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Large equity awards granted to Nextdoor (NYSE: NXDR) CEO

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tolia Nirav N reported acquisition or exercise transactions in this Form 4 filing.

Nextdoor Holdings, Inc. CEO and President Nirav N. Tolia reported receiving large stock-based compensation awards. He was granted 1,768,346 performance stock units (PSUs) and 1,768,346 restricted stock units (RSUs), each representing rights to receive Class A common shares at future dates if conditions are met.

The PSU award can ultimately deliver between 0% and 200% of the 1,768,346 reference amount, depending on achievement of four escalating stock price targets during a performance period from January 15, 2027 to January 15, 2030 and continued service. The PSUs may vest annually on January 15 starting in 2027.

The RSU award vests over four years in sixteen equal quarterly installments on April 15, July 15, October 15 and January 15, beginning April 15, 2026, subject to Mr. Tolia’s continued service. These RSUs either vest into shares or are cancelled; they do not have a separate expiration date.

Positive

  • None.

Negative

  • None.
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)
  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 January 15, 2027 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. Stock 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.
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Form 4 Insider Transactions: What Each Field Means →
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 CA 94102
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 January 15, 2027 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. Stock
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:
/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person 03/09/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nextdoor (NXDR) report for its CEO?

Nextdoor reported that CEO Nirav N. Tolia received grants of performance stock units and restricted stock units. He was awarded 1,768,346 PSUs and 1,768,346 RSUs, each representing rights to receive Class A common shares if specific performance or service conditions are satisfied.

How many performance stock units were granted to the Nextdoor (NXDR) CEO?

The CEO received 1,768,346 performance stock units. These PSUs can ultimately result in 0% to 200% of that share amount vesting, depending on achievement of defined stock price performance targets and his continued service through the relevant certification and vesting dates.

What are the performance conditions on Nextdoor (NXDR) CEO’s PSU award?

The PSU award depends on four escalating stock price performance targets measured over a performance period from January 15, 2027 to January 15, 2030. Vesting also requires the CEO’s continued service, with potential annual vesting on January 15 if the applicable performance target is achieved.

When do the Nextdoor (NXDR) CEO’s PSUs vest or expire?

The PSUs may vest annually on January 15, starting January 15, 2027, if relevant performance targets are met and service is maintained. Any PSUs tied to performance criteria achieved at 0% will expire and be forfeited on January 15, 2030 at the end of the performance period.

How do the restricted stock units granted to the Nextdoor (NXDR) CEO vest?

The 1,768,346 RSUs vest in sixteen equal quarterly installments over four years. Vesting occurs on April 15, July 15, October 15 and January 15, starting April 15, 2026, and is conditioned only on the CEO’s continued service with the company on each vesting date.

Do the restricted stock units granted to the Nextdoor (NXDR) CEO expire?

The RSUs do not have a separate expiration date. Each restricted stock unit either vests into one share of Class A common stock if the CEO remains in service through the vesting date, or is cancelled before vesting if service conditions are not satisfied.