03/09/2026 | Press release | Distributed by Public on 03/09/2026 14:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units (PSU) | (1) | 03/05/2026 | A | 442,086 | (2) | 01/15/2023(3) | Class A Common Stock | 442,086 | $ 0 | 442,086 | D | ||||
| Restricted Stock Units (RSU) | (4) | 03/05/2026 | A | 442,086 | (5) | (6) | Class A Common Stock | 442,086 | $ 0 | 442,086 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kiernan Michael C/O NEXTDOOR HOLDINGS, INC. 420 TAYLOR STREET SAN FRANCISCO, CA, CA 94102 |
Chief Revenue Officer | |||
| /s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person | 03/09/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |
| (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. |