates (APR) to annual percentage yields (APY) in a declining rate environment. Separately, on January 30th, we increased the base APY across all cash management accounts by 5 basis points. This move effectively passed through the bulk of the 6-basis-point increase in the Effective Federal Funds Rate (EFFR) that had accumulated relative to the target range over the preceding months.

Investment advisory revenue increased by $6.4$6.8 million, or 32%31%, and $13.1 million, or 31%, for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The increase in investment advisory revenue was primarily driven by a 34%35% and 30% increase in the average balance of investment advisory assets for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The annualized investment advisory fee rate declined by 2%3% for the three months ended AprilJuly 30,31, 2026, compared to the same period in the prior year, primarily driven by the impact of one-time client incentives tied to the launch of custodial accounts. The annualized investment advisory fee rate increased by 1% for the six months ended July 31, 2026, compared to the same period in the prior year. The annualized investment advisory fee rate for the threesix months ended AprilJuly 30,31, 2026 was consistent with the prior year period when using the daily average balance instead of the simple average. Utilizing daily average balances neutralizes the impacts of significant investment advisory asset appreciation (depreciation) and net deposits that occur throughout the comparison periods that are not always captured using the simple average of beginning and ending quarter balances.

Other revenue increased by approximately $0.5$1.1 million, or 130%525%, and $1.6 million, or 272%, for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The increase in other revenue was primarily due to increased portfolio line of credit net interest margin revenue.

Cost of revenue increased by $1.3$1.2 million, or 15%,12%, and $2.5 million, or 14% for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The increase was primarily due to:

•an increase of $0.4$0.6 million and $1.0 million in cash management costs for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The increase in cash management costs was primarily due to increased sweep program expenses from increased money movement volumes and increased cash assets held by clients in the cash sweep program;

•a decrease of $0.2 million and an increase of $0.3$0.1 million in brokerage platform fees for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. TheThese increasechanges were primarily driven by fluctuations in brokeragevendor platformcontract costspricing wasand primarily due to an increaseincreases in money movement volumes, clients and accounts during the respective periods; and

•an increase of $0.6$0.8 million and $1.4 million in other cost of revenue for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year due primarily to increased data fees and other costs.

Product development expenses increased by $13.5$12.8 million, or 67%,60%, and $26.3 million, or 63%, for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The increase was primarily due to an increase of $13.1$12.3 million and $25.3 million in personnel-related costs due to increased headcount, including from the launch of Wealthfront Home Lending. The increase in personnel-related costs included an increase of $8.9$8.7 million and $17.5 million in stock-based compensation and $4.2$3.6 million and $7.8 million in salary and allocated overhead costs.costs for the three and six months ended July 31, 2026, respectively. Cloud computing costs increased $0.4$0.5 million and $1.0 million for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year.

General and administrative expenses increased by $7.1$6.8 million, or 71%,77%, and $13.9 million, or 74%, for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The increase was primarily due to an increase of $6.3$6.1 million and $12.4 million in personnel-related costs due to increased headcount, including an increase of $5.4$5.3 million and $10.7 million in stock-based compensation, and $0.9$0.8 million and $1.7 million in salary and allocated overhead costs.costs for the three and six months ended July 31, 2026, respectively. Professional fees increased $0.8$0.5 million and $1.3 million for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year.

Marketing expenses increased by $1.0$1.6 million, or 10%,18%, and $2.7 million, or 14%, for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The increase was primarily due to an increase of $0.8$1.2 million and $0.9 million in personnel-relatedperformance and brand advertising expenses for the three and six months ended July 31, 2026, respectively, due to higher spend into efficient client acquisition opportunities. Personnel-related costs increased by $1.1 million and $1.8 million due to increased headcount, including $0.1an increase of $0.3 million and $0.5 million in stock-based compensation,compensation and $0.7an increase of $0.8 million and $1.3 million in salary and allocated overhead costs. Marketing consulting fees and other expenses increased $0.2 millionexpense for the three and six months ended AprilJuly 30,31, 20262026, compared to the same period in the prior year.respectively.

Operations and support expenses increased by $1.2$0.9 million, or 41%,28%, and $2.0 million, or 34% for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. ThePersonnel-related increasecosts wasincreased dueby to an increase of $1.2$0.8 million inand personnel-related$2.0 costsmillion due to increased headcount, including an increase of $0.8$0.6 million and $1.4 million in stock-based compensation,compensation and $0.4an increase of $0.2 million and $0.6 million in salary and allocated overhead costs,costs for the three and six months ended AprilJuly 30,31, 20262026, compared to the same period in the prior year.respectively.

Interest expense increased by $0.2 million, or 276%,158%, and $0.3 million, or 205%, for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The increase was primarily due to increased unused commitment fees following the increase to our revolving credit facility in October 2025 from $50.0 million to $250.0 million.

Other expense (income), net decreasedincreased by $1.6$3.2 million, or 103%,460%, and $4.8 million, or 213% for the three and six months ended AprilJuly 30,31, 20262026, respectively, compared to the same periodperiods in the prior year. The decreaseincrease in other expense (income) was primarily due to ana net increase of $2.0$1.6 million and $3.6 million in dividend income from corporate cash swept into a money market fund,fund slightly offset byand an increase of $0.4$1.6 million and $1.2 million in fair value change in the warrant liabilities for the three and six months ended AprilJuly 30,31, 2026.2026, respectively.

