What changed in Nextdoor Holdings, Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Nextdoor Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+344 added−308 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-27)
Top changes in Nextdoor Holdings, Inc.'s 2025 10-K
344 paragraphs added · 308 removed · 234 edited across 8 sections
- Item 1A. Risk Factors+185 / −146 · 131 edited
- Item 7. Management's Discussion & Analysis+79 / −89 · 60 edited
- Item 1. Business+62 / −54 · 26 edited
- Item 5. Market for Registrant's Common Equity+8 / −9 · 7 edited
- Item 1C. Cybersecurity+4 / −4 · 4 edited
Item 1. Business
Business — how the company describes what it does
26 edited+36 added−28 removed16 unchanged
Item 1. Business
Business — how the company describes what it does
26 edited+36 added−28 removed16 unchanged
2024 filing
2025 filing
Biggest changeThis hybrid approach allows us to cater to businesses of all sizes, from small local advertisers to large global brands. Our self-serve platform empowers advertisers to independently manage campaigns with ease, offering tools for targeting, customization, and performance tracking.
Biggest changeGo-to-Market Approach Our go-to-market approach combines the scale and efficiency of our self-serve ads platform with the expertise of a dedicated global sales team. This hybrid approach allows us to cater to businesses of all sizes, from small local businesses to large global brands, across both self‑serve and managed campaigns.
The content of our websites and information that we may post on or provide to online and social media channels and information that can be accessed through our websites or these online and social media channels are not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our websites or these online and social media channels are intended to be inactive textual references only. 10 Table of Contents
The content of our websites and information that we may post on or provide to online and social media channels and information that can be accessed through our websites or these online and social media channels are not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our websites or these online and social media channels are intended to be inactive textual references only. 11 Table of Contents
The costs of complying with these laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are high and likely to increase in the future, particularly as the degree of regulation increases, our business grows and our geographic scope expands.
The costs of complying with these laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are high and likely to increase in the future, particularly as the extent of regulation increases, our business grows and our geographic scope expands.
Further, the impact of these laws and regulations may disproportionately affect our business in comparison to our peers in the technology sector with greater resources. Any failure on our part to comply with these laws and regulations may subject us to significant liabilities or penalties, or otherwise adversely affect our business, financial condition or operating results.
Further, the impact of these laws and regulations may disproportionately affect our business in comparison to our peers in the technology sector with greater resources. Any failure to comply may subject us to significant liabilities or penalties, or otherwise adversely affect our business, financial condition, or operating results.
Our business may also be affected by the adoption of any new or existing laws or regulations or changes in laws or regulations that would adversely affect the growth, popularity or use of the internet; significantly restrict or impose conditions on our ability to collect, store, augment, analyze, use and share data; augment consumer notice or consent requirements before a company can utilize cookies or other tracking technologies; or increase the liability of content platforms like us.
Our business may also be affected by the adoption of any new or existing laws or regulations or changes in laws or regulations that would adversely affect the growth, popularity or use of online services or the internet in general; significantly restrict or impose conditions on our ability to collect, store, augment, analyze, use and share data; modify or augment consumer notice or consent requirements before a company can utilize cookies or other tracking technologies; or increase the liability of content platforms like ours.
We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
We do not intend our use or display of other companies’ trade 10 Table of Contents names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
As of December 31, 2024, we had 10 issued patents in the United States. We cannot assure you that any of our patent applications will result in the issuance of a patent or whether the examination process will require us to narrow our claims.
As of December 31, 2025, we had 10 issued patent families in the United States. We cannot assure you that any of our patent applications will result in the issuance of a patent or whether the examination process will require us to narrow our claims.
Competition presents an ongoing threat to the success of our business .” Government Regulation We are subject to many U.S. federal and state and foreign laws, regulations, and industry standards that involve matters central to our business, including laws and regulations that involve data privacy, security and protection, intellectual property (including copyright and patent laws), content regulation, rights of publicity, advertising, marketing, health and safety, competition, protection of minors, age verification, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, telecommunications, AI and machine learning, and securities.
Competition presents an ongoing threat to the success of our business .” Government Regulation We are subject to many U.S. federal and state and foreign laws, regulations, and industry standards that involve matters central to our business, including laws and regulations that involve data privacy and protection, intellectual property (including trademark, copyright and patent laws), content regulation, rights of publicity, advertising and marketing, health and safety, competition, protection of 9 Table of Contents minors, age verification, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, telecommunications, AI and ML, and securities law compliance.
These laws include, but are not limited to, the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s General Data Protection Regulation (“UK GDPR”), Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), Australia’s Privacy Act 1988 and the Australian Privacy Principles (“APPs”), and the California Consumer Privacy Act (“CCPA”) along with similar privacy laws enacted in other U.S. states.
These laws include, but are not limited to, the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s General Data Protection Regulation (“UK GDPR”), Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), Australia’s Privacy Act 1988 and the Australian Privacy Principles (“APPs”), the California Consumer Privacy Act (“CCPA”), and the Virginia Consumer Data Protection Act (“VCDPA”), along with similar consumer privacy laws enacted in more than one third of U.S. states.
We rely on a variety of statutory and common-law frameworks and defenses relevant to the content available on the Nextdoor platform, including the Digital Millennium Copyright Act (the “DMCA”), the Communications Decency Act (“CDA”) and the fair-use doctrine in the United States, and the Electronic Commerce Directive in the European Union.
We rely on a variety of statutory, regulatory and common-law frameworks and defenses relevant to the content available on our platform, including the Digital Millennium Copyright Act (the “DMCA”), the Communications Decency Act (“CDA”) and the fair-use doctrine in the United States, the Digital Services Act in the European Union (the “DSA”), and the Electronic Commerce Directive in the European Union (the “E-Commerce Directive”).
As we introduce new products, as our platform evolves, or as other companies introduce new products and services, we may become subject to additional competition in other countries. We compete with other companies to attract, engage, and retain users and their time and attention.
As we introduce new products, as our platform evolves, or as other companies introduce new products and services, we may become subject to additional competition. We compete with other companies to attract, engage, and retain users and their engagement.
We are therefore subject to U.S. (federal, state, local) and foreign laws and regulations regarding data privacy, security, and protection, which encompass the processing of personal information from users, employees, and business partners.
We collect, store, use, share, and otherwise process data, some of which contains personal information. We are therefore subject to U.S. (federal and state) and foreign laws and regulations regarding data privacy and protection, which encompass the processing of personal information from users, employees, and business partners.
Further, it is possible that certain governments may seek to block or limit our products or otherwise impose other restrictions that may affect the accessibility or usability of any or all our products for an extended period of time or indefinitely. We communicate with lawmakers and regulators in the countries and regions in which we do business.
Further, it is possible that certain governments may seek to block or limit our products or otherwise impose other restrictions that may affect the accessibility or usability of any or all our products for an extended period of time or indefinitely.
Of these companies, we most directly compete with social media companies that offer local products to advertisers and users, including large companies such as Meta (including through Facebook and Instagram), Alphabet (including through Google), and other companies that provide home services, classifieds, real estate, recommendations, and search engines.
Of these companies, we most directly compete with social media companies that offer local products to advertisers and users, including large companies such as Meta (including Facebook and Instagram), Alphabet (including Google), and other similar service providers.
In addition, aspects of our platform compete with other products and services, including home services, classifieds, real estate, recommendations and search engines.
Aspects of our platform also compete with products and services including home services, classifieds, real estate, recommendations, news, alerts (including weather and traffic), and search engines.
For advertisers with more complex needs, our global sales force delivers personalized support throughout the marketing lifecycle, including campaign planning, optimization, and performance analysis. Strategically positioned across markets, our sales team focuses on attracting and retaining advertisers while driving measurable outcomes across all ad products. A Community First Approach Nextdoor continually innovates to facilitate productive neighborhood conversations.
Strategically positioned across markets, our sales team focuses on attracting and retaining advertisers while driving measurable outcomes across all ad products. A Community First Approach Nextdoor continually innovates to facilitate productive neighborhood conversations.
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.
To foster an environment where employees feel engaged, valued, and heard, we actively seek and respond to their feedback through surveys, direct leadership interactions, and “All Hands” meetings that bring the entire company together. This open feedback loop allows us to address evolving employee needs and sustain our status as an employer of choice.
They also provide valuable assistance in navigating the complexities of HR administration, including benefits, leave programs, and internal processes like job changes and promotions, ensuring a seamless and supportive experience for all employees. Competition We compete in almost every aspect of our business with companies that provide a variety of internet products, services, content, and online advertising.
By streamlining HR administration — including benefits management, leave programs, and internal mobility — we ensure a seamless and supportive operational infrastructure that allows our employees to focus on driving business results. Competition We compete in almost every aspect of our business with companies that provide a variety of internet products, services, content, and online advertising.
In addition, various countries around the world have adopted legislation, including the Digital Services Act (the “DSA”) in the European Union, the Online Safety Act 2021 in Australia, and the Online Safety Act in the United Kingdom, that may impose additional obligations or liability on us associated with content uploaded by users to our platform. 9 Table of Contents We collect, store, use, share, and otherwise process data, some of which contains personal information.
In addition, various countries around the world have adopted legislation, including the DSA in the European Union, the Online Safety Act 2021 in Australia, and the Online Safety Act in the United Kingdom, that may impose additional obligations or liability on us associated with user-generated content.
For additional information, please see the section entitled “ Risk Factors — Risks Related to Intellectual Property .” 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.
For additional information, please see the section entitled “ Risk Factors — Risks Related to Intellectual Property .” Talent Management and Development Our Culture and Core Values Community drives everything we do at Nextdoor, and our employees embody that spirit. We are committed to attracting and retaining top talent by fostering an environment that promotes professional growth and personal impact.
We have a dedicated policy team that monitors legal and regulatory developments and works with policymakers and regulators around the world to help ensure that our perspective is heard in matters of importance to us.
We engage with lawmakers and regulators in the countries and regions in which we do business to monitor legal and regulatory developments and ensure our perspective is heard on matters of importance to us.
Our People Operations team plays a key role in managing every stage of the employee experience, from onboarding to offboarding, and supporting the hybrid work environment that blends in-person and remote collaboration.
Employee Experience and Operations We continue to invest in HR technology platforms to automate and enhance the employee lifecycle experience, from onboarding to offboarding. Our People Operations function supports a flexible hybrid work environment that balances in-person collaboration with remote efficiency.
Equipped with specialized tools, these active neighbors help enforce Community Guidelines in their neighborhoods. Reports of specific types of content, such as misinformation or discriminatory remarks, are handled by Nextdoor’s operations staff to ensure consistent enforcement of our standards and policies.
These volunteer neighbor reviewers are equipped with specialized tools to review reported content and uphold Community Guidelines in a way that reflects the unique nuances of their neighborhoods. • Neighborhood Operations Team: Reports of specific types of content, including misinformation and discrimination, are escalated directly to Nextdoor’s internal operations staff. This ensures consistent, professional enforcement of our standards and policies.
Technology and Innovation Our continued investments in technology are dedicated to enhancing the products we offer to neighbors, business, and public agencies. At the core of our strategy is the use of AI and machine learning to deliver increasingly valuable experiences to neighbors and improving reach and performance to advertisers.
Technology and Innovation We continually invest in technology to enhance our offerings for neighbors, businesses, and public agencies. At the core of our strategy is the use of AI and ML, which powers personalized content distribution for neighbors and optimizes ad reach and performance for advertisers.
By leveraging our unique data set, we have developed AI-powered features that personalize content distribution, increasing relevance and making posts more engaging and useful. We are also further investing in our proprietary ad platform to enhance advertising solutions for businesses of all sizes.
By leveraging our unique data set, we have developed AI-powered features to increase relevance, engagement, and utility for all. We continue investing in our proprietary ad platform to deliver greater advertiser value, reduce advertiser effort, and enable businesses of all sizes to succeed on Nextdoor. Intellectual Property Our intellectual property and core technological innovations are integral components of our business.
There are also a number of legislative proposals pending before the U.S. Congress, various state legislatures and foreign governments concerning content regulation and data protection that could affect us.
Legislative proposals concerning content regulation and data protection remain pending before the U.S. Congress, various state legislatures, and foreign governments, and new laws or interpretations of existing laws may require us to modify our data processing practices and incur substantial compliance costs. We also use AI and ML technologies in our products and operations.
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Item 1. Business Overview 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.
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Item 1. Business Overview Nextdoor is the essential neighborhood network connecting over 105 million Verified Neighbors 1 to the people, places, and information that matter most in their local communities.
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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.
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Operating in over 350,000 neighborhoods across 11 countries, Nextdoor fosters trusted, real-world utility through locally relevant content and services, including news, real-time safety alerts, neighbor recommendations, for sale and free listings, and events. This focus on practical local value drives genuine, high-intent local engagement and supports a diverse ecosystem of neighbors and partners seeking to connect with neighbors.
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As of December 31, 2024, Nextdoor had more than 100 million Verified Neighbors, 1 46 million Weekly Active Users (WAU) and reached 1 in 3 households in the United States. Our Platform and Our Users Nextdoor’s platform is used by neighbors, businesses, and public agencies in 11 different countries to foster stronger, more engaged communities.
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Our platform is powered by unique geospatial technology and a proprietary advertising system that enables businesses of all sizes to reach highly engaged audiences with a local focus.
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Neighbors use Nextdoor to stay informed on local news, events, and relevant discussions, discover and support local businesses, and exchange goods and services. Businesses leverage Nextdoor to connect with these engaged communities through Business Pages and targeted advertising, while public agencies rely on the platform to share real-time updates, critical alerts, and pertinent information.
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Through these capabilities, Nextdoor helps strengthen local communities while providing partners — including small businesses, national brands, publishers, and civic and government agencies — with effective tools to communicate and engage locally at scale. As of December 31, 2025, Nextdoor had 21.0 million Platform Weekly Active Users (“Platform WAU”) and reached 1 in 3 households in the United States.
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On Nextdoor, neighbors, business, and public agencies engage through various features designed to strengthen local connections. The Feed delivers a dynamic, personalized stream of local posts, photos, discussions, and community updates tailored to each user.
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Our Platform and Our Users In 2025, we launched the new Nextdoor initiative, the first phase of a multi‑phase product transformation designed to create more engaging experiences for neighbors and partners and deliver enhanced value for advertisers.
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Our Search function bridges neighbors with businesses and resources, enabling users to discover local services, leave recommendations, and follow their favorite businesses, which we call Faves. With For Sale & Free neighbors can buy, sell, or donate items or offer services like dog walking.
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This evolution expands the platform beyond primarily neighbor-generated content to a dynamic feed enriched with timely, locally relevant information — including news and alerts — with artificial intelligence (“AI”) and machine learning (“ML”) used to help surface and personalize content for neighbors. The Nextdoor Ecosystem Nextdoor is built on the unique combination of neighbor identity, trust and proximity.
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Underpinning the Nextdoor platform is a rich local data set, including event details, recommendations, and insights into the interests and behaviors of neighbors and neighborhoods. This data powers Nextdoor’s unique local knowledge graph, enabling businesses to craft targeted advertising strategies while delivering relevant and engaging content to neighbors.
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Our platform is powered by our core constituencies: neighbors, businesses, and public agencies seeking to build stronger, more connected communities. Neighbors use Nextdoor to connect with their neighbors, follow local news, participate in conversations, discover and support local businesses, and exchange goods and services.
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With continually improving artificial intelligence (AI) and machine learning (ML) capabilities, Nextdoor improves the relevance and timeliness of notifications, provides proximate and personalized local content, optimizes ad creation and delivery, and fosters meaningful community engagement. By seamlessly connecting neighbors, businesses, and public agencies, Nextdoor strengthens the social fabric of communities and brings local connections to life.
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Businesses use our platform to reach high-intent audiences through free Business Pages and targeted advertising, while public agencies — including fire departments, law enforcement, and municipal offices — share real-time updates, critical alerts, and community information.
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In 2024, we announced our NEXT initiative, a longer-term effort to transform our product into an essential local application that can enrich 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.
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This ecosystem is further enhanced by more than 4,000 local news publishers whose content accounted, as of December 31, 2025, for approximately 7% of total feed volume, as well as alert partners such as Waze, Weather.com, and the U.S. Geological Survey. These partnerships deliver real-time traffic, weather, and safety notifications, increasing the relevance and utility of our platform.
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Our Advertising Solutions Nextdoor offers a comprehensive suite of advertising solutions designed to deliver exceptional value for businesses of all sizes. Our Nextdoor Ads Platform empowers businesses to connect with their local communities, build brand awareness, drive customer engagement, and generate measurable results.
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Key Features and Technology The user experience anchors on the Feed, a dynamic, personalized stream of neighbor posts, discussions, news, alerts, and community updates tailored by location. Our Search functionality connects neighbors to local businesses and resources, enabling discovery and recommendations that help drive visibility and loyalty for local businesses.
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To help businesses achieve these goals, we provide a wide range of key features and benefits: • Hyperlocal Targeting : Powered by our first-party data, Nextdoor’s unique neighborhood-level targeting capabilities enable advertisers to reach the right customers at the right time, ensuring their campaigns reach the most relevant audience and drive maximum impact. • Diverse Ad Formats : We offer a variety of engaging ad formats, including sponsored posts, lead generation forms, native display ads, and video ads to cater to different marketing objectives and creative strategies. 1 Verified Neighbors are individuals who have joined Nextdoor and completed the verification process for their account. 6 Table of Contents • Brand Safety and Trust : Nextdoor maintains a safe and trustworthy environment for both users and advertisers.
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Additionally, For Sale & Free facilitates a local marketplace where neighbors can buy, sell, or donate items within their communities. Our platform is built on a rich local data set that includes event details, recommendations, and insights into neighbor and neighborhood interests and behaviors.
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We have implemented strict brand safety measures and partner with independent third-party verification providers to ensure brand suitability and protect against fraud. Ad Auction and Delivery Nextdoor’s ad auction system prioritizes ad relevance, quality, and user experience. Our algorithms analyze various factors, including user interests, demographics and historical behavior, to select the most appropriate ads for each individual user.
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This proprietary data powers our unique local knowledge and neighbor graph, enabling more relevant content experiences for neighbors and more effective advertising solutions for businesses. Through ongoing enhancements in AI and ML capabilities, we continue to improve content personalization, notification relevance, and ad performance.
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This ensures that ads are engaging, informative, and enhance the overall user experience. Measurement and Attribution Our comprehensive measurement and attribution tools give advertisers the insight they need to assess campaign effectiveness. With conversion tracking, advertisers can measure the impact of their ads on key performance indicators, such as website visits, lead generation, and online sales.
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By seamlessly connecting neighbors, businesses, and public agencies, we continue to evolve Nextdoor into the most useful, real-time resource for neighborhoods—with a clear ambition: if it’s happening in your neighborhood, it’s on Nextdoor. 1 Verified Neighbors are individuals who have joined Nextdoor and completed the verification process for their account. 6 Table of Contents Our Advertising Solutions Nextdoor offers a comprehensive suite of advertising solutions designed to deliver measurable results for businesses of all sizes.
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We also offer advanced attribution modeling to help advertisers understand the customer journey and optimize their marketing spend. Go-to-Market Approach Nextdoor offers tailored solutions designed to meet the diverse needs and objectives of advertisers. Our go-to-market approach combines the power of our self-serve ads platform with the expertise of a dedicated global sales team.
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Our Nextdoor Ads Platform is built on a proprietary ad stack that includes the Nextdoor Ads Manager interface, our native ad server, and measurement and API tools. Together, these capabilities help businesses to connect with high-intent local audiences, build brand awareness, and drive customer engagement where decisions are made: in the neighborhood.
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We establish clear Community Guidelines, and use a combination of human moderators and advanced technology to cultivate civility and strengthen neighborhood ties. To ensure authenticity, Nextdoor requires users to sign up using their real names and addresses, creating a network of real people. Businesses undergo a similar verification process to establish trust.
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To help businesses achieve these goals, we provide a range of key features and benefits: • Hyperlocal Targeting : Powered by our first-party data from over 105 million Verified Neighbors, Nextdoor’s unique neighborhood-level targeting capabilities helps advertisers reach validated audiences based on neighborhood, interests, and real-world behavior.
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Upon joining, new users accept our Neighbor Pledge, which introduces Community Guidelines and reinforces personal accountability. As neighbors engage with the platform, a blend of human moderators and AI-driven solutions helps maintain a positive and productive environment. Tools like the Kindness Reminder and Constructive Conversations Reminders encourage respectful dialogue by analyzing tone and suggesting constructive edits.
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This is designed to help campaigns reach the most relevant neighborhoods to enhance impact. • Diverse Ad Formats : We offer a variety of engaging ad formats, including sponsored posts, lead generation forms, native display ads, and video ads to cater to different marketing objectives and creative strategies.
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Generative AI tools further empower neighbors by helping them draft posts that inspire positive community engagement or revise comments on posts to align with Community Guidelines. Local context is integral to our approach, which is why volunteer community reviewers are a core component of our moderation framework.
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In 2025, we expanded our creative capabilities with AI-powered tools that help advertisers generate locally relevant copy and imagery at scale. • Ad Auction and Delivery : Our ad auction system prioritizes ad relevance, quality, and user experience.
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This supports our goals of delivering greater advertiser value, reducing advertiser effort, and empowering businesses to thrive on Nextdoor. By prioritizing usefulness, trust, innovation, and customer value, Nextdoor is transforming the way people and businesses connect with neighborhoods worldwide. 7 Table of Contents Intellectual Property Our intellectual property and core technological innovations are integral components of our business.
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Our algorithms analyze user interests, demographics, and historical behavior to optimize performance for advertisers while maintaining feed quality for neighbors. • Measurement and Attribution: We provide robust measurement tools, including pixel-based and API-based conversion tracking, to help advertisers quantify impact.
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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.
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These insights allow businesses to track key performance indicators—such as website visits, leads, and online sales—and optimize their marketing spend based on clear attribution.
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By living these principles, we empower our people to thrive and contribute to the success of Nextdoor. As of December 31, 2024, we had 546 employees in the United States and in our international locations in Canada, the United Kingdom, and France.
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For advertisers seeking deeper insight into offline outcomes, our sales team also collaborates with independent measurement partners to run campaign‑specific brand lift and foot‑traffic studies, providing additional visibility into consumer perception and in‑store activity. • Brand Safety and Trust : We maintain a safe and trustworthy environment for both users and advertisers by implementing strict brand safety measures and partnering with independent third-party verification providers designed to help ensure brand suitability and help protect against fraud.
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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.
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In addition to buying directly through our platform, advertisers can work with select programmatic and data partners to reach Nextdoor audiences more efficiently using their existing programmatic workflows. Nextdoor Ads Manager (“NAM”) is the primary interface to our proprietary ad stack and powers our self-serve advertising channel by enabling advertisers to independently plan, launch, and optimize campaigns.
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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.
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Continued product investments in automated optimization, AI-driven creative support, and simplified campaign management have delivered measurable performance improvements, including higher click-through rates and lower cost-per-click for advertisers. For advertisers with more complex needs, our dedicated global sales team provides personalized support across our ad stack throughout the marketing lifecycle, including campaign planning, optimization, and performance analysis.
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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.
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We maintain this constructive and authentic environment through a multi-layered strategy that combines neighbor verification based on location with clear Community Guidelines, and a hybrid moderation model leveraging both advanced technology and human review. Real Identity and Verification To ensure authenticity, Nextdoor requires neighbors to sign up using their real names and addresses.
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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. Compensation, Benefits and Perks We provide employees with competitive compensation packages designed to meet the diverse needs of our employees.
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This verification process creates a network of real people, establishing a foundation of trust. Businesses, news partners, and public agencies undergo a similar verification process to establish trust within the ecosystem.
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In addition to base salaries, equity awards, and sales commissions for certain employees, these programs (which vary by country and region) include 8 Table of Contents 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.
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Hybrid Moderation Framework 7 Table of Contents We employ a three-tiered moderation framework to maintain a positive and productive environment. • AI and Automated Solutions: We utilize ML models to proactively detect and flag harmful content before it is visible. Features such as the Kindness Reminder and Constructive Conversations Reminder encourage respectful dialogue by analyzing tone and suggesting constructive edits.
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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. Inclusion and Belonging We strive to create a dynamic, inclusive environment that supports and values employees with a wide range of experiences and perspectives.
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From time to time, we test generative AI tools, including tools intended to help neighbors draft more constructive and engaging posts and comments in line with our Community Guidelines. • Community Moderation : Leveraging the local context known by our users, we support a network of over 200,000 volunteer community reviewers.
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Our Employee Resource Groups help foster a sense of community, strengthen connections, and contribute to a workplace where every employee feels valued. People Operations Our ongoing investments in technology platforms continue to help automate and customize the employee journey.
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Focus on Engagement Quality We aim to balance high‑quality interactions on our platform with growth in overall usage. From time to time, we adjust our notification and email strategies, including periods where we reduce or reconfigure volume to improve relevance and the overall neighbor experience.
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Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
131 edited+54 added−15 removed360 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
131 edited+54 added−15 removed360 unchanged
2024 filing
2025 filing
Biggest changeOur ability to attract and retain advertisers, and ultimately generate revenue, may be adversely affected by a number of factors, including but not limited to: • decreases in neighbor or advertiser engagement on the platform; • slower than anticipated growth in, or lack of growth or decreases in, the number of neighbors active on the platform; • the impact of macroeconomic conditions, whether in the advertising industry in general, among specific types of advertisers or within particular geographies, including but not limited to health epidemics or pandemics, actual or perceived instability in the global banking system, labor shortages, supply chain disruptions, the implementation of tariffs by the United States, China, or other governments, a potential recession, inflation and changing interest rates; • platform changes (such as the migration to our proprietary ad server) or inventory management decisions that change the size, format, frequency, or relative prominence of advertisements displayed on the platform; • competitors offering more attractive pricing for advertisements that we are unable or unwilling to match; • a decrease in the quantity or quality of advertisements shown to neighbors; • changes to laws, third-party policies or applications that limit our ability to deliver, target, or measure the effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google; • changes to demographics of our neighbors that make us less attractive to advertisers; • an increase in neighbors who exercise opt-out rights under privacy laws to restrict the advertisements they receive; • neighbors that upload content or take other actions that are deemed to be hostile, inappropriate, illicit, objectionable, illegal, or otherwise not consistent with the brand of our advertisers; • adverse government actions or legislative, regulatory, or other legal developments; • neighbor behavior or changes to the platform that may affect, among other things, the safety and security of other neighbors or the cultivation of a positive and inclusive online community; • adverse media reports or other negative publicity involving us; • implementing or enforcing policies, such as advertising policies, community guidelines, and other terms or service that are perceived negatively by advertisers; • our ability to develop and improve our products for advertisers; • limitations in, or reductions to, the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that are intended to demonstrate the value of our advertisements to advertisers; and • changes to our data privacy practices that affect the type or manner of advertising that we are able to provide, including as a result of changes to laws, regulations or regulatory actions, such as the European Union and United Kingdom’s respective General Data Protection Regulations (collectively, “GDPR”), European Directive 2002/58/EC (the “ePrivacy Directive”), the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”), the Australia Privacy Act 1988 along with the 2024 reforms thereto and the Australian Privacy Principles (“APPs”), the CCPA in California, and comparable U.S. state privacy laws in over a third of other states, or changes to third-party policies.
Biggest changeOur ability to attract and retain advertisers, and ultimately generate revenue, may be adversely affected by a number of factors, including but not limited to: • decreases in neighbor or advertiser engagement on the platform; • slower than anticipated growth in, or lack of growth or decreases in, the number of neighbors active on the platform; • the impact of macroeconomic conditions, whether in the advertising industry in general, among specific types of advertisers or within particular geographies, including but not limited to health epidemics or pandemics, actual or perceived instability in the global banking system, labor shortages, supply chain disruptions, the implementation of tariffs by the United States, China, or other governments, a potential recession, inflation and changing interest rates; • platform changes (such as the migration to our proprietary ad server) or inventory management decisions that change the size, format, frequency, or relative prominence of advertisements displayed on the platform; • competitors offering more attractive pricing for advertisements that we are unable or unwilling to match; • a decrease in the quantity or quality of advertisements shown to neighbors; • changes to laws, third-party policies or applications that limit our ability to deliver, target, or measure the effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google; • changes to demographics of our neighbors that make us less attractive to advertisers; • an increase in neighbors who exercise opt-out rights under privacy laws to restrict the advertisements they receive; • neighbors that upload content or take other actions that are deemed to be hostile, inappropriate, illicit, objectionable, illegal, or otherwise not consistent with the brand of our advertisers; • adverse government actions or legislative, regulatory, or other legal developments; • neighbor behavior or changes to the platform that may affect, among other things, the safety and security of other neighbors or the cultivation of a positive and inclusive online community; • adverse media reports or other negative publicity involving us; • implementing or enforcing policies, such as advertising policies, community guidelines, and other terms or service that are perceived negatively by advertisers; • our ability to develop and improve our products for advertisers; • the rapid evolution of advertising formats driven by AI, which may change how advertisements are delivered, targeted, and measured, and reduce demand for our current advertising products if we are unable to adapt our offerings competitively; • advertiser uncertainty regarding their own legal and compliance obligations, including with respect to AI, which may cause such advertisers to reduce or eliminate spending on AI-enhanced or algorithmically-targeted advertising products; • limitations in, or reductions to, the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that are intended to demonstrate the value of our advertisements to advertisers; and 13 Table of Contents • changes to our data privacy practices that affect the type or manner of advertising that we are able to provide, including as a result of changes to laws, regulations or regulatory actions, such as the European Union’s Regulation (EU) 2016/679 (General Data Protection Regulation) (“EU GDPR”) and the United Kingdom’s Data Protection Act 2018 and UK General Data Protection Regulation (“UK GDPR” and the foregoing, collectively, “GDPR”), European Directive 2002/58/EC (the “ePrivacy Directive”), the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”), the Australia Privacy Act 1988 along with the 2024 reforms thereto and the Australian Privacy Principles (“APPs”), the California Consumer Privacy Act of 2018 (as amended, the “CCPA”) in California, and comparable U.S. state privacy laws in over a third of other states, or changes to third-party policies.
While the United States and the European Union reached agreement on the EU-US Data Privacy Framework (and similar agreements were reached with respect to the United Kingdom) and we currently self-certify to both the EU-US Data Privacy Framework and the UK Extension, there are legal challenges to this data transfer mechanism as well, which could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations and could adversely affect our financial results.
While the United States and the European Union reached agreement on the EU-US Data Privacy Framework (and similar agreements were reached with respect to the United Kingdom and Switzerland), and we currently self-certify to both the EU-US Data Privacy Framework and the UK Extension to the EU-US Data Privacy Framework, there are legal challenges to this data transfer mechanism as well, which could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations and could adversely affect our financial results.
Among other things, our Certificate of Incorporation and Bylaws include provisions that: • provide that our Board of Directors is classified into three classes of directors with staggered three-year terms; • permit our Board of Directors to establish the number of directors and fill any vacancies and newly created directorships; • require super-majority voting to amend some provisions in our Certificate of Incorporation and Bylaws; • authorize the issuance of “blank check” preferred stock that our Board of Directors could use to implement a stockholder rights plan; • provide that only our chairperson of the Board of Directors, our chief executive officer, the lead independent director or a majority of our Board of Directors will be authorized to call a special meeting of stockholders; • eliminate the ability of our stockholders to call special meetings of stockholders; • do not provide for cumulative voting; • provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders; • provide for a dual class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and other significant corporate transactions, such as a merger or other sale of our company or its assets; • prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • provide that our Board of Directors is expressly authorized to make, alter, or repeal our Bylaws; and • establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Among other things, our Certificate of Incorporation and Bylaws include provisions that: • provide that our Board of Directors is classified into three classes of directors with staggered three-year terms; • permit our Board of Directors to establish the number of directors and fill any vacancies and newly created directorships; • require super-majority voting to amend some provisions in our Certificate of Incorporation and Bylaws; • authorize the issuance of “blank check” preferred stock that our Board of Directors could use to implement a stockholder rights plan; • provide that only our chairperson of the Board of Directors, our chief executive officer, the lead independent director or a majority of our Board of Directors will be authorized to call a special meeting of stockholders; • eliminate the ability of our stockholders to call special meetings of stockholders; • do not provide for cumulative voting; • provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders; 42 Table of Contents • provide for a dual class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and other significant corporate transactions, such as a merger or other sale of our company or its assets; • prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • provide that our Board of Directors is expressly authorized to make, alter, or repeal our Bylaws; and • establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
There are many factors that could negatively impact our ability to grow, retain and engage current and prospective neighbors, including but not limited to: • neighbors increasing their engagement with competitors’ platforms, products or services instead of, or more frequently than, our platform; • changes in the amount of time neighbors spend across all applications and platforms, including our platform; • failing to introduce platform enhancements that neighbors find engaging or if we introduce new features, terms, policies or procedures, or make changes to our platform, including changes we are implementing with our NEXT initiative, that are not favorably received by current or prospective neighbors; • technical or other problems frustrating the neighbor experience, such as problems that prevent us from delivering our service in a fast and reliable manner; • neighbors having difficulty installing, updating or otherwise accessing the Nextdoor platform on mobile devices through the app or web browsers; • neighbor behavior on the Nextdoor platform changing, including a decrease in the quality and frequency of content shares on the platform; • decreases in neighbor or advertiser sentiment due to questions about the quality or usefulness of our platform, concerns about the nature of content made available on the platform, concerns related to privacy, safety, security, well-being or other factors; • changes mandated by legislation, government and regulatory authorities, or litigation that adversely impact our platform or neighbors; • failing to obtain or attract engaging third-party content; • third parties preventing their content from being displayed on the Nextdoor platform; • changes we may make to how we promote different features on our platform; • initiatives designed to attract and retain neighbors and engagement are unsuccessful or discontinued, whether as a result of actions by us, third parties, or otherwise; • we, or other partners and companies in the industry are the subject of adverse media reports or other negative publicity; • we are unable to combat spam, harassment, cyberbullying or other hostile, inappropriate, abusive or offensive content or usage on our platform; or • we cannot preserve and enhance our brand and reputation as a trusted neighborhood networking community.
There are many factors that could negatively impact our ability to grow, retain and engage current and prospective neighbors, including but not limited to: • neighbors increasing their engagement with competitors’ platforms, products or services instead of, or more frequently than, our platform; • changes in the amount of time neighbors spend across all applications and platforms, including our platform; • failing to introduce platform enhancements that neighbors find engaging or if we introduce new features, terms, policies or procedures, or make changes to our platform, including changes we are implementing with our new Nextdoor initiative, that are not favorably received by current or prospective neighbors; • technical or other problems frustrating the neighbor experience, such as problems that prevent us from delivering our service in a fast and reliable manner; • neighbors having difficulty installing, updating or otherwise accessing the Nextdoor platform on mobile devices through the app or web browsers; • neighbor behavior on the Nextdoor platform changing, including a decrease in the quality and frequency of content shares on the platform; • decreases in neighbor or advertiser sentiment due to questions about the quality or usefulness of our platform, concerns about the nature of content made available on the platform, concerns related to privacy, safety, security, well-being or other factors; • changes mandated by legislation, government and regulatory authorities, or litigation that adversely impact our platform or neighbors; • failing to obtain or attract engaging third-party content; • third parties preventing their content from being displayed on the Nextdoor platform; • changes we may make to how we promote different features on our platform; • initiatives designed to attract and retain neighbors and engagement are unsuccessful or discontinued, whether as a result of actions by us, third parties, or otherwise; • we, or other partners and companies in the industry are the subject of adverse media reports or other negative publicity; 15 Table of Contents • we are unable to combat spam, harassment, cyberbullying or other hostile, inappropriate, abusive or offensive content or usage on our platform; or • we cannot preserve and enhance our brand and reputation as a trusted neighborhood networking community.
While we consistently evaluate opportunities to reduce our operating costs and optimize efficiencies, including, for example, through our workforce reductions in 2023 and 2024, we cannot guarantee that these efforts will be successful or that we will not re-accelerate operating expenditures in the future in order to capitalize on growth opportunities.
While we consistently evaluate opportunities to reduce our operating costs and optimize efficiencies, including, for example, through our workforce reductions in 2023, 2024, and 2025, we cannot guarantee that these efforts will be successful or that we will not re-accelerate operating expenditures in the future in order to capitalize on growth opportunities.
We may have greater than anticipated tax liabilities, which could harm our business, revenue and financial results. We operate in a number of tax jurisdictions globally, including in the United States at the federal, state and local levels, and in many foreign countries, and may continue to expand the scale of our operations in the future.
We may have greater than anticipated tax liabilities, which could harm our business, revenue and financial results. We operate in a number of tax jurisdictions globally, including in the United States at the federal, state and local levels, and in foreign countries, and may continue to expand the scale of our operations in the future.
For example, in 2023 and 2024, in response to changing economic conditions and in an effort to support our growth, scale and profitability objectives, reduce our operational costs and improve our organizational efficiency, we executed restructuring plans, which included a restructuring and reduction of the current workforce.
For example, in 2023, 2024 and 2025, in response to changing economic conditions and in an effort to support our growth, scale and profitability objectives, reduce our operational costs and improve our organizational efficiency, we executed restructuring plans, which included a restructuring and reduction of the current workforce.
We believe that our ability to compete depends upon many factors both within and beyond our control, including: • the popularity, usefulness, ease of use, performance, and reliability of our platform compared to our competitors’ products; • the size and composition of our neighbor base; • the engagement of neighbors with our platform and competing products; • first- and third-party data available to us relative to our competitors; • our ability to attract and retain advertisers who use our free or paid advertisements services; • the timing and market acceptance of developments and enhancements to our platform or our competitors’ products; • our safety and security efforts and our ability to protect neighbor data and to provide neighbors with control over their data; • our ability to distribute our platform to new and existing neighbors; • our ability to effectively monetize our platform; • the successful implementation of platform changes, such as the migration to our proprietary ad server and introduction of AI technologies into our platform, and our NEXT initiative; • the frequency, size, format, quality, and relative prominence of the advertisements displayed by us or our competitors; 15 Table of Contents • customer service and support efforts; • marketing and selling efforts, including our ability to measure the effectiveness of our advertisements and to provide advertisers with a compelling return on their investments; • our ability to establish and maintain publisher interest in integrating their content with our platform; • changes mandated by legislation, regulatory authorities, or litigation, some of which may have a disproportionate effect on us; • acquisitions or consolidation within our industry, which may result in more formidable competitors; • our ability to attract, retain, and motivate talented employees, particularly software engineers, designers, and product managers; • our ability to cost-effectively manage and grow our operations; and • our reputation and brand strength relative to those of our competitors.
We believe that our ability to compete depends upon many factors both within and beyond our control, including: • the popularity, usefulness, ease of use, performance, and reliability of our platform compared to our competitors’ products; • the size and composition of our neighbor base; • the engagement of neighbors with our platform and competing products; • first- and third-party data available to us relative to our competitors; • our ability to attract and retain advertisers who use our free or paid advertisements services; • the timing and market acceptance of developments and enhancements to our platform or our competitors’ products; 16 Table of Contents • our safety and security efforts and our ability to protect neighbor data and to provide neighbors with control over their data; • our ability to distribute our platform to new and existing neighbors; • our ability to effectively monetize our platform; • the successful implementation of platform changes, such as the migration to our proprietary ad server and introduction of AI technologies into our platform, and our new Nextdoor initiative; • the frequency, size, format, quality, and relative prominence of the advertisements displayed by us or our competitors; • customer service and support efforts; • marketing and selling efforts, including our ability to measure the effectiveness of our advertisements and to provide advertisers with a compelling return on their investments; • our ability to establish and maintain publisher interest in integrating their content with our platform; • changes mandated by legislation, regulatory authorities, or litigation, some of which may have a disproportionate effect on us; • acquisitions or consolidation within our industry, which may result in more formidable competitors; • our ability to attract, retain, and motivate talented employees, particularly software engineers, designers, and product managers; • our ability to cost-effectively manage and grow our operations; and • our reputation and brand strength relative to those of our competitors.
We collect, store, use, share, and otherwise process data, some of which contains personal information about individuals including, but not limited to, our neighbors, employees and partners including, contact details, network details, and location data. We are therefore subject to U.S.
We collect, store, use, share, and otherwise process data, some of which contains personal information about individuals including, but not limited to, our neighbors, employees and partners including contact details, demographic network details, and location data. We are therefore subject to U.S.
Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data and there have been attempts at the federal level to introduce privacy legislation.
Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data, and there have been numerous attempts to introduce privacy legislation at the federal level.
Further, in 2023 and 2024, in response to changing economic conditions and in an effort to reduce our operational costs and improve our organizational efficiency, we executed restructuring plans, which included a restructuring and reduction of the current workforce.
Further, in 2023, 2024, and 2025, in response to changing economic conditions and in an effort to reduce our operational costs and improve our organizational efficiency, we executed restructuring plans, which included a restructuring and reduction of the current workforce.
If our offerings draw controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI models and systems, we may experience brand, reputational, and/or competitive harm, or could face legal liability.
If our offerings draw controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences or are controversial because of unintended impacts to rights, privacy, employment, or other social, economic, or political issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI models and systems, we may experience brand, reputational, and/or competitive harm, or could face legal liability.
In addition, existing laws and regulations may be interpreted, or new laws and regulations regarding AI have been and may in the future be adopted and interpreted, in ways which could negatively affect the way we use AI in our products.
Existing laws and regulations may be interpreted, or new laws and regulations regarding AI have been and may in the future be adopted and interpreted, in ways which could negatively affect the way we use AI in our products.
Factors that could cause fluctuations in the trading price of our Class A common stock include the following: • actual or anticipated fluctuations in our user growth, retention, engagement, revenue, or other operating results; • developments involving our competitors; • variations between our actual operating results and the expectations of securities analysts, investors, and the financial community; • actual or anticipated fluctuations in our quarterly or annual operating results; 37 Table of Contents • any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information, or our failure to meet expectations based on this information; • publication of research reports by securities analysts about us, our competitors or our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • additional shares of our Class A common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales; • additions and departures of key personnel; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A common stock available for public sale; • announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; • announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base or the level of user engagement; • changes in operating performance and stock market valuations of technology companies in our industry, including our partners and competitors; • the impact of interest rate increases on the overall stock market and the market for technology company stocks; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and • other events or factors, including those resulting from recessions, the implementation of tariffs by the United States, China, or other governments, inflation, changing interest rates, local and national elections, actual or perceived instability in the global banking system, international currency fluctuations, corruption, political instability and acts of war or terrorism, such as the wars in Ukraine and the Middle East.
Factors that could cause fluctuations in the trading price of our Class A common stock include the following: • actual or anticipated fluctuations in our user growth, retention, engagement, revenue, or other operating results; • developments involving our competitors; • variations between our actual operating results and the expectations of securities analysts, investors, and the financial community; • actual or anticipated fluctuations in our quarterly or annual operating results; • any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information, or our failure to meet expectations based on this information; • publication of research reports by securities analysts about us, our competitors or our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • additional shares of our Class A common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales; • additions and departures of key personnel; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of our Class A common stock available for public sale; 40 Table of Contents • announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; • announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base or the level of user engagement; • changes in operating performance and stock market valuations of technology companies in our industry, including our partners and competitors; • the impact of interest rate increases on the overall stock market and the market for technology company stocks; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and • other events or factors, including those resulting from recessions, the implementation of tariffs by the United States, China, or other governments, inflation, changing interest rates, local and national elections, actual or perceived instability in the global banking system, international currency fluctuations, corruption, political instability, acts of war or terrorism, and general global conflicts.
In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our systems, or associated degradations or interruptions of service or failures to fulfill our commitments to our neighbors, have in the past led to, and may in the future lead to, outcomes including damage to our reputation, loss of neighbors, loss of advertisers, loss of revenue, regulatory 24 Table of Contents inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business, operating results, and financial condition.
In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our systems, or associated degradations or interruptions of service or failures to fulfill our commitments to our neighbors, have in the past led to, and may in the future lead to, outcomes including damage to our reputation, loss of neighbors, loss of advertisers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business, operating results, and financial condition.
There have been various federal and state legislative efforts to restrict the scope of the protections available to online platforms under the CDA, in particular with regards to Section 230 of the CDA, and current protections from liability for third-party content in the United States could decrease or change. Although the U.S.
There have been various federal and state legislative efforts to restrict the scope of the protections available to online platforms under the CDA, in particular with regards to Section 230 of the CDA, and current protections from liability for harms resulting from third-party content in the United States could decrease or change. Although the U.S.
If any of these events occur, our business, operating results, and financial condition could be harmed. 29 Table of Contents While we rely on a variety of statutory and common-law frameworks and defenses, including those provided by the DMCA, the CDA, the fair-use doctrine in the United States and the Electronic Commerce Directive in the European Union, differences between statutes, limitations on immunity, requirements to maintain immunity, and moderation efforts in the many jurisdictions in which we operate may affect our ability to rely on these frameworks and defenses, or create uncertainty regarding liability for information or content uploaded by neighbors and advertisers or otherwise contributed by third-parties to our platform.
If any of these events occur, our business, operating results, and financial condition could be harmed. 31 Table of Contents While we rely on a variety of statutory and common-law frameworks and defenses, including those provided by the DMCA, the CDA, the fair-use doctrine in the United States and the E-Commerce Directive in the European Union, differences between statutes, limitations on immunity, requirements to maintain immunity, and moderation efforts in the many jurisdictions in which we operate may affect our ability to rely on these frameworks and defenses, or create uncertainty regarding liability for information or content uploaded by neighbors and advertisers or otherwise contributed by third-parties to our platform.
Such changes may lead to uncertainties or increased costs and risks surrounding the prosecution, validity, ownership, enforcement, and 34 Table of Contents defense of our issued patents and patent applications and other intellectual property, the outcome of third-party claims of infringement, misappropriation, or other violation of intellectual property brought against us and the actual or enhanced damages (including treble damages) that may be awarded in connection with any such current or future claims, and could have a material adverse effect on our business.
Such changes may lead to uncertainties or increased costs and risks surrounding the prosecution, validity, ownership, enforcement, and defense of our issued patents and patent applications and other intellectual property, the outcome of third-party claims of infringement, misappropriation, or other violation of intellectual property brought against us and the actual or enhanced damages (including treble damages) that may be awarded in connection with any such current or future claims, and could have a material adverse effect on our business.
The GDPR prohibits transfers of personal information from the European Economic Area (“EEA”) or United Kingdom to countries not formally deemed adequate by the European Commission or the UK Information Commission Office, respectively, including the United States, unless a particular compliance mechanism (and, if necessary, certain safeguards) is implemented.
The GDPR prohibit transfers of personal information from the European Economic Area (“EEA”) or United Kingdom to countries not formally deemed adequate by the European Commission or the UK Information Commission Office, respectively, including the United States, unless a particular compliance mechanism (and, if necessary, certain safeguards) is implemented.
In addition, as we continue to expand internationally, we expect to incur increased expenses for employee compensation and other operating expenses at non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher.
In addition, if we continue to expand internationally, we expect to incur increased expenses for employee compensation and other operating expenses at non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher.
Supreme Court declined to narrow the scope of Section 230 in its Gonzalez v. Google decision, there are still legislative efforts to amend the CDA, which if successful could expose us to additional lawsuits and potential judgments that could seriously harm our business.
Supreme Court declined to narrow the scope of Section 230 in its Gonzalez v. Google decision, there are still legislative efforts to amend the CDA, which if successful could expose us to additional lawsuits and potential judgments that could significantly harm our business.
Were it determined that our use was not in compliance with a particular license, we may be required to release our proprietary source code, defend claims, pay damages for breach of contract or copyright infringement, grant licenses to our patents, re-engineer our platform, or take other remedial action that may divert resources away from our product development efforts, any of which could negatively impact our business.
Were it determined that our use was not in compliance with a particular license, we may be required to 39 Table of Contents release our proprietary source code, defend claims, pay damages for breach of contract or copyright infringement, grant licenses to our patents, re-engineer our platform, or take other remedial action that may divert resources away from our product development efforts, any of which could negatively impact our business.
