kvsb-20260420

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 20, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Nextdoor Holdings, Inc. (the “Annual Meeting”), which will be held virtually at www.virtualshareholdermeeting.com/NXDR2026 on Tuesday, June 9, 2026 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 9, 2026. The proxy statement and annual report are available at www.proxyvote.com.

Notice of Annual Meeting of Stockholders

Time & Date

Tuesday, June 9, 2026 at 9:00 a.m. Pacific Time / 12:00 p.m. Eastern Time

Place

Virtually at www.virtualshareholder

meeting.com/NXDR2026. There is no physical location for the Annual Meeting.

Record Date

Monday, April 13, 2026, 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 one Class II director of Nextdoor Holdings, Inc. to serve a three-year term expiring at the 2029 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, 2026.

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/NXDR2026. 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 7 of this Proxy Statement.


ii						2026 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 20, 2026.



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

April 20, 2026

NEXTDOOR HOLDINGS, INC.

420 Taylor Street

San Francisco, California 94102


			2025 Proxy Statement						iii

Table of Contents


			Proxy Statement Summary			1
			Information A bout Solicitation and Voting			7
			Internet Availability of Proxy Materials			7
			General Information A bout the Annual Meeting			8
			Board of Directors and Committees of the Board of Directors; Corporate Governance Standards and Director Independence			13
			Nominations Process and Director Qualifications			23
			Proposal No. 1: Election of Directors			24
			Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm			32
			Report of the Audit and Risk Committee			34
			Proposal No. 3: Advisory Vote on the Compensation of our Named Executive Officers			35
			Executive Officers			36
			Security Ownership of Certain Beneficial Owners and Management			37
			Executive Compensation			41
			Compensation Discussion and Analysis			41
			Report of the Compensation and People Development Committee			58
			Executive Compensation Tables			59
			Potential Payments Upon Termination or Change in Control			66
			CEO Pay Ratio			69
			Pay Versus Performance			69
			Equity Compensation Plan Information			75
			Certain Relationships and Related Party Transactions			76
			Additional Information			77
			Other Matters			79

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,” “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, 2025, 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 nine 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 one Class II director for a three-year term expiring at the 2029 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 one nominee standing for election. The nominee is currently serving as a director. Additional information about our director nominee and his qualifications can be found under the section titled “Proposal No. 1: Election of Directors—Nominees to Our Board of Directors”.

Name

Age

Director Since

David Sze

November 2021



						Board Recommendation "FOR" this proposal


			PROPOSAL NO. 2

SEC Form DEF 14A filed by Nextdoor Holdings Inc.