NXDR Form 4 — Craig Lisowski Receives 947,867 Performance Stock Units

Rhea-AI Filing Summary

Nextdoor Holdings, Inc. reporting person Craig Lisowski received a grant of 947,867 performance stock units (PSUs) on 08/27/2025. Each PSU represents a contingent right to one share of the company's Class A Common Stock, subject to achievement of performance criteria and continued service through certification. The PSUs are structured to vest in four ratable tranches of 25% each based on specified stock price targets measured over performance periods running from January 15, 2026 through January 15, 2030. If a tranche's performance target is not met by the end of its measurement period, that tranche is forfeited for no consideration. Following the reported transaction, the reporting person beneficially owns 947,867 PSUs (direct), and the reported award has an exercise/issuance price of $0. The Form 4 was signed on behalf of Lisowski by an attorney-in-fact on 08/29/2025.

Positive

• Significant long-term incentive grant of 947,867 PSUs aligns executive pay with multi-year stock performance
• Service and performance conditions (25% tranches, stock-price targets) incentivize retention and sustained value creation

Negative

• Contingent and forfeitable — PSUs vest only if performance targets are met and service continues, so no guaranteed value
• Potential future dilution upon conversion to Class A shares if performance criteria are achieved (magnitude not disclosed)

Insights

Financial Analyst

TL;DR: A large PSU grant ties compensation to multi-year stock-price targets, aligning pay with long-term performance but not immediate dilution.

The grant of 947,867 PSUs is a sizeable compensation award that vests only if specified stock-price hurdles are achieved between 2026 and 2030 and the executive remains in service. Because PSUs convert to Class A shares only upon certification, there is no immediate increase in outstanding shares or cash flow impact; however, if performance targets are met, the award would dilute existing shareholders upon issuance. The award structure emphasizes multi-year value creation and retention through service-based and performance-based conditions.

Corporate Governance Expert

TL;DR: The PSU design shows typical long-term incentive features: performance criteria, service condition, tranche vesting, and forfeiture provisions.

The award vests in four 25% tranches tied to stock-price targets over defined measurement windows, with forfeiture for unmet tranches. This aligns executive incentives with sustained stock performance and retention through 2030. The Form 4 discloses direct beneficial ownership of the PSUs and confirms the contingent nature of the award; it does not provide equity plan limits or potential maximum dilution, so the full governance impact cannot be assessed from this filing alone.

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^*

Lisowski Craig

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President of Products

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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

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)	08/27/2025		A		947,867		(2)	(2)	Class A Common Stock	947,867	$0	947,867	D

Explanation of Responses:

1. Each performance stock unit ("PSU") represents a contingent right to receive one share 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 date such achievement is certified.

2. Unless earlier terminated pursuant to, and subject to the terms of, the applicable equity agreement entered into between the reporting person and the Issuer (the "PSU Agreement"), the PSUs shall vest, in ratable tranches representing 25% of the total award, upon the certification of achievement of certain stock price targets for the Issuer's Class A Common Stock, measured with respect to certain performance periods more completely described in the PSU Agreement, with such measurement periods continuing over the four-year period beginning January 15, 2026 and ending January 15, 2030. In the event that any tranche does not vest by the end of the applicable performance measurement period, the PSU comprising such tranche shall be forfeited for no consideration.

Remarks:

	/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person	08/29/2025
	** 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

Who filed the Form 4 for Nextdoor (NXDR)?

The Form 4 was filed for Craig Lisowski, listed as President of Products, with the filing signed by an attorney-in-fact on 08/29/2025.

What was granted to Craig Lisowski on 08/27/2025?

He was granted 947,867 performance stock units (PSUs), each representing a contingent right to one share of Class A Common Stock.

When do the PSUs vest and what are the conditions?

PSUs vest in four ratable tranches of 25% each upon certification that specified stock-price targets were achieved during performance periods measured from January 15, 2026 through January 15, 2030; unmet tranches are forfeited.

Does the grant create immediate shares or cash payments?

No. The PSUs are contingent awards that convert to shares only if performance and service conditions are satisfied; the reported price is $0 and no immediate shares were issued.

How many PSUs does Lisowski own following the transaction?

The Form 4 reports 947,867 PSUs beneficially owned following the transaction, held directly.