Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 23, 2024

Nextdoor Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-40246	86-1776836
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

420 Taylor Street

San Francisco, California

(Address of principal executive offices)

94102

(Zip Code)

(415) 344-0333

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	KIND	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 23, 2024, Nextdoor Holdings, Inc. (the “Company”) issued a press release announcing certain of its preliminary unaudited financial and operating results for the fourth quarter ended December 31, 2023, in connection with the planned orderly transition of its Chief Executive Officer in the second quarter of 2024. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

This information included in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it been deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements including, but not limited to, statements related to the Company’s preliminary unaudited financial and operating results for the fourth quarter ended December 31, 2023 and the planned orderly transition of its Chief Executive Officer in the second quarter of 2024. These forward-looking statements are based on management’s beliefs and assumptions and on information available to management as of the date they are made. However, investors should not place undue reliance on any such forward-looking statements because they speak only as of the date they are made. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the Company’s historical experience and its present expectations or projections. These risks and uncertainties include, but are not necessarily limited to, those described in the Company’s filings with the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number			Description
99.1			Press Release issued by Nextdoor Holdings, Inc., dated February 23, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NEXTDOOR HOLDINGS, INC.


Date: February 23, 2024	By:	/s/ Matt Anderson
		Matt Anderson
		Chief Financial Officer

Exhibit 99.1

Nextdoor Announces Leadership Transition and Reports Preliminary Q4 2023 Financial Results

•Nirav Tolia to be appointed Chief Executive Officer, President and Chairperson of the Board

•Sarah Friar to step down as Chief Executive Officer, President and Chairperson of the Board

•Announces Q4 WAU of 41.8M and Preliminary Unaudited Q4 Revenue of $56M

•Board approves a $150M increase to existing share repurchase authorization

•Company will report full Q4 2023 results as planned on Tuesday, February 27, 2024

SAN FRANCISCO, CA, February 23, 2024 - Today, Nextdoor (NYSE: KIND) announced that Nirav Tolia, co-founder of Nextdoor, will return to the company as Chief Executive Officer, President and Chairperson of the Board. Sarah Friar will step down as Chief Executive Officer, President and Chairperson of the Board, with an orderly transition in Q2 2024.

“Our Q4 results demonstrate renewed strength across all our key metrics. While there is never a perfect time for a transition, I feel the time is now right to put the company back in Nirav’s hands,” said Sarah Friar. “Since I joined in 2018, Nextdoor has nearly tripled to more than 88M Verified Neighbors, now reaching over 330,000 neighborhoods around the world. The people at Nextdoor have made the past five years such a special time in my life, and it is because of them that I am more optimistic than ever about our mission and momentum.”

“I’m delighted to return to Nextdoor, the company I founded to bring neighbors all over the world closer together,” said Nirav Tolia. “I’m immensely grateful to Sarah for her incredible leadership over the past five years, during which time Nextdoor became a public company, built a strong balance sheet, and scaled the business globally. I have loved working with Sarah and look forward to working together in the coming weeks as we transition seamlessly to this next phase for Nextdoor.”

The Company also provided the following preliminary unaudited fourth quarter 2023 financial results and supplemental details:

•WAU of 41.8M, an increase of 5% year-over-year and 3% quarter-over-quarter;

•Revenue of $56 million, exceeding its previously provided guidance range of $50 million to $52 million; and

•Cash, cash equivalents, and marketable securities of $531 million as of December 31, 2023.

Additionally, Nextdoor’s Board of Directors has authorized a $150M increase to the Company’s existing share repurchase authorization (for a total authorization of $250M; approximately $77M of which has been executed to date) and extension of the program until March 31, 2026.

Exhibit 99.1

About Nextdoor

Nextdoor (NYSE: KIND) is the neighborhood network. Neighbors, businesses of all sizes, and public agencies in more than 330,000 neighborhoods across 11 countries turn to Nextdoor to connect to the neighborhoods that matter to them so that they can thrive. As a purpose-driven company, Nextdoor leverages innovative technology to cultivate a kinder world where everyone has a neighborhood they can rely on — both online and in the real world. Download the app or join the neighborhood at nextdoor.com. For more information and assets, visit nextdoor.com/newsroom.

Safe Harbor Statement

This press release includes forward-looking statements, which are statements other than statements of historical facts and statements in the future tense. These statements include, but are not limited to, statements regarding the management transition plan and our preliminary financial and operating results for the fourth quarter of 2023.

Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date of this press release, and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors, including: our ability to scale our business and monetization efforts; our ability to expand business operations abroad; our limited operating history; risks associated with managing our growth; our ability to achieve and maintain profitability in the future; the effects of the highly competitive market in which we operate; the impact of macroeconomic conditions on our business; our ability to attract new and retain existing customers and users, or renew and expand our relationships with them; our ability to anticipate and satisfy customer preferences; market acceptance of our platform; our ability to successfully develop and timely introduce new products and services; our ability to achieve our objectives of strategic and operational initiatives; cybersecurity risks to our various systems and software; the impact of privacy and data security laws; and other general market, political, economic, and business conditions.

Additional risks and uncertainties that could affect our financial results and business are more fully described in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2023, filed with the Securities and Exchange Commission (“SEC”) on November 7, 2023, and our Annual Report on Form 10-K for the year ended December 31, 2023, expected to be filed on or about February 27, 2024, and our other SEC filings, which are available on the Investor Relations page of our website at investors.nextdoor.com and on the SEC’s 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 press release or to conform these statements to actual results or revised

Exhibit 99.1

expectations, except as required by law. Undue reliance should not be placed on the forward-looking statements in this press release.

Contacts

Nextdoor Media Relations:

Antonia Gray

press@nextdoor.com

Nextdoor Investor Relations:

John T. Williams

ir@nextdoor.com

Cover	Feb. 23, 2024
Cover [Abstract]
Entity Central Index Key	0001846069
Amendment Flag	false
Document Type	8-K
Document Period End Date	Feb. 23, 2024
Entity Registrant Name	Nextdoor Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40246
Entity Tax Identification Number	86-1776836
Entity Address, Address Line One	420 Taylor Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	(Address of principal executive offices)
City Area Code	415
Local Phone Number	344-0333
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Entity Emerging Growth Company	false
Trading Symbol	KIND
Security Exchange Name	NYSE