Tolia Nirav N 4

What Happened

• Nirav Tolia (identified as a 10% owner) received two equity awards from Nextdoor on March 5, 2026: one restricted stock unit (RSU) award for 1,768,346 shares and one performance stock unit (PSU) award for 1,768,346 shares. Both grants were reported as awards (code A) at $0.00 (no cash purchase). The two grants sum to 3,536,692 shares at target (100% achievement).
• The PSU is a derivative, contingent on meeting performance targets; it may pay out between 0% and 200% of the reported PSU amount. The RSUs are service‑based and are not performance contingent.

Key Details

• Transaction date: March 5, 2026. Form filed: March 9, 2026 (within the standard 2 business‑day reporting window).
• Reported grant sizes: 1,768,346 RSUs + 1,768,346 PSUs = 3,536,692 shares at 100% target. PSU payout range: 0%–200% of the PSU grant (i.e., PSU could yield up to 3,536,692 shares if paid at 200%).
• Prices: $0.00 per share (award/grant, not a purchase or sale).
• Shares owned after transaction: not specified in this filing.
• Notable footnotes:
  • PSUs vest subject to achievement of four escalating stock price performance targets during a performance period from Jan 15, 2027 to Jan 15, 2030 and vest annually on Jan 15 (first possible vesting Jan 15, 2027). If performance is 0% the PSUs expire on Jan 15, 2030.
  • RSUs vest in 16 equal quarterly installments over four years (Apr/Jul/Oct/Jan), starting Apr 15, 2026; these RSUs do not expire.
• Transaction type: Award/Grant (A). These are compensation awards, not open‑market purchases or sales.

Context

• These awards are compensation-based grants. RSUs provide shares for continued service; PSUs require meeting performance goals before converting to shares and thus carry uncertainty.
• Because this is an award (not a purchase or sale), it does not by itself signal an immediate market buy/sell by the insider. For PSUs, final share delivery and economic value depend on future performance and vesting.