Our operating results in any given quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including, but not limited to: • our ability to generate revenues from our platform; • our ability to acquire, retain, and grow our neighbors and neighbor engagement on our platform; • ability to attract and retain advertisers; • ability to recognize revenue or collect payments from advertisers in a particular period; • fluctuations in spending by our advertisers due to macroeconomic conditions, seasonality, episodic regional or global events, or other factors; • changes in domestic and global business and macroeconomic conditions, including the implementation of tariffs by the United States, China, or other governments, actual or perceived instability in the global banking system, potential recession, local and national elections, inflation, changing interest rates, and the wars in Ukraine and the Middle East; • fluctuations in internet usage generally; • the number, prominence, size, format, quality and relevancy of advertisements shown to neighbors; • the success of technologies designed to block the display of advertisements; • changes to third-party policies or applications that limit our ability to deliver, target, or measure the effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google; 25 Table of Contents • the pricing of our advertisements; • the timing, cost of and mix of new and existing sales and marketing and promotional efforts; • the availability of our platform and app on mobile devices and other third-party platforms; • changes to our platform or the development and introduction of new products or services by our competitors; • changes in advertising industry association rules and standards that limit our ability to deliver, target or measure the effectiveness of advertising, such as the Network Advertising Initiative, and Interactive Advertising Bureau; • neighbor behavior or platform changes that may reduce traffic to features of the platform that we monetize; • system failures, disruptions, breaches of security or privacy, whether on our platform or on those of third parties, and the costs associated with any such breaches and remediation; • negative publicity associated with our platform, including as a result of content on our platform, security breaches and neighbor privacy concerns that may result in advertisers reducing or eliminating their spend with us; • health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases or viruses; • the use of our cash, cash equivalents, and marketable securities, including to repurchase shares of our outstanding Class A common stock or to make acquisitions or investments; • the timing of incurring additional expenses, such as increases in sales and marketing or research and development; • adverse litigation judgments, settlements, or other litigation-related costs; • changes in the legislative or regulatory environment, including with respect to privacy and cybersecurity, or actions by governments or regulators, including fines, orders, or consent decrees; and • changes in U.S. generally accepted accounting principles.
Our operating results in any given quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including, but not limited to: • our ability to generate revenues from our platform; • our ability to acquire, retain, and grow our neighbors and neighbor engagement on our platform; • ability to attract and retain advertisers; • ability to recognize revenue or collect payments from advertisers in a particular period; • fluctuations in spending by our advertisers due to macroeconomic conditions, seasonality, episodic regional or global events, or other factors; • changes in domestic and global business and macroeconomic conditions, including the implementation of tariffs by the United States, China, or other governments, actual or perceived instability in the global banking system, potential recession, local and national elections, inflation, changing interest rates, and geopolitical conflicts; • fluctuations in internet usage generally; • the number, prominence, size, format, quality and relevancy of advertisements shown to neighbors; • the success of technologies designed to block the display of advertisements; • changes to third-party policies or applications that limit our ability to deliver, target, or measure the effectiveness of advertising, including changes by mobile operating system and browser providers such as Apple and Google; • the pricing of our advertisements; • the timing, cost of and mix of new and existing sales and marketing and promotional efforts; • the availability of our platform and app on mobile devices and other third-party platforms; • changes to our platform or the development and introduction of new products or services by our competitors; 27 Table of Contents • changes in advertising industry association rules and standards that limit our ability to deliver, target or measure the effectiveness of advertising, such as the Network Advertising Initiative, and Interactive Advertising Bureau; • neighbor behavior or platform changes that may reduce traffic to features of the platform that we monetize; • system failures, disruptions, breaches of security or privacy, whether on our platform or on those of third parties, and the costs associated with any such breaches and remediation; • negative publicity associated with our platform, including as a result of content on our platform, security breaches and neighbor privacy concerns that may result in advertisers reducing or eliminating their spend with us; • health epidemics, such as pandemics, influenza, and other highly communicable diseases or viruses; • the use of our cash, cash equivalents, and marketable securities, including to repurchase shares of our outstanding Class A common stock or to make acquisitions or investments; • the timing of incurring additional expenses, such as increases in sales and marketing or research and development; • adverse litigation judgments, settlements, or other litigation-related costs; • changes in the legislative or regulatory environment, including with respect to privacy and cybersecurity, or actions by governments or regulators, including fines, orders, or consent decrees; and • changes in U.S. generally accepted accounting principles.
Effectively managing our growth may also be more difficult to accomplish the longer that our employees, our advertisers, neighbors and the overall economy is impacted due to macroeconomic conditions and factors, including but not limited to the impacts related to the actual or perceived instability in the global banking system, labor shortages, supply chain disruptions, a potential recession, the implementation of tariffs by the United States, China, or other governments, changing interest rates and inflation, and the wars in Ukraine and the Middle East.
Effectively managing our growth may also be more difficult to accomplish the longer that our employees, our advertisers, neighbors and the overall economy is impacted due to macroeconomic conditions and factors, including but not limited to the impacts related to the actual or perceived instability in the global banking system, labor shortages, supply chain disruptions, a potential recession, the implementation of tariffs by the United States, China, or other governments, changing interest rates and inflation, and the war in Ukraine and the conflicts in the Middle East and Venezuela.
In addition, our effective tax rate may change from year to year based on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws and the applicable tax rates in these jurisdictions 28 Table of Contents (including future tax laws that may become material), tax treaties between countries, our eligibility for benefits under those tax treaties and the valuation of deferred tax assets and liabilities.
In addition, our effective tax rate may change from year to year based on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws and the applicable tax rates in these jurisdictions (including future tax laws that may become material), tax treaties between countries, our eligibility for benefits under those tax treaties and the valuation of deferred tax assets and liabilities.
Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management 33 Table of Contents evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC.
Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC.
If we were to change our verification methods, that may adversely impact our ability to add new neighbors or retain existing neighbors. 14 Table of Contents Our business is highly competitive. Competition presents an ongoing threat to the success of our business. We compete with companies that provide a variety of internet products, services, content, and online advertising.
If we were to change our verification methods, that may adversely impact our ability to add new neighbors or retain existing neighbors. Our business is highly competitive. Competition presents an ongoing threat to the success of our business. We compete with companies that provide a variety of internet products, services, content, and online advertising.
Such changes could result in an increase in the effective tax rate applicable to all or a portion of our income, which would negatively affect our financial results. We cannot guarantee that our Share Repurchase Program will be fully consummated or that it will enhance long-term stockholder value.
Such changes could result in an increase in the effective tax rate applicable to all or a portion of our income, which would negatively affect our financial results. 30 Table of Contents We cannot guarantee that our Share Repurchase Program will be fully consummated or that it will enhance long-term stockholder value.
We have internal and publicly posted policies, statements and notices regarding our collection, processing, use, disclosure, deletion and security of information, and in the event that a court or regulator finds these statements to be deceptive, unfair, inaccurate, inadequate, or misrepresentative of our actual practices, we could also be exposed to legal or regulatory liability.
We have internal and publicly posted policies, statements and notices regarding our collection, processing, use, disclosure, deletion and security of personal and non-personal information, and in the event that a court or regulator finds these statements to be deceptive, unfair, inaccurate, inadequate, or misrepresentative of our actual practices, we could be exposed to legal or regulatory liability.
Our brand and reputation may also be negatively affected by the content or actions of neighbors that are deemed to be hostile or inappropriate to other neighbors, by the actions of neighbors acting under false or inauthentic identities, by the use of our platform to 18 Table of Contents disseminate misleading or false information, the use of our platform for fraudulent schemes and scams, or by the use of our service for illicit, illegal or objectionable ends.
Our brand and reputation may also be negatively affected by the content or actions of neighbors that are deemed to be hostile or inappropriate to other neighbors, by the actions of neighbors acting under false or inauthentic identities, by the use of our platform to disseminate misleading or false information, the use of our platform for fraudulent schemes and scams, or by the use of our service for illicit, illegal or objectionable ends.
The Australian Parliament is currently considering further privacy reforms and is anticipated to pass additional amendments in the coming months. In the European Union, we are subject to the EU GDPR, and in the United Kingdom we are subject to the UK GDPR (collectively, the “GDPR”).
The Australian Parliament is currently considering further privacy reforms and is anticipated to pass additional amendments in the coming months. In the European Union, we are subject to the EU GDPR, and in the United Kingdom we are subject to the UK GDPR.
Our employees may be more likely to leave if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase price of the shares or the exercise price of the options, or conversely, if the exercise price of the 21 Table of Contents options that they hold are significantly above the market price of our Class A common stock.
Our employees may be more likely to leave if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase price of the shares or the exercise price of the options, or conversely, if the exercise price of the options that they hold are significantly above the market price of our Class A common stock.
Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board of Directors deems relevant.
Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, 41 Table of Contents capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board of Directors deems relevant.
These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in us having to stop using technology found to be in violation of a third party’s rights.
These claims could also subject us to significant liability for damages, potentially including treble 38 Table of Contents damages if we are found to have willfully infringed patents or copyrights. These claims could also result in us having to stop using technology found to be in violation of a third party’s rights.
If there are unforeseen expenses associated with such realignments in our business strategies, and we incur unanticipated charges or liabilities, then we may not be able to effectively realize the expected cost savings or other benefits of such actions.
If there are unforeseen expenses associated with such realignments in our business strategies, and we incur unanticipated charges or liabilities, then we may not be able to 18 Table of Contents effectively realize the expected cost savings or other benefits of such actions.
While we have not observed any directly attributable negative impact on our business, operating results or financial condition, including our revenue, revenue growth rates, and operating income (loss), related to these features, we may be impacted by such changes, or other changes to third-party policies or applications in the future, and as a result, our business, operating results and financial condition, including our revenue, revenue growth rates, and operating income (loss), could, in the future, be adversely impacted by any such changes.
While we have not observed any directly attributable negative impact on our business, operating results or financial condition, including our revenue, revenue growth rates, and operating income (loss), related to these features, we may be impacted by such changes, or other changes to third-party policies or applications in the future, and as a result, our business, operating results and financial condition, including our revenue, revenue growth rates, and operating income (loss), could, in the future, be adversely impacted by changes made by third-party publishers and distribution channels.
If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic the Nextdoor platform and methods of operations.
If the protection of our 37 Table of Contents proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic the Nextdoor platform and methods of operations.
Furthermore, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on 35 Table of Contents the price of our common stock.
Furthermore, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.
In addition, any breach, or reported breach, of our systems, our information security policies, or legal requirements that results in a compromise of customer data or causes customers to believe their data has been compromised 17 Table of Contents could have a significant negative effect on our business.
In addition, any breach, or reported breach, of our systems, our information security policies, or legal requirements that results in a compromise of customer data or causes customers to believe their data has been compromised could have a significant negative effect on our business.
In addition, as 19 Table of Contents our international operations and sales to advertisers continue to grow, we will be subject to a variety of risks inherent in doing business internationally, including: • political, social and economic instability, including as a result of acts of war or terrorism, including the wars in Ukraine and the Middle East; • risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy and data protection, and unexpected changes in laws, regulatory requirements, and enforcement; • potential damage to our brand and reputation due to compliance with local laws, including potential censorship and requirements to provide neighbor information to local authorities; • enhanced difficulty in reviewing content on the Nextdoor platform and enforcing community standards across different languages and countries; • fluctuations in currency exchange rates; • foreign exchange controls and tax and other regulations and orders that might prevent us from repatriating cash earned in countries outside the United States or otherwise limit our ability to move cash freely, and impede our ability to invest such cash efficiently; • compliance with multiple U.S. and international tax jurisdictions and management of tax impact of global operations; • potentially higher levels of credit risk and payment fraud; • difficulties integrating any foreign acquisitions; • burdens of complying with a variety of foreign laws, including laws related to taxation, content removal, data localization, data transfer, consents, payments, and regulatory oversight; • reduced protection for intellectual property rights in some countries; • different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, increase in labor costs due to high wage inflation in certain international jurisdictions, and other challenges caused by distance, language and cultural differences, making it harder to do business in certain international jurisdictions; and • difficulties in staffing and managing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations.
