When WLTH insiders can sell

Morgan Securities LLC, on behalf of the underwriters, during the period ending the earlier of (i) the opening of trading on the second trading day following the date of our release of earnings for the fiscal quarter ending April 30, 2026, or (ii) the date that is 180 days after the date of this prospectus (the "Lock-up Period"), subject to certain customary exceptions and certain provisions that provide for the release of certain shares of our common stock. When the Lock-up Period expires, we and our securityholders subject to a lock-up agreement or market stand-off agreement will be able to sell our shares in the public market. In addition, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the Lock-up Period.

Common stock to be outstanding after this offering 146,268,749 shares (or 151,461,056 shares if the underwriters exercise their option to purchase additional shares of common stock in full). Indications of Interest The Cornerstone Investors have, severally and not jointly, indicated an interest in purchasing up to an aggregate of $150.0 million in shares of our common stock offered in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. The shares of common stock to be purchased by the Cornerstone Investors will not be subject to a lock-up agreement with the underwriters.

Morgan Securities LLC, on behalf of the underwriters, during the period ending the earlier of (i) the opening of trading on the second trading day following the date of our release of earnings for the fiscal quarter ending April 30, 2026, or (ii) the date that is 180 days after the date of this prospectus (the "Lock-up Period"), subject to certain customary exceptions and certain provisions that provide for the release of certain shares of our common stock. When the Lock-up Period expires, we and our securityholders subject to a lock-up agreement or market stand-off agreement will be able to sell our shares in the public market. In addition, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the Lock-up Period.

…e provisions of Rule 144 or Rule 701, shares of our common stock will be available for sale in the public market as follows Earliest Date Available for Sale in the Public Market Number of Shares of Common Stock The opening of trading on the first trading day after any 10-consecutive trading day period during which the closing price of our common stock on Nasdaq has exceeded 125% of the initial public offering price per share set forth on the cover page of this prospectus for at least five (5) trading days (one of which must be a trading day occurring after the date of our public announcement of earnings for the fiscal year ending January 31, 2026 (the "Initial Earnings Release")) out of such 10-consecutive trading day period provided that such applicable date occurs in a broadly applicable "open trading window" period. An aggregate of up to 11,974,788 million shares, consisting of up to……

The restrictions imposed by the lock-up agreements and market stand-off provisions are subject to certain exceptions, including with respect to (i) transfers as bona fide gifts, charitable contributions, or for bona fide estate planning purposes (ii) transfers upon death by will, testamentary document, or the laws of intestate succession (iii) transfers to immediate family members or to any trust for the direct or indirect benefit of the holder or the immediate family of the holder or, if the holder is a trust, to a trustor or beneficiary of the trust or the estate of a bene…

…ion in which we have been or are to be a participant the amount involved exceeded or will exceed $120,000 and any of our directors, executive officers, or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. Exchange Offer In October 2022, we conducted an exchange offer (the "2022 Exchange Offer") for an aggregate of 4,906,190 outstanding and unsettled RSUs granted under the 2017 Plan (the "Canceled RSUs") valued at $4.93 per share for an approximate aggregate dollar value o…

…25 (after giving effect to the Capital Stock Conversion, the Option Exercise, the RSU Net Settlement, and the SAFE Settlement (each as defined below)), and excludes 6,065,675 shares of our common stock issuable upon the exercise of stock options outstanding as of July 31, 2025 under our 2008 Equity Incentive Plan (the "2008 Plan"), with a weighted-average exercise price of $2.31 per share 32 Table of Contents 22,178,730 shares of our common stock issuable upon the exercise of stock options outstanding as of July 31, 2025 under our 2017 Equity Incentive Plan (as amended, the "2017 Plan"), with a weighted-average exercise price of $1.

Morgan Securities LLC may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the Lock-up Period. See the section titled "Shares Eligible for Future Sale" for additional information. Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, or the perception that such sales may occur, or early release of 89 Table of Contents these agreements, could cause our market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.