As of AprilJuly 30,31, 2026, our primary sources of liquidity were our unrestricted cash and cash equivalents of $428.2$453.3 million.

As of AprilJuly 30,31, 2026, we were party to a credit agreement with a third-party financial institution to provide a revolving line of up to $250.0 million with a maturity date of October 13, 2028. On October 14, 2025, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) with the same third-party financial institution acting as administrative agent to provide a revolving line of up to $250.0 million (the “Amended Revolver”). The Amended Revolver was not drawn on during the threesix months ended AprilJuly 30,31, 2026, and no amounts were outstanding under the Amended Revolver as of AprilJuly 30,31, 2026.

No amounts were outstanding under the Amended Revolver as of AprilJuly 30,31, 2026.

Cash provided by operating activities was $22.7$70.0 million for the threesix months ended AprilJuly 30,31, 2026, primarily due to the net income of $12.8$30.6 million andmillion, non-cash adjustments of $23.6$43.8 millionmillion, offset by $13.8 million ofand changes in operating assets and liabilities.liabilities of $4.3 million. Non-cash adjustments of $23.6$43.8 million primarily reflect stock-based compensation, deferred income taxes, depreciation and amortization, non-cash lease expense, and fair value changes.

Cash provided by operating activities was $38.5$77.4 million for the threesix months ended AprilJuly 30,31, 2025, primarily due to the net income of $25.9$60.7 million,million and $20.6 million non-cash adjustments, partially offset by changes in operating assets and liabilities of $7.6$3.8 million, and $4.9 million non-cash adjustments.million. Non-cash adjustments of $4.9$20.6 million primarily reflect stock-based compensation, deferred income taxes, depreciation and amortization, and non-cash lease expense.

Cash used in investing activities was $1.0$1.3 million and $0.2$0.6 million, respectively, for the threesix months ended AprilJuly 30,31, 2026 and AprilJuly 30,31, 2025, primarily due to purchase of property, software, and equipment in the threesix months ended AprilJuly 30,31, 2026 and AprilJuly 30,31, 2025, respectively.

Cash used in financing activities was $30.8$54.4 million for the threesix months ended AprilJuly 30,31, 2026, primarily due to $28.3$60.1 million in repurchases of common stock and $4.7$10.4 million in taxes paid related to the net settlement of RSUs, slightly offset by $2.1$11.1 million in proceeds from the exercise of stock options and common stock warrants.warrants, as well as proceeds from the issuance of common stock under the ESPP.

Cash provided by financing activities was $0.2$4.9 million for the threesix months ended AprilJuly 30,31, 2025, primarily due to $0.4$5.1 million in the exercise of stock options, slightly offset by the repurchase of common stock of $0.2 million.

In March 2026, our board of directors approved a share repurchase program with authorization to purchase up to $100.0 million of our outstanding common stock. Repurchases under the share repurchase program may be made in the open market, in privately negotiated transactions, or by other methods, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs. Open market repurchases are structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. The share repurchase program does not obligate us to acquire any particular amount of our common stock, and may be modified, suspended, or terminated at any time at the discretion of our board of directors. We fund repurchases with existing cash and cash equivalents and cash from operations. For the threesix months ended AprilJuly 30,31, 2026, we repurchased 3.16.4 million shares as part of the share repurchase program at an average price of $8.66$8.93 per share for a total of $27.1$57.6 million.

One of our subsidiaries, Wealthfront Brokerage LLC, is a broker-dealer subject to the SEC Uniform Net Capital Rule (Rule 15c3-1 under the Exchange Act), administered by the SEC and FINRA, which requires the maintenance of minimum net capital, as defined in SEC Rule 15c3-1. Net capital and the related net capital requirements may fluctuate on a daily basis. Wealthfront Brokerage LLC computes net capital under the alternative method as permitted by SEC Rule 15c3-1. Under the alternative method, Wealthfront Brokerage LLC is required to maintain minimum net capital equal to the greater of $250,000 or 2.0% of aggregate client debits (e.g., client-related receivables) as computed per Rule 15c3-3’s reserve formula. As of AprilJuly 30,31, 2026, Wealthfront Brokerage LLC’s net capital was $163.1$214.8 million, which exceeded the alternative method minimum net capital requirement by $156.3$207.3 million.

Our principal contractual obligations as of AprilJuly 30,31, 2026 include payments on minimum lease payments for operating leases. See Note 6. — Leases to the unaudited condensed consolidated financial statements for the three months ended AprilJuly 30,31, 2026 and 2025 included in this Form 10-Q. As of AprilJuly 30,31, 2026, the total future minimum lease payments for operating leases was $10.0$8.9 million.

We also enter into guarantees and other similar arrangements in the ordinary course of business. For information on these arrangements, see Note 8. — Commitments and Contingencies to the unaudited condensed consolidated financial statements for the three months ended AprilJuly 30,31, 2026 and 2025 included in this Form 10-Q. As of AprilJuly 30,31, 2026, our non-cancelable purchase commitments primarily relate to our cloud computing services consisting of total future minimum service payments of $12.6$11.3 million.

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements and the related notes thereto, which have been prepared in accordance with GAAP. In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates.