Nextdoor (NXDR) Form 4: Sophia Schwartz Executes 10b5-1 Sale of 42,500 Shares

Rhea-AI Filing Summary

Sophia Schwartz, General Counsel and Secretary of Nextdoor Holdings, Inc. (NXDR), reported a planned sale of 42,500 shares of Class A common stock on 08/19/2025 at $1.9972 per share under a Rule 10b5-1 trading plan adopted May 20, 2025. Following the sale, the reporting person beneficially owns 361,580 shares (direct). The filing also notes the acquisition of 2,500 Class A shares on 08/14/2025 through the company’s 2021 Employee Stock Purchase Plan, an exempt transaction under Rules 16b-3(c) and 16b-3(d). The form was signed by an attorney-in-fact on behalf of the reporting person on 08/21/2025.

Insights

Corporate Governance Expert

TL;DR: A scheduled insider sale under a 10b5-1 plan reduces holdings but follows a pre-approved plan, limiting governance concerns.

The sale of 42,500 shares by the company’s General Counsel was executed pursuant to a Rule 10b5-1 plan adopted May 20, 2025, which indicates the trade was prearranged and not opportunistic. That structure typically reduces insider trading risk and signaling ambiguity. The filing also reports a small ESPP purchase of 2,500 shares, showing continued participation in employee equity programs. Overall, this disclosure is routine and procedural rather than indicative of governance deterioration.

Securities Analyst

TL;DR: Insider sold 42,500 shares at ~$2.00 under a pre-set plan; remaining direct ownership is 361,580 shares.

The transaction reduces the reporting person’s direct stake by 42,500 shares at a price of $1.9972 per share, executed 08/19/2025 under a 10b5-1 plan. The reported post-transaction beneficial ownership of 361,580 shares provides a clear snapshot of current insider holdings. The ESPP purchase of 2,500 shares on 08/14/2025 was exempt under Rules 16b-3 and slightly increased direct holdings prior to the sale. For investors monitoring insider activity, this is a disclosed, preplanned sale rather than an ad hoc divestiture.

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).

X

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^*

Schwartz Sophia

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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
Class A Common Stock	08/19/2025		S		42,500(1)	D	$1.9972	361,580(2)	D

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

Explanation of Responses:

1. Sale of shares made pursuant to and in accordance with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, under a plan adopted by the Reporting Person on May 20, 2025.

2. Includes 2,500 shares of Class A Common Stock acquired pursuant to the Nextdoor Holdings, Inc. 2021 Employee Stock Purchase Plan on August 14, 2025 in a transaction that was exempt under Rules 16b-3(c) and 16b-3(d).

Remarks:

	/s/ Noah Johnson, as Attorney-in-Fact for Reporting Person	08/21/2025
	** 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.

FAQ

What transaction did Sophia Schwartz report on Form 4 for NXDR?

The Form 4 reports a sale of 42,500 Class A shares on 08/19/2025 at $1.9972 per share, executed under a Rule 10b5-1 plan.

How many NXDR shares does Sophia Schwartz beneficially own after the reported transaction?

Following the reported sale, the filing shows 361,580 shares of Class A common stock beneficially owned (direct).

Was the sale of NXDR shares preplanned or discretionary?

The sale was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 20, 2025, indicating it was preplanned.

Did the filing report any share purchases by the reporting person?

Yes. The filing notes the acquisition of 2,500 Class A shares on 08/14/2025 under the Nextdoor 2021 Employee Stock Purchase Plan; this transaction was exempt under Rules 16b-3(c) and 16b-3(d).

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Noah Johnson as attorney-in-fact for the reporting person on 08/21/2025.