In addition, as our international operations and sales to advertisers continue to grow, we will be subject to a variety of risks inherent in doing business internationally, including: • political, social and economic instability, including as a result of geopolitical conflicts, acts of war or terrorism; • risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to privacy and data protection, and unexpected changes in laws, regulatory requirements, and enforcement; • potential damage to our brand and reputation due to compliance with local laws, including potential censorship and requirements to provide neighbor information to local authorities; • enhanced difficulty in reviewing content on the Nextdoor platform and enforcing community standards across different languages and countries; • fluctuations in currency exchange rates; • foreign exchange controls and tax and other regulations and orders that might prevent us from repatriating cash earned in countries outside the United States or otherwise limit our ability to move cash freely, and impede our ability to invest such cash efficiently; • compliance with multiple U.S. and international tax jurisdictions and management of tax impact of global operations; • potentially higher levels of credit risk and payment fraud; • difficulties integrating any foreign acquisitions; 21 Table of Contents • burdens of complying with a variety of foreign laws, including laws related to taxation, content removal, data localization, data transfer, consents, payments, and regulatory oversight, as well as laws relating to online safety, intermediary liability, or content moderation; • reduced protection for intellectual property rights in some countries; • different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, increase in labor costs due to high wage inflation in certain international jurisdictions, and other challenges caused by distance, language and cultural differences, making it harder to do business in certain international jurisdictions; and • difficulties in staffing and managing global operations and the increased travel, infrastructure, and legal compliance costs associated with multiple international locations.
This risk may increase as we develop and increase the use of certain features, such as video, for which identifying such content and obtaining appropriate consents is challenging, and as we continue to roll out our NEXT initiative, which we expect to utilize third-party content.
This risk may increase as we develop and increase the use of certain features, such as video, for which identifying such content and obtaining appropriate consents is challenging, and as we continue to roll out our new Nextdoor initiative, which we expect to utilize third-party content.
In addition, because our Board of Directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts 39 Table of Contents by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors.
In addition, because our Board of Directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors.
In addition, our business may be subject to interruptions, delays, or failures resulting from earthquakes, fires, floods, adverse weather conditions, other natural disasters, power loss, terrorism, pandemics, geopolitical conflict (including the current wars in Ukraine and the Middle East), other physical security threats, cyber-attacks, or other catastrophic events.
In addition, our business may be subject to interruptions, delays, or failures resulting from earthquakes, fires, floods, adverse weather conditions, other natural disasters, power loss, terrorism, pandemics, geopolitical conflict (including the current war in Ukraine and the conflicts in the Middle East and Venezuela), other physical security threats, cyber-attacks, or other catastrophic events.
Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, 20 Table of Contents including potential acquisitions.
Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.
These new and proposed laws, together with any changes to the existing laws and regulations within the jurisdictions in which we operate, could require us to expend additional resources to maintain 30 Table of Contents compliance with new or evolving regulations. As a result, we may incur additional liability, and our business, operating results, and financial condition could be harmed.
These new and proposed laws, together with any changes to the existing laws and regulations within the jurisdictions in which we operate, could require us to expend additional resources to maintain compliance with new or evolving regulations. As a result, we may incur additional liability, and our business, operating results, and financial condition could be harmed.
In the past, we have forgone, and may in the future, including with the introduction of NEXT, forgo, certain expansion or revenue opportunities or other opportunities that have positive short-term financial impacts that we do not believe are aligned with the long-term success of our platform, even if our decision may negatively impact our operating results in the short term.
In the past, including with the introduction of the new Nextdoor initiative, we have forgone, and may in the future forgo, certain expansion or revenue opportunities or other opportunities that have positive short-term financial impacts that we do not believe are aligned with the long-term success of our platform, even if our decision may negatively impact our operating results in the short term.
Technologies have been developed that can block the display of advertisements on the Nextdoor platform, which could adversely impact our business, operating results, and financial condition. 22 Table of Contents Technologies have been developed, and will likely continue to be developed, that can block the display of advertisements on the Nextdoor platform.
Technologies have been developed that can block the display of advertisements on the Nextdoor platform, which could adversely impact our business, operating results, and financial condition. Technologies have been developed, and will likely continue to be developed, that can block the display of advertisements on the Nextdoor platform.
Moreover, California has adopted two climate-related bills, which require companies doing business in California that meet certain revenue thresholds to publicly disclose certain greenhouse gas emissions data and climate-related financial risk reports.
For example, California has adopted two climate-related bills, which require companies doing business in California that meet certain revenue thresholds to publicly disclose certain greenhouse gas emissions data and climate-related financial risk reports.
Certain of our market opportunities and key metric estimates could prove to be inaccurate, and any real or perceived inaccuracies may harm our reputation and negatively affect our business. The estimates discussed herein are subject to significant uncertainty and are based on assumptions that may not prove to be accurate.
Certain of our market opportunities and key metric estimates could prove to be inaccurate, and have been inaccurate in the past, and any real or perceived inaccuracies may harm our reputation and negatively affect our business. The estimates discussed herein are subject to significant uncertainty and are based on assumptions that may not prove to be accurate.
Market opportunity estimates, whether obtained from third-party sources or developed internally, are subject to 26 Table of Contents significant uncertainty and are based on assumptions that may not prove to be accurate. In particular, our estimates regarding our market penetration in new and existing markets are difficult to predict.
Market opportunity estimates, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions that may not prove to be accurate. In particular, our estimates regarding our market penetration in new and existing markets are difficult to predict.
For example, we have been, and may in the future be, subject to negative publicity in connection with our handling of misinformation and other illicit or objectionable uses of our platform.
For example, we have been, and may in the future be, subject to negative publicity 20 Table of Contents in connection with our handling of misinformation and other illicit or objectionable uses of our platform.
Adverse global economic and financial events and the effects thereof, such as health epidemics or pandemics, the wars in Ukraine and the Middle East, inflation, changing interest rates, potential recessions, the implementation of tariffs by the United States, China, or other governments, fluctuations in foreign exchange rates, actual or perceived instability in the global banking system, supply chain issues and inventory and labor shortages, have caused, and could in the future cause, disruptions and volatility in global financial markets.
Adverse global economic and financial events and the effects thereof, such as health epidemics or pandemics, geopolitical conflicts, inflation, changing interest rates, potential recessions, the implementation of tariffs by the United States, China, or other governments, fluctuations in foreign exchange rates, actual or perceived instability in the global banking system, supply chain issues and inventory and labor shortages, have caused, and could in the future cause, disruptions and volatility in global financial markets.
These efforts, including the introduction of new products or changes to existing products, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications that could adversely affect our business, operating results and financial condition.
These efforts, including the introduction of new products or changes to existing products, may result in new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, confidentiality or privacy and security risks, or other complications that could adversely affect our business, operating results and financial condition.
Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. 40 Table of Contents Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Though we recently completed a Section 382 study that supports that our use of NOLs will not be subject to limitation, it is possible that the limitation could still apply. In addition, we may experience ownership change(s) in the future as a result of subsequent shifts in our stock ownership, some of which may be outside our control.
Though we recently completed a Section 382 study that supports that our use of NOLs will not be subject to limitation, it is possible that the limitation could still apply. 29 Table of Contents In addition, we may experience an ownership change in the future as a result of subsequent shifts in our stock ownership, some of which may be outside our control.
As such, the continued use of third-party software and service providers, including GAM, is critical to our continued success and any service disruptions, adverse changes to the terms of use, pricing or related terms and conditions for such third-party providers’ products, or difficulties with such products, including our data usage, meeting our requirements or standards could result in the inability of certain businesses to advertise on our platform, and adversely impact our business, operating results, and financial condition.
As such, the continued use of third-party software and service providers, including these ads platforms and programmatic advertising partners, is critical to our continued success and any service disruptions, adverse changes to the terms of use, pricing or related terms and conditions for such third-party providers’ products, or difficulties with such products, including our data usage, meeting our requirements or standards could result in the inability of certain businesses to advertise on our platform, and adversely impact our business, operating results, and financial condition.
We are subject to many U.S. federal and state and foreign laws, regulations and industry standards that involve matters central to our business, including laws and regulations that involve data privacy, security and protection, intellectual property (including copyright and patent laws), content, rights of publicity, advertising, marketing, health and safety, competition, protection of minors, age verification, consumer protection, taxation, telecommunications, anti-bribery, anti-money laundering and corruption, telecommunications, AI and machine learning, and securities.
We are subject to many U.S. federal and state and foreign laws, regulations and industry standards that involve matters central to our business, including laws and regulations that involve data privacy, security and protection, online safety (including children’s online safety), intellectual property (including trademark, copyright, and patent laws), content, rights of publicity, advertising, marketing, health and safety, competition, protection of minors, age verification, consumer protection, taxation, telecommunications, anti-bribery, anti-censorship, anti-money laundering and corruption, telecommunications, AI and ML, and securities.
We rely on third-party software and service providers, including AWS, to provide systems, storage and services for our platform. Any failure or interruption experienced by such third parties could result in the inability of neighbors and advertisers to access or utilize our platform, and adversely impact our business, operating results, and financial condition.
We rely on third-party software, cloud infrastructure, and communications service providers, including AWS, to provide systems, storage and services for our platform. Any failure or interruption experienced by such third parties could result in the inability of 23 Table of Contents neighbors and advertisers to access or utilize our platform, and adversely impact our business, operating results, and financial condition.
Further, under the GDPR, valid consent is tightly defined and includes a prohibition on pre-checked consents and, the European Union and United Kingdom require organizations to obtain separate consents for each type of cookie or similar technology. U.S. regulators are also increasingly focused on the use of cookies for targeted advertising.
Further, under the GDPR, valid consent is tightly defined, including a prohibition on pre-checked consents, and the European Union and United Kingdom require organizations to obtain separate consents for each type of cookie or similar technology, or for particularized uses of personal data. U.S. regulators are also increasingly focused on the use of cookies for targeted advertising.
On February 21, 2024, our Board of Directors authorized and approved an increase of $150.0 million to the Share Repurchase Program and extended the expiration date to March 31, 2026. As of December 31, 2024, we had $97.2 million available for future share repurchases under the Share Repurchase Program.
On February 21, 2024, our Board of Directors authorized and approved an increase of $150.0 million to the Share Repurchase Program and extended the expiration date to March 31, 2026. As of December 31, 2025, we had $78.4 million available for future share repurchases under the Share Repurchase Program.
Any such proceedings or violations could force us to spend money in defense or settlement, result in the imposition of monetary liability or demanding injunctive relief, divert management's time and attention, increase our costs of doing business, and adversely affect our reputation.
Any such proceedings or violations could force us to spend money in investigation, mitigation, defense, or settlement, result in the imposition of monetary liability or demands for injunctive relief, divert management's time and attention, increase our costs of doing business, and adversely affect our reputation.
Compliance with these rules and regulations will continue to increase, our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.
Compliance with these rules and regulations will continue to 35 Table of Contents increase, our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.
Furthermore, the integration of third-party AI models with our products and services relies on certain safeguards implemented by the third-party developers of the underlying AI models, including those related to the accuracy, bias, and other variables of the data, and these safeguards may be insufficient.
Furthermore, the integration of third-party AI models with our products and services relies on certain safeguards implemented by the third-party developers of the underlying AI models, including those related to accuracy, bias, training data, quality of output, and other matters, and these safeguards may be insufficient.
Stockholders who hold shares of our Class B common stock, including certain of our executive officers, employees, and directors and their affiliates, together 38 Table of Contents hold a substantial majority of the voting power of our outstanding capital stock as of December 31, 2024.
Stockholders who hold shares of our Class B common stock, including certain of our executive officers, employees, and directors and their affiliates, together hold a substantial majority of the voting power of our outstanding capital stock as of December 31, 2025.
Any technical problem with, cyber-attack on or loss of access to such third parties’ systems, servers, or technologies could result in the inability of neighbors to access the Nextdoor platform or result in the theft of neighbors’ personal information.
Any technical problem with, cyber-attack on or loss of access to such third parties’ systems, servers, or technologies could result in the inability of neighbors to access the Nextdoor platform or receive timely communications from us or result in the theft of neighbors’ personal information.
On October 26, 2023, similarly, the United Kingdom’s Online Safety Act became law. The Act creates requirements around content moderation and handling harmful content and will require us to expend resources to try to comply with the new regulations or incur liability.
On October 26, 2023, similarly, the United Kingdom’s Online Safety Act (the “OSA”) became law. The OSA creates requirements around content moderation and handling harmful content and will require us to 32 Table of Contents expend resources to try to comply with the new regulations or incur liability.
We could be involved in legal disputes that are expensive and time consuming, and, if resolved adversely, could harm our business, operating results, and financial condition.
We are currently, and in the future may be, involved in legal disputes that are expensive and time consuming, and, if resolved adversely, could harm our business, operating results, and financial condition.
As of December 31, 2024, the Nextdoor platform was accessible in 11 countries (including the United States) and had over 340,000 neighborhoods. We may enter new international markets and expand in existing markets where we have limited or no experience in marketing, selling, advertising and deploying our platform or selling advertising.
As of December 31, 2025, the Nextdoor platform was accessible in 11 countries (including the United States). We may enter new international markets and expand in existing markets where we have limited or no experience in marketing, selling, advertising and deploying our platform or selling advertising.
Any of these factors could adversely affect our business, operating results, and financial condition. If our efforts to build strong brand identity and reputation are not successful, we may not be able to attract or retain neighbors, and our business, operating results, and financial condition will be adversely affected.
If our efforts to build strong brand identity and reputation are not successful, we may not be able to attract or retain neighbors, and our business, operating results, and financial condition will be adversely affected.
Social and ethical issues may result in reputational harm and liability. Positions we may take (or choose not to take) on social and ethical issues may be unpopular with some of our employees, neighbors, or with our advertisers or potential advertisers, which may in the future impact our ability to attract or retain employees, neighbors or advertisers.
Positions we may take (or choose not to take) on social and ethical issues may be unpopular with some of our employees, neighbors, or with our advertisers or potential advertisers, which may in the future impact our ability to attract or retain employees, neighbors or 26 Table of Contents advertisers.
The mechanisms that we and many other companies rely upon for EEA and United Kingdom data transfers (for example, standard contractual clauses or the 31 Table of Contents Data Privacy Framework) are the subject of legal challenge, regulatory interpretation, and judicial decisions.
The mechanisms that we and many other companies rely upon for EEA and United Kingdom data transfers (for example, standard contractual clauses or the EU-US Data Privacy Framework) are subject to legal challenge, regulatory interpretation, and judicial decisions.
A substantial portion of our network infrastructure is provided by third parties, including AWS. We also rely on third parties for other technology related services, including certain AI functions. Any disruption or failure in the services we receive from these providers could impact the availability of our platform and could adversely impact our business, operating results and financial condition.
We also rely on third parties for other technology related services, including certain AI functions. Any disruption or failure in the services we receive from these providers could impact the availability of our platform and could adversely impact our business, operating results and financial condition.
An unexpected disruption of services provided by these data centers could hamper our ability to handle existing or increased traffic, result in the loss of data or cause our platform to become unavailable, which may harm our reputation, business, operating results, and financial condition.
We are unable to serve network traffic from back-up data center services. An unexpected disruption of services provided by these data centers could hamper our ability to handle existing or increased traffic, result in the loss of data or cause our platform to become unavailable, which may harm our reputation, business, operating results, and financial condition.
Our public disclosures, and any standards we may set for ourselves or a failure to meet these standards, may influence our reputation and the value of our brand. For example, we have elected to share publicly certain information about our sustainability initiatives.
Our public disclosures, and any standards we may set for ourselves or a failure to meet these standards, may influence our reputation and the value of our brand. For example, we have elected to share publicly certain information about our sustainability initiatives. Moreover, laws and regulations may require us to provide sustainability-related disclosure.
We believe that maintaining and enhancing the “Nextdoor” brand and reputation is critical to retaining and growing neighbors and advertisers on our platform.
We believe that maintaining and enhancing the “Nextdoor” brand and reputation, including through the new Nextdoor initiative, is critical to retaining and growing neighbors and advertisers on our platform.
Risks Related to Security and Technology We are dependent on third-party software and service providers, including the GAM platform, for management and delivery of advertisements on the Nextdoor platform. Any failure or interruption experienced by such third-parties could result in the inability of certain businesses to advertise on our platform, and adversely impact our business, operating results, and financial condition.
Any failure or interruption experienced by such third-parties could result in the inability of certain businesses to advertise on our platform, and adversely impact our business, operating results, and financial condition. Currently, we are dependent on third-party software and service providers, including ads platforms and programmatic advertising partners, for management and delivery of certain advertisements on the Nextdoor platform.
For example, Apple introduced changes starting with iOS 14.5 that limit our ability, and the ability of others in the digital advertising industry, to track individual users and devices, and target and measure advertisements effectively. Additionally, the Apple App Store guidelines require apps that support account creation to also allow users to delete their account within the app.
For example, Apple has introduced and continues to expand features that limit our ability, and the ability of others in the digital advertising industry, to track individual users and devices, and target and measure advertisements effectively. Additionally, the Apple App Store guidelines require apps that support account creation to also allow users to delete their account within the app.
Our business depends largely on our ability to attract, retain, and assimilate talented employees, including senior management. If we lose the services of or fail to successfully assimilate highly skilled personnel, key employees or members of our senior management team, we may not be able to execute on our business strategy.
If we lose the services of or fail to successfully assimilate highly skilled personnel, key employees or members of our senior management team, we may not be able to execute on our business strategy. Our future success depends on our continuing ability to attract, train, assimilate, and retain highly skilled personnel, including software engineers and sales personnel.
These sales, or the perception in the market that the holders of a large number of our Class A common stock intend to sell shares, could reduce the market price of our Class A common stock. As of December 31, 2024, we had 224,488,476 shares of our Class A common stock outstanding.
These sales, or the perception in the market that the holders of a large number of our Class A common stock intend to sell shares, could reduce the market price of our Class A common stock. As of December 31, 2025, we had 262,446,175 shares of our Class A common stock outstanding.
Because we rely on third-party technology providers in our business, we rely on the cybersecurity practices and policies adopted by these third parties. Our ability to monitor our third-party technology providers’ cybersecurity practices is limited.
Because we rely on third-party technology providers in our business, including cloud infrastructure, communications, and other software services, we rely on the cybersecurity practices and policies adopted by these third parties. Our ability to monitor our third-party technology providers’ cybersecurity practices is limited.
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
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Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
4 edited+0 added−0 removed5 unchanged
2024 filing
2025 filing
Biggest changeFor more information regarding cybersecurity risks that we face and potential impacts on our business related thereto, see the section entitled “Risk Factors — Security breaches, including improper access to or disclosure of our data or our neighbors’ data, or other hacking and phishing attacks on our or third-party systems, could harm our reputation and adversely affect our business.” Governance Our Board of Directors, as a whole and at a committee level, maintains oversight of cybersecurity risk management, with primary responsibility assigned to our Audit & Risk Committee.
Biggest changeFor more information regarding cybersecurity risks that we face and potential impacts on our business related thereto, see the section entitled “Risk Factors — Security breaches, including improper access to or disclosure of our data or our neighbors’ data, or other hacking and phishing attacks on our or third-party systems, could harm our reputation, adversely affect our business, and result in legal liability.” Governance Our Board of Directors, as a whole and at a committee level, maintains oversight of cybersecurity risk management, with primary responsibility assigned to our Audit & Risk Committee.
In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.
In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.
Our CISO, who reports directly to the Chief Technology Officer, has over 15 years of experience in technology and cybersecurity matters, with expertise spanning IT leadership, incident response, enterprise security, and business technology. Our CISO holds multiple cloud and IT certifications and is an active thought leader in the cybersecurity space.
Our CISO, who reports directly to the President of Products, has over 15 years of experience in technology and cybersecurity matters, with expertise spanning IT leadership, incident response, enterprise security, and business technology. Our CISO holds multiple cloud and IT certifications and is an active thought leader in the cybersecurity space.
Item 1C. Cybersecurity Risk Management and Strategy We employ a comprehensive, cross-functional approach to assess, identify, and manage material cybersecurity risks, ensuring the confidentiality, security, and availability of our information systems and data. Our cybersecurity strategy is guided by applicable laws and regulations, industry standards, and best practices.
Item 1C. Cybersecurity Risk Management and Strategy 43 Table of Contents We employ a comprehensive, cross-functional approach that is designed to assess, identify, and manage material cybersecurity risks, ensuring the confidentiality, security, and availability of our information systems and data. Our cybersecurity strategy is guided by applicable laws and regulations, industry standards, and best practices.
Item 2. Properties
Properties — owned and leased real estate
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Item 2. Properties
Properties — owned and leased real estate
2 edited+0 added−0 removed0 unchanged
2024 filing
2025 filing
Biggest changeItem 2. Properties We are headquartered in San Francisco, California. As of December 31, 2024, we maintained offices in various locations in the United States and internationally, including approximately 115,770 square feet for our corporate headquarters.
Biggest changeItem 2. Properties We are headquartered in San Francisco, California. As of December 31, 2025, we maintained offices in various locations in the United States and internationally, including approximately 115,770 square feet for our corporate headquarters of which we occupy approximately 51,000 square feet following the June 2024 partial abandonment. All of our facilities are leased.
All of our facilities are leased. 41 Table of Contents We believe that our current facilities are adequate to meet our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
We believe that our current facilities are adequate to meet our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed1 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+0 added−0 removed1 unchanged
2024 filing
2025 filing
Biggest changeFor more information regarding legal proceedings and other claims in which we are involved, see Note 7 - Commitments and Contingencies, to our unaudited condensed consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K, and is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. 42 Table of Contents PART II
Biggest changeFor more information regarding legal proceedings and other claims in which we are involved, see Note 7 - Commitments and Contingencies, to our unaudited condensed consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K, and is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. 44 Table of Contents PART II
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
7 edited+1 added−2 removed6 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
7 edited+1 added−2 removed6 unchanged
2024 filing
2025 filing
Biggest changeThe following table summarizes share repurchase activity for the three months ended December 31, 2024: 43 Table of Contents Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) October 1, 2024 to October 31, 2024 — $ — — $ 99,468 November 1, 2024 to November 30, 2024 — $ — — $ 99,468 December 1, 2024 to December 31, 2024 932,214 $ 2.39 932,214 $ 97,238 Total 932,214 932,214 (1) Average price paid per share includes costs associated with the repurchases.
Biggest changeIssuer Purchases of Equity Securities The following table summarizes share repurchase activity for the three months ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) October 1, 2025 to October 31, 2025 — — — $ 82,766 November 1, 2025 to November 30, 2025 1,353,386 $ 1.70 1,353,386 $ 80,465 December 1, 2025 to December 31, 2025 1,112,252 $ 1.85 1,112,252 $ 78,403 Total 2,465,638 2,465,638 45 Table of Contents (1) On May 31, 2022, our Board of Directors authorized and approved the Share Repurchase Program to repurchase up to $100.0 million in aggregate of our Class A common stock, with the authorization to expire on June 30, 2024.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item will be included in our Proxy Statement (the “Proxy Statement”) for the 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the year ended December 31, 2024, and is incorporated herein by reference. Sales of Unregistered Securities None.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item will be included in our Proxy Statement (the “Proxy Statement”) for the 2026 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the year ended December 31, 2025, and is incorporated herein by reference. Sales of Unregistered Securities None.
An investment of $100 and reinvestment of all dividends is assumed to have been made in our Class A common stock and in each index on November 8, 2021, the date our Class A common stock began trading on the New York Stock Exchange, and its relative performance is tracked through December 31, 2024.
An investment of $100 and reinvestment of all dividends is assumed to have been made in our Class A common stock and in each index on November 8, 2021, the date our Class A common stock began trading on the New York Stock Exchange, and its relative performance is tracked through December 31, 2025.
The stock price performance of the following graph is not necessarily indicative of future stock price performance. Item 6. [Reserved] 44 Table of Contents
The stock price performance of the following graph is not necessarily indicative of future stock price performance. Item 6. [Reserved] 46 Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our Class A common stock began trading on the New York Stock Exchange under the symbol “KIND” on November 8, 2021. Prior to that date, there was no public trading market for our Class A common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our Class A common stock is listed and traded on the New York Stock Exchange under the trading symbol “NXDR”. Effective July 21, 2025, our trading symbol was changed from “KIND” to “NXDR”.
On February 21, 2024, the Company’s Board of Directors authorized and approved an increase of $150.0 million to the Share Repurchase Program and extended the expiration date to March 31, 2026.
On February 21, 2024, our Board of Directors authorized and approved an increase of $150.0 million to the Share Repurchase Program and extended the expiration date to March 31, 2026. (2) Average price paid per share includes costs associated with the repurchases, excluding the 1% excise tax as a result of the Inflation Reduction Act.
Our Class B common stock is not listed or traded on any stock exchange. Holders of Record As of February 24, 2025, there were 66 stockholders of record of our Class A common stock and 273 stockholders of record of our Class B common stock.
Holders of Record As of February 13, 2026, there were 53 stockholders of record of our Class A common stock and 253 stockholders of record of our Class B common stock.
Removed
Use of Proceeds None. Issuer Purchases of Equity Securities Share Repurchases On May 31, 2022, our Board of Directors authorized and approved the Share Repurchase Program to repurchase up to $100.0 million in aggregate of our Class A common stock, with the authorization to expire on June 30, 2024.
Added
Prior to July 21, 2025, our common stock had been listed and traded on the New York Stock Exchange under the former symbol. Prior to November 8, 2021, there was no public trading market for our common stock. Our Class B common stock is not listed or traded on any public market.
Removed
During the year ended December 31, 2024, the Company repurchased and retired 31.0 million shares of Class A common stock at an average purchase price of $2.44 per share for an aggregate repurchase price of $75.5 million. As of December 31, 2024, we had $97.2 million available for future share repurchases under the Share Repurchase Program.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
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Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
60 edited+19 added−29 removed29 unchanged
2024 filing
2025 filing
Biggest changeThe decrease was primarily due to a $21.3 million decrease in personnel-related costs, inclusive of restructuring costs, primarily driven by a decrease in average headcount, and a $0.4 million decrease in allocated overhead costs reflecting a decrease in average headcount, partially offset by a $0.6 million increase in third-party software costs. 52 Table of Contents Sales and marketing Year Ended December 31, Change (in thousands, except percentages) 2024 2023 $ % Personnel-related and other $ 77,350 $ 93,056 $ (15,706) (17) % Brand and performance marketing 18,876 18,054 822 5 % Neighbor services 10,751 11,815 (1,064) (9) % Total sales and marketing $ 106,977 $ 122,925 $ (15,948) (13) % Sales and marketing expenses decreased by $15.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Biggest changeSales and marketing Year Ended December 31, Change (in thousands, except percentages) 2025 2024 $ % Personnel-related and other $ 67,930 $ 77,350 $ (9,420) (12) % Brand and performance marketing 13,143 18,876 (5,733) (30) % Neighbor services 9,956 10,751 (795) (7) % Total sales and marketing $ 91,029 $ 106,977 $ (15,948) (15) % Sales and marketing expenses decreased by $15.9 million, or 15%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Financing activities Cash used in financing activities for the year ended December 31, 2024 was $81.0 million, which consisted of repurchases of common stock of $75.5 million and $19.9 million of tax withholdings from stock-based awards, partially offset by $13.3 million of proceeds from the exercise of stock options and $1.1 million of proceeds from the issuance of common stock under the employee stock purchase plan.
Cash used in financing activities for the year ended December 31, 2024 was $81.0 million, which consisted of repurchases of common stock of $75.5 million and $19.9 million of tax withholdings from stock-based awards, partially offset by $13.3 million of proceeds from the exercise of stock options and $1.1 million of proceeds from the issuance of common stock under the employee stock purchase plan.
We may face challenges increasing the size and engagement of our user base due to a number of factors including competition, challenges in acquiring and engaging users, or changes in regulations. Growth in Monetization . Monetization trends, which are reflected in our ARPU, are a key factor that affects our revenue and financial results.
We may face challenges increasing the size and engagement of our user base due to a number of factors including competition, challenges in acquiring and engaging users, or changes in regulations. Growth in Monetization . Monetization trends, which are reflected in our Platform ARPU, are a key factor that affects our revenue and financial results.
There are many variables that impact ARPU, including the number of ad impressions shown on our platform and the price per ad, which depends on a number of factors including the engagement of our user base, the number and diversity of our customers, seasonality of advertising spend, our customers’ advertising objectives, advertising performance, the effectiveness of our advertising products, our ability to measure that effectiveness for our customer, and the effect of geographic differences on each of these factors.
There are many variables that impact Platform ARPU, including the number of ad impressions shown on our platform and the price per ad, which depends on a number of factors including the engagement of our user base, the number and diversity of our customers, seasonality of advertising spend, our customers’ advertising objectives, advertising performance, the effectiveness of our advertising services, our ability to measure that effectiveness for our customer, and the effect of geographic differences on each of these factors.
Discussions regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 are located in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.
Discussions regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 are located in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.
In the fourth quarter of 2023, we announced a cost reduction plan (the “Cost Reduction Plan”) intended to right size the business and align the workforce and other expenses with our near term revenue expectations and long term business priorities. The Cost Reduction Plan included a reduction of full-time employee headcount by approximately 25%.
In the fourth quarter of 2023, we announced a cost reduction plan intended to right-size the business and align the workforce and other expenses with our near term revenue expectations and long term business priorities. The cost reduction plan included a reduction of full-time employee headcount by approximately 25%.
We assess the health of our business by measuring WAUs because we believe that weekly usage best captures the cadence at which we expect a healthy user base to engage with, and derive the most utility from our platform, and by extension their neighborhood.
We assess the health of our business by measuring Platform WAU because we believe that weekly usage best captures the cadence at which we expect a healthy user base to engage with and derive the most utility from our platform, and by extension their neighborhood.
Sales and marketing expenses also include brand and performance marketing for both user and local business acquisition, and neighbor services, which includes personnel-related costs for our neighbor support team, our outsourced neighbor support function, and verification costs. Performance marketing costs related to local business acquisition largely consists of digital advertising and, to a lesser extent, direct mail campaigns.
Sales and marketing expenses also include brand and performance marketing for both user and local business acquisition, and neighbor services, which includes personnel-related costs for our neighbor support team, our outsourced neighbor support function, and verification costs. 51 Table of Contents Performance marketing costs related to local business acquisition largely consists of digital advertising and, to a lesser extent, direct mail campaigns.
The decrease was primarily due to the periodic re-measurement of monetary assets and liabilities denominated in non-functional currencies and gains and losses on marketable securities and foreign currency transactions.
The increase was primarily due to the periodic re-measurement of monetary assets and liabilities denominated in non-functional currencies and gains and losses on marketable securities and foreign currency transactions.
Non-cash charges primarily consisted of $74.1 million of stock-based compensation expense, $22.8 million of non-cash impairment charges related to lease abandonment, and $3.9 million of depreciation and amortization expense, partially offset by $5.5 54 Table of Contents million of accretion on investments.
Non-cash charges primarily consisted of $74.1 million of stock-based compensation expense, $22.8 million of non-cash impairment charges related to lease abandonment, and $3.9 million of depreciation and amortization expense, partially offset by $5.5 million of accretion on investments.
Discussions regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 are presented below.
Discussions regarding our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 are presented below.
Due to our decision to focus our earliest monetization efforts in the United States, we have less experience monetizing international markets and therefore may experience challenges scaling and monetizing these markets. The international advertising market is also less mature than the U.S. digital advertising market. Investment for Growth.
Due to our decision to focus our earliest monetization efforts in the United States, we have less experience monetizing international markets and therefore may experience challenges scaling and monetizing these markets. The international advertising market is also less mature than the U.S. digital advertising market. 50 Table of Contents Investment for Growth.
Sales and Marketing Sales and marketing expenses consist of personnel-related and other costs which include salaries, commissions, benefits, restructuring costs, and stock-based compensation for employees engaged in sales and marketing activities as well as other costs including third-party consulting, public relations, allocated overhead costs, and amortization of acquired intangible assets.
Sales and Marketing Sales and marketing expenses consist primarily of personnel-related and other costs which include salaries, commissions, benefits, restructuring costs, and stock-based compensation for employees engaged in sales and marketing activities as well as other costs including third-party consulting, public relations, and allocated overhead costs.
We also expect to incur significant research and development, sales and marketing, and general and administrative expenses over the next several years in connection with the continued development and strategic expansion of our business. As of December 31, 2024, we had $427.0 million in cash, cash equivalents, and marketable securities.
We also expect to incur significant research and development, sales and marketing, and general and administrative expenses over the next several years in connection with the continued development and strategic expansion of our business. As of December 31, 2025, we had $404.8 million in cash, cash equivalents, and marketable securities.
See "Risk Factors" and "Special Note Regarding Forward-Looking Statements” for additional details. 48 Table of Contents Growth in and Engagement of Users. We measure growth in, and engagement of, users by tracking WAUs. As the size and engagement of our user base grows, we believe the potential to increase our revenue grows.
See "Risk Factors" and "Special Note Regarding Forward-Looking Statements” for additional details. Growth in and Engagement of Users. We measure growth in, and engagement of, users by tracking Platform WAU. As the size and engagement of our user base grows, we believe the potential to increase our revenue grows.
Fluctuations in our performance marketing expenses are driven by a variety of factors, including but not limited to: our target geographies, whether we are acquiring users or businesses, assessment of return on investment of marketing spend, strategic priorities, and seasonal factors.
Performance marketing costs related to user acquisition largely consist of digital advertising. Fluctuations in our performance marketing expenses are driven by a variety of factors, including but not limited to: our target geographies, whether we are acquiring users or businesses, assessment of return on investment of marketing spend, strategic priorities, and seasonal factors.
The increase was primarily due to $22.8 million of impairment costs related to office space reductions, partially offset by a $4.0 million decrease in personnel-related costs, inclusive of restructuring costs, which was driven by a decrease in average headcount, and a $1.9 million decrease in professional fees.
The decrease was primarily due to $22.8 million of impairment costs related to office space reductions in 2024 and an $8.0 million decrease in personnel-related costs, inclusive of restructuring costs, which was driven by a decrease in average headcount, partially offset by a $2.7 million increase in professional service fees.
We are taking a strategic and measured approach to international expansion, prioritizing investments in markets where we see the strongest potential for sustainable growth. Over time, we believe that international WAUs can expand meaningfully, and we see opportunities to increase monetization and ARPU in these markets. However, we expect ARPU for international WAUs to be lower than ARPU for U.S.
We are taking a strategic and measured approach to international expansion, prioritizing investments in markets where we see the strongest potential for sustainable growth. Over time, we believe that international operations can expand meaningfully, and we see opportunities to increase monetization and Platform ARPU in these markets.
The decrease was primarily due to a $15.7 million decrease in personnel-related and other costs, inclusive of restructuring costs, which was driven by a decrease in average headcount, a $1.1 million decrease in neighbor services, and a $0.3 million decrease in performance marketing costs to attract local businesses, partially offset by a $1.1 million increase in performance marketing costs for user acquisition.
The decrease was primarily due to a $9.4 million decrease in personnel-related costs, inclusive of restructuring costs, which was driven by a decrease in average headcount, a $3.7 million decrease in performance marketing costs for user acquisition, a $2.0 million decrease in performance marketing costs to attract local businesses, and a $0.8 million decrease in neighbor services.
Investing activities Cash provided by investing activities for the year ended December 31, 2024 was $86.4 million, which consisted of proceeds from maturities of marketable securities of $198.5 million and proceeds from sales of marketable securities of $185.6 million.
This was partially offset by purchases of marketable securities of $292.2 million and purchases of property and equipment of $0.6 million. Cash provided by investing activities for the year ended December 31, 2024 was $86.4 million, which consisted of proceeds from maturities of marketable securities of $198.5 million and proceeds from sales of marketable securities of $185.6 million.
We currently have no debt outstanding. We have generated losses from our operations, as reflected in our accumulated deficit of $864.1 million as of December 31, 2024. We incurred operating losses and