kvsb-20250421

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under §240.14a-12

NEXTDOOR HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 21, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Nextdoor Holdings, Inc. (the “Annual Meeting”), which will be held virtually at www.virtualshareholdermeeting.com/KIND2025 on Tuesday, June 10, 2025 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore we have chosen this over an in-person meeting. This approach also lowers costs and enables participation from our global community. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.

Sincerely,

Nirav Tolia

Chief Executive Officer, President and Chairperson of the Board of Directors



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 10, 2025. The proxy statement and annual report are available at www.proxyvote.com.

Notice of Annual Meeting of Stockholders

Time & Date

Tuesday, June 10, 2025 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time

Place

Virtually at www.virtualshareholder

meeting.com/KIND2025. There is no physical location for the Annual Meeting.

Record Date

Monday, April 14, 2025, which we refer to as our Record Date. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to attend and vote at, the meeting and any adjournments thereof.

Items of Business


1.						Elect four Class I directors of Nextdoor Holdings, Inc., each to serve a three-year term expiring at the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified.

2.						Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025.

3.						Approve, on a non-binding advisory basis, the compensation of our named executive officers.

4.						Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Participation in Annual Meeting

We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/KIND2025. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders–regardless of size, resources, or physical location, saves us and stockholders’ time and money, and reduces our environmental impact. Please see “General Information About the Meeting” for additional information.

Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, please see “Information About Solicitation and Voting” beginning on page 8 of this Proxy Statement.


ii						2025 Proxy Statement

Voting

Each share of Class A common stock that you own represents one vote and each share of Class B common stock that you own represents ten votes. For questions regarding your stock ownership, you may contact us through our website at https://investors.nextdoor.com or, if you are a registered holder, through our transfer agent, Equiniti Trust Company, LLC through its website at https://equiniti.com/us/ast-access, by phone in the U.S. +1 (800) 937-5449 or +1 (718) 921-8124 internationally, or via email by selecting Get Help from the website.

This Notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 21, 2025.


Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

By Order of the Board of Directors,

Sophia Schwartz

Chief Legal Officer and Secretary

Written April 21, 2025

NEXTDOOR HOLDINGS, INC.

420 Taylor Street

San Francisco, California 94102


			2025 Proxy Statement						iii

Table of Contents


			Proxy Statement Summary			1
			Information about Solicitation and Voting			8
			Internet Availability of Proxy Materials			8
			General Information about the Annual Meeting			9
			Board of Directors and Committees of the Board of Directors; Corporate Governance Standards and Director Independence			14
			Nominations Process and Director Qualifications			24
			Proposal No. 1: Election of Directors			25
			Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm			35
			Report of the Audit and Risk Committee			37
			Proposal No. 3: Advisory Vote on the Compensation of our Named Executive Officers			38
			Executive Officers			39
			Security Ownership of Certain Beneficial Owners and Management			40
			Executive Compensation			44
			Compensation Discussion and Analysis			44
			Report of the Compensation and People Development Committee			60
			Executive Compensation Tables			61
			Potential Payments Upon Termination			68
			CEO Pay Ratio			70
			Pay Versus Performance			71
			Equity Compensation Plan Information			77
			Certain Relationships and Related Party Transactions			78
			Additional Information			79
			Other Matters			81

Special Note Regarding
Forward-Looking Statements

This proxy statement (“Proxy Statement”) includes forward-looking statements, which are statements other than statements of historical facts and statements in the present tense. These statements include, but are not limited to, statements regarding our business, our business strategy and plans, and our objectives and future operations. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors. These risks and uncertainties include, but are not limited to, those described under the caption “Risk Factors” in our Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2024, and our other U.S. Securities and Exchange Commission (the “SEC”) filings, which are available on the Investor Relations page of our website at https://investors.nextdoor.com and on the SEC website at www.sec.gov.

All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Proxy Statement or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting.

Proposals to be Voted On and Board Voting Recommendations

PROPOSAL NO. 1

Election of Directors

Our Board is currently comprised of ten members. In accordance with our Amended and Restated Certificate of Incorporation, our Board is divided into three staggered classes of directors. We are asking our stockholders to elect four Class I directors for a three-year term expiring at the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The table below sets forth information with respect to our four nominees standing for election. All of the nominees are currently serving as directors. Additional information about our director nominees and their respective qualifications can be found under the section titled “Proposal No. 1: Election of Directors—Nominees to Our Board of Directors”.

Name

Age

Director Since

J. William Gurley

November 2021

Jason Pressman

November 2021

Elisa Steele

July 2024

Nirav Tolia

November 2021



						Board Recommendation "FOR ALL NOMINEES" for this proposal


			PROPOSAL NO. 2

			Ratification of Appointment of Independent Registered Public Accounting Firm We are asking our stockholders to ratify the Audit and Risk Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025. Information regarding fees paid to Ernst & Young LLP during 2024 and 2023 can be found under the section titled “Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm—Independent Registered Public Accounting Firm Fees and Services.”



						Board Recommendation "FOR" this proposal


			2025 Proxy Statement						1


			Proxy Statement Summary


			PROPOSAL NO. 3

			Advisory Vote on the Compensation of our Named Executive Officers We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our named executive officers. Additional information about the advisory vote on the compensation of our named executive officers can be found under the section titled “Proposal No. 3: Advisory Vote on the Compensation of Our Named Executive Officers.”



						Board Recommendation "FOR" this proposal

Key 2024 Business Highlights

Nextdoor is the essential neighborhood network. Neighbors, public agencies and businesses use Nextdoor to connect around local information that matters in more than 340,000 neighborhoods globally, across 11 countries. The Nextdoor platform fosters discussion focused on real-world utility and discovery, enables instant distribution of timely local information, and ensures trust and authenticity. This unique combination drives genuine, high-intent engagement, and helps neighborhoods thrive both online and in the real world. Through innovative technology, a focus on relevant content, and a proprietary advertising platform, Nextdoor helps create vibrant communities while empowering businesses of all sizes to reach highly engaged audiences.

In 2024, we achieved further gains in user metrics, revenue growth, and operating leverage. Weekly Active Users ("WAU") increased by 8% year-over-year, while revenue grew by 13%, accelerating throughout the year. Continued strong Verified Neighbor1 acquisition and improved content relevance and notifications contributed to higher ad impressions, while investments in our advertising platform improved advertiser performance and revenue retention. As of December 31, 2024, Nextdoor had more than 100 million Verified Neighbors and 46 million WAU, reaching 1 in 3 households in the U.S.

We launched our NEXT initiative in 2024, a longer-term effort to transform our product into an essential local platform that enriches the lives of neighbors everywhere. NEXT aims to keep users informed through better local content, safe through timely and relevant alerts, and connected through the sharing of recommendations and collective wisdom.

1 Verified Neighbors are individuals who have joined Nextdoor and completed the verification process for their account.


2						2025 Proxy Statement


			Proxy Statement Summary

Key business highlights include:

>100M

Global Verified Neighbors

~46M

WAU

Increasing reach: As of December 31, 2024, Nextdoor had more than 100 million global Verified Neighbors.

Strong engagement: WAU reached approximately 46 million in Q4 2024, increasing 10% year-over-year.

$247M

2024 Total Revenue

$427M

Cash, cash equivalents and marketable securities

340K+

Neighborhoods

Continued revenue growth: 2024 total revenue reached $247.3 million, increasing 13% year-over-year.

We also built a healthier baseline for investment: We increased efficiency in each successive quarter in 2024. Employee productivity — measured by revenue per employee — improved by nearly 50% year-over-year, reflecting a more focused team.

Thoughtful capital allocation: We ended 2024 with $427 million in cash, cash equivalents and marketable securities and zero debt. In 2024, we repurchased 31M shares at an average share price of $2.44, consistently drove down share count and reduced our fully diluted share count by 5% year-over-year.

Global relevance: As of December 31, 2024, Nextdoor was in more than 340,000 neighborhoods globally and 1 in 3 U.S. households.

Nextdoor Foundation

The Nextdoor Foundation (formerly Nextdoor Kind Foundation or the “Foundation”) was established in 2021 to help foster stronger, more connected neighborhoods by supporting trusted nonprofits and local leaders driving meaningful community impact. Since its launch in 2022, the Foundation has awarded over $350,000 in grants to individuals, nonprofits, and small businesses working to improve their communities at a hyper-local level.

Key initiatives to date include:

•In 2022-2023, in partnership with the NAACP and Hello Alice, the Foundation awarded $200,000 in grants to small business owners of color, along with resources and training to support business growth.

•In 2024, the Foundation distributed 100 microgrants totaling $50,000 to residents of Los Angeles County to fund grassroots efforts that uplift neighbors in need.

•In 2024, through a partnership with Grapevine, a nonprofit that facilitates community-based giving circles, the Foundation provided $100,000 in grants to support local neighborhood initiatives.

Looking ahead, the Foundation is supporting 100 volunteer fire departments across the U.S. with grants to fund essential equipment, training, and other critical needs to serve local communities totaling $150,000 in donations.


			2025 Proxy Statement						3


			Proxy Statement Summary

The Foundation is independently funded and operated, focusing on delivering high-impact, locally-driven support aligned with Nextdoor’s mission to enrich the lives of neighbors everywhere.

Corporate Governance Practices

We are committed to good corporate governance, which strengthens the accountability of our Board of Directors and promotes the long-term interests of our stockholders. Key elements of our independent Board of Directors and leadership practices are outlined below, and discussed further in this Proxy Statement:

Broad Expertise, Experience and Attributes

We strive to maintain a Board of Directors comprised of individuals with a broad range of expertise, experience and attributes. Moreover, 40% of our current directors identify as diverse and 30% of our current directors identify as female.

Independent Board and Committee Oversight

A majority of our directors are independent (nine out of ten current directors). Our independent directors conduct regular executive sessions.

All committees of the Board of Directors are composed of independent directors.

Lead Independent Director

If the positions of chairperson of our Board of Directors and chief executive officer are held by the same person, our Board of Directors may, by a majority vote of our independent directors, designate a lead independent director. Our lead independent director has well-defined responsibilities that are set forth in our corporate governance guidelines.

Comprehensive Risk Oversight Practices

Our Audit and Risk Committee oversees our comprehensive risk oversight practices, including cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas.

Corporate Responsibility and Sustainability

Our Nominating, Corporate Governance and Corporate Responsibility Committee oversees our programs relating to corporate responsibility and sustainability.

Annual Board Evaluation

Our Board of Directors and committees conduct self-evaluations annually to assess performance.

Related Party Transactions

Our Board of Directors has related party transaction standards for any direct or indirect involvement of a director or other related party in the company’s business activities.

Open Communication

Our directors maintain open communication and strong working relationships among themselves and have regular access to management.

Compensation Recovery Policy

We maintain a Compensation Recovery Policy that is applicable to our executive officers.

Stock Ownership Guidelines

In 2024, we adopted stock ownership guidelines applicable to our executive officers and directors.


4						2025 Proxy Statement


			Proxy Statement Summary

Our Community- First Approach

Nextdoor is committed to fostering a welcoming platform where neighbors in 11 countries can connect—both online and in real life. We believe vibrant neighborhoods are built on strong community ties, where neighbors, businesses, and public agencies rely on one another to share valuable information, goods, and services. To strengthen these connections, we continue to develop innovative products that enhance neighborhood engagement and vitality.

In 2024, we advanced this mission by refining predictive technology and machine learning, deepening civic partnerships, and providing nonpartisan election resources in the U.S. By investing in the well-being of our neighborhoods, we aim to cultivate strong, thriving communities everywhere.

Community Guidelines and Moderation

Nextdoor’s Community Guidelines are designed to keep interactions safe and productive. To uphold these standards, content moderation is primarily conducted by real people—volunteer community moderators who live in the neighborhoods they oversee—supported by Nextdoor’s trained Operations staff and automated moderation tools. Together, they help detect, review, and take action against three key types of guideline violations:

•Hurtful: Content that neighbors consider uncivil (e.g., insults, rudeness, name-calling).

•Harmful: Content that is illegal, fraudulent, or unsafe (e.g., violent, graphic, discriminatory).

•Other: Non-local content, spam, content posted in error.

Our localized approach ensures that moderation decisions account for community nuances, making conversations more relevant and responsive. With over 300,000 volunteer moderators, we champion differing viewpoints and constructive dialogue, positioning Nextdoor as a cornerstone of strong, engaged neighborhoods.

Investing in Safety- and Vitality-Driven Products

Maintaining neighborhood vitality and fostering a positive user experience are central to our mission. In 2024, we enhanced core features with AI and machine learning to improve engagement, trust, and fairness in moderation.

In particular, we refined key platform safety features to encourage constructive dialogue by reducing exposure to Hurtful content through toxicity models and filters. Our filtering system, which utilizes Google’s Perspective API and in-house detection tools, proactively limits the visibility of toxic material, easing the burden on moderators and promoting respectful discourse. This balanced approach safeguards neighborhood vitality while fostering meaningful conversations.

Some of our active in-product safety features include:

•Verification of real people and real businesses: Users must sign up using their real names and addresses, ensuring authenticity. Businesses undergo similar verification to build trust.

•Neighbor Pledge: New users agree to our Neighbor Pledge, reinforcing Community Guidelines and personal accountability.

•AI-driven solutions: Human moderators and AI-powered tools work together to maintain a positive environment. Features like the Kindness Reminder and Constructive Conversations Reminder analyze tone and suggest constructive edits, while generative AI helps users draft engaging and guideline-compliant posts.

•Notifications for removed content and in-product appeals: Users can appeal content removals or account suspensions in-app, while those who report content can also appeal if they believe moderation decisions were incorrect.


			2025 Proxy Statement						5


			Proxy Statement Summary

Collaboration with Non-Partisan Partners

We collaborate with leading civic groups in the U.S. to provide accurate and reliable information to neighbors. While national political content is not permitted on the Feed, we recognize that elections are significant to our neighbors. Ahead of the November 2024 U.S. election, we collaborated with Vote.org and Democracy Works to offer nonpartisan election information, including where, how, and when to vote. We also introduced an Elections Map to help neighbors easily locate their polling locations and other key resources.

To further enhance platform safety and engagement, we collaborate with leading experts, including our Neighborhood Vitality Board and academic institutions, to refine our features and tools, conduct strategic research, and address key challenges that impact neighborhood connections and online interactions. For example, in 2024, a Yale-led study on Nextdoor found that filtering highly toxic content does not negatively impact engagement, reinforcing that our platform can prioritize user well-being without sacrificing participation.

Through these efforts, Nextdoor continues to invest in a safer, more connected community where neighbors can engage constructively and authentically.

Talent Management and Development

Our Culture and Core Values

Community is at the heart of Nextdoor and our community of employees is the heart of the company. We are committed to attracting and retaining top talent by fostering an environment that promotes career growth and development. Our people practices are anchored in three core values:

•Build for community;

•Raise the bar; and

•Act like an owner.

We support these values and our workforce with competitive compensation, comprehensive benefits, and initiatives. By living these principles, we empower our people to thrive and contribute to the success of Nextdoor.

Talent Acquisition, Development and Retention

At Nextdoor, we prioritize the acquisition, development, and retention of talent at all levels of the organization. Our hiring managers, in partnership with the Talent Acquisition team, focus on recruiting the best people with a long-term vision for success. Each new hire undergoes a comprehensive, standardized process with a strong emphasis on behavioral-based interviewing, ensuring we select individuals who align with our values and goals.

Through our People Business Partner team, we invest in continuous development of our employees, offering resources that support career growth. We facilitate company-wide performance feedback and promotion cycles, along with employee recognition initiatives like our “Nextdoor Values Awards”. Our learning and development programs are designed to onboard new hires effectively and provide ongoing opportunities for skills development and compliance training.

To foster an environment where employees feel engaged, valued, and heard, we actively seek and respond to their feedback through surveys, one-on-one interactions, and “All Hands” meetings that bring the entire company together. By maintaining open lines of communication, we stay attuned to our employees’ needs, ensuring we continue to evolve as an employer of choice for both current and future team members.


6						2025 Proxy Statement


			Proxy Statement Summary

We strive to create a dynamic, inclusive environment that supports and values employees with a wide range of experiences and perspectives. Our Employee Resource Groups help foster a sense of community, strengthen connections, and contribute to a workplace where every employee feels valued.

Compensation, Benefits and Perks

We provide competitive compensation packages designed to meet the diverse needs of our employees. In addition to base salaries, equity awards, and sales commissions, these programs (which vary by country and region) include a 401(k) Plan with a company match, healthcare, vision, and dental insurance benefits, health savings and flexible spending accounts, flexible paid time off, and parental leave, and other benefits tailored to the specific needs of our employees such as family forming, caregiving and mental health resources. We also support and encourage our employees to give back to our communities by giving each employee “Volunteer Time Off” to dedicate to the causes that matter most to them. We continue to review and update our compensation and benefits programs.


			2025 Proxy Statement						7

Proxy Statement

for the 2025 Annual Meeting of Stockholders

NEXTDOOR HOLDINGS, INC.

420 Taylor Street

San Francisco, California 94102

April 21, 2025

Information About Solicitation and Voting

The accompanying proxy is solicited on behalf of the Board of Directors of Nextdoor Holdings, Inc. for use at our 2025 Annual Meeting of Stockholders, or Annual Meeting, to be held virtually at www.virtualshareholdermeeting.com/KIND2025 on Tuesday, June 10, 2025 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this Proxy Statement for the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 21, 2025. Our Annual Report for the fiscal year ended December 31, 2024 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is not intended to be incorporated into this Proxy Statement.

Internet Availability of Proxy Materials

In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.


8						2025 Proxy Statement

General Information About the Meeting

Purpose of the Annual Meeting

You are receiving this Proxy Statement because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

We intend to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any Internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders–regardless of size, resources, or physical location, saves us and our stockholders’ time and money, and reduces our environmental impact.

Record Date; Quorum

Only holders of record of our Class A common stock and Class B common stock at the close of business on April 14, 2024 (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 232,703,194 shares of Class A common stock and 147,881,514 shares of Class B common stock outstanding and entitled to vote. At the close of business on the Record Date, our directors and executive officers and their respective affiliates beneficially owned and were entitled to vote 23,401,011 shares of Class A common stock and 104,564,467 shares of Class B common stock at the Annual Meeting, or approximately 61.89% of the voting power of the shares of our Class A common stock and Class B common stock outstanding on such date. For at least ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, at 420 Taylor Street, San Francisco, California 94102.

The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.

Participating in the Annual Meeting

•Instructions on how to attend the Annual Meeting are posted at www.proxyvote.com.

•You may log in to the meeting platform beginning at 8:45 a.m. Pacific Time/ 11:45 a.m. Eastern Time on June 10, 2025. The meeting will begin promptly at 9:00 a.m. Pacific Time/ 12:00 p.m. Eastern Time.

•You will need the 16-digit control number provided in your proxy materials to attend the Annual Meeting at www.virtualshareholdermeeting.com/KIND2025.

•Stockholders of record and beneficial owners as of the Record Date may vote their shares electronically during the Annual Meeting.

•If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/KIND2025, type your question into the “Ask a Question” field, and click


			2025 Proxy Statement						9


General Information About the Meeting

“Submit.” If your question is properly submitted during the relevant portion of the meeting agenda, we will respond to your question during the live webcast, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition. We reserve the right to exclude questions that are irrelevant to meeting matters, irrelevant to the business of Nextdoor, or derogatory or in bad taste; that relate to pending or threatened litigation; that are personal grievances; or that are otherwise inappropriate (as determined by the chair of the Annual Meeting). A webcast replay of the Annual Meeting, including the Q&A session, will be archived on the “Investor Relations” section of our website, which is located at https://investors.nextdoor.com.

•If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/KIND2025. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will be available on the login page of the virtual meeting website.

Voting Rights; Required Vote

In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast, which means the one individual nominated for election to our Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL NOMINEES”, “WITHHOLD AUTHORITY FOR ALL NOMINEES”, or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Approval, on a non-binding advisory basis, of the compensation of our named executive officers will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal.


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			General Information About the Meeting

Recommendations of Our Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting


Proposal		Board Recommendation	Page Reference
Proposal No. 1	The election of the Class I directors named in this Proxy Statement.	FOR all nominees	25
Proposal No. 2	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR	35
Proposal No. 3	The approval, on a non-binding advisory basis, of the compensation of our named executive officers.	FOR	38

None of our non-employee directors have any substantial interest in any matter to be acted upon except with respect to the directors so nominated. None of our executive officers have any substantial interest in any matter to be acted upon other than Proposal No. 1 and Proposal No. 3.

Abstentions; Broker Non-Votes

Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. At the Annual Meeting, abstentions and proxies marked “withhold authority” will have no effect on Proposal No. 1, Proposal No. 2 or Proposal No. 3.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal No. 2 is considered a routine matter and brokers have disc

SEC Form DEF 14A filed by Nextdoor Holdings Inc.