Nextdoor (NXDR) CEO granted large PSU and RSU awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Nextdoor Holdings, Inc. CEO and President Nirav N. Tolia received two large equity awards tied to Class A Common Stock. He was granted 1,768,346 performance stock units (PSUs) and 1,768,346 restricted stock units (RSUs), each representing rights to receive shares at no cash exercise price.

The PSUs may vest between 0% and 200% of the 1,768,346 units based on four escalating stock price performance targets during a period from March 5, 2026 to January 15, 2030, with annual vesting opportunities each January 15 starting in 2027. The RSUs vest in sixteen equal quarterly installments over four years beginning April 15, 2026, conditioned on Tolia’s continued service, and either vest or are cancelled before vesting.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Tolia Nirav N

Role CEO and President

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units (PSU)	1,768,346	$0.00	--
Grant/Award	Restricted Stock Units (RSU)	1,768,346	$0.00	--

Holdings After Transaction: Performance Stock Units (PSU) — 1,768,346 shares (Direct); Restricted Stock Units (RSU) — 1,768,346 shares (Direct)

Footnotes (1)

The performance stock units ("PSUs") represent a contingent right to receive shares of the Issuer's Class A Common Stock, subject to the achievement of applicable performance criteria and the reporting person's continued service to the Issuer through the later of: (i) the date such achievement is certified. or (ii) the scheduled vesting date. The number of shares that will vest, if any, is contingent on achievement of the relevant Performance Targets (defined below), with the potential for the reporting person to earn a number of shares between 0% and 200% of the numbers reflected in the row above. The grant details reported in the row above represent the number of shares that may vest and be earned based on achievement of all Performance Targets at 100%. The PSU award is subject to a service-based vesting schedule and performance criteria relating to the achievement of four escalating stock price targets (the "Performance Targets") during a performance period beginning on March 5, 2026 and ending January 15, 2030 (the "Performance Period"). Subject to achievement of the relevant Performance Target and the Reporting Person's continued service to the Issuer through the applicable vesting date, the award shall vest annually in four installments on the 15th calendar day of January, with the first tranche capable of vesting on January 15, 2027. To the extent the relevant performance criteria are not achieved (i.e., achieved at 0%), the PSUs comprising this award will expire and be forfeited on January 15, 2030. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject only to continued service to the Issuer, as described in footnote 5 below. The RSU award vests in sixteen ratable quarterly installments over four years on the 15th calendar day of April, July, October and January, with the first such vesting event on April 15, 2026, subject to the reporting person's continued service to the Issuer on each vesting date. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

Form 4 Insider Transactions: What Each Field Means →

03/20/2026 - 04:01 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tolia Nirav N

(Last)

(First)

(Middle)

C/O NEXTDOOR HOLDINGS, INC.

420 TAYLOR STREET

(Street)

SAN FRANCISCO

CALIFORNIA

94102

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Nextdoor Holdings, Inc. [ NXDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/09/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units (PSU)	⁽¹⁾	03/05/2026		A		1,768,346		⁽²⁾	01/15/2030⁽³⁾	Class A Common Stock	1,768,346	$0	1,768,346	D
Restricted Stock Units (RSU)	⁽⁴⁾	03/05/2026		A		1,768,346		⁽⁵⁾	⁽⁶⁾	Class A Common Stock	1,768,346	$0	1,768,346	D

Explanation of Responses:

1. The performance stock units ("PSUs") represent a contingent right to receive shares of the Issuer's Class A Common Stock, subject to the achievement of applicable performance criteria and the reporting person's continued service to the Issuer through the later of: (i) the date such achievement is certified. or (ii) the scheduled vesting date. The number of shares that will vest, if any, is contingent on achievement of the relevant Performance Targets (defined below), with the potential for the reporting person to earn a number of shares between 0% and 200% of the numbers reflected in the row above. The grant details reported in the row above represent the number of shares that may vest and be earned based on achievement of all Performance Targets at 100%.

2. The PSU award is subject to a service-based vesting schedule and performance criteria relating to the achievement of four escalating stock price targets (the "Performance Targets") during a performance period beginning on March 5, 2026 and ending January 15, 2030 (the "Performance Period"). Subject to achievement of the relevant Performance Target and the Reporting Person's continued service to the Issuer through the applicable vesting date, the award shall vest annually in four installments on the 15th calendar day of January, with the first tranche capable of vesting on January 15, 2027.

3. To the extent the relevant performance criteria are not achieved (i.e., achieved at 0%), the PSUs comprising this award will expire and be forfeited on January 15, 2030.

4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject only to continued service to the Issuer, as described in footnote 5 below.

5. The RSU award vests in sixteen ratable quarterly installments over four years on the 15th calendar day of April, July, October and January, with the first such vesting event on April 15, 2026, subject to the reporting person's continued service to the Issuer on each vesting date.

6. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.

Remarks:

This Form 4 is being amended to correct the beginning of the performance period of the PSU grant. This amendment supersedes and replaces all prior amendments of this Form 4 previously filed.

	/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person	03/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Nextdoor (NXDR) CEO Nirav Tolia receive in this Form 4/A?

Nirav Tolia received grants of 1,768,346 performance stock units (PSUs) and 1,768,346 restricted stock units (RSUs). Each unit represents a contingent right to receive one share of Nextdoor’s Class A Common Stock, subject to specific performance and service-based vesting conditions described in the filing’s footnotes.

How do the performance stock units (PSUs) for Nextdoor (NXDR) CEO vest?

The PSUs can vest between 0% and 200% of 1,768,346 units based on four escalating stock price performance targets. The performance period runs from March 5, 2026 to January 15, 2030, with annual vesting opportunities each January 15 starting in 2027, assuming continued service.

What is the vesting schedule for the RSU grant to the Nextdoor (NXDR) CEO?

The RSU award vests in sixteen ratable quarterly installments over four years. Vesting occurs on April 15, July 15, October 15, and January 15, with the first vesting date on April 15, 2026, and requires Nirav Tolia’s continued service to Nextdoor on each applicable vesting date.

Can the PSU award to Nextdoor (NXDR) CEO be forfeited entirely?

Yes. If the relevant stock price performance criteria are achieved at 0% during the performance period, the PSUs will not vest. In that case, the PSUs comprising this award expire and are forfeited on January 15, 2030, with no shares of Class A Common Stock delivered.

Do the restricted stock units granted to Nextdoor (NXDR) CEO have an expiration date?

The filing states the RSUs do not expire like traditional options. Instead, each restricted stock unit either vests on its scheduled quarterly vesting date, subject to continued service, or is cancelled prior to vesting if the service-based conditions are not satisfied.

What underlying security is associated with the PSUs and RSUs granted by Nextdoor (NXDR)?

Both the PSUs and RSUs are tied to Nextdoor’s Class A Common Stock. Each PSU or RSU represents a contingent right to receive one share of Class A Common Stock if the applicable performance targets and/or continued service-based vesting conditions outlined in the award terms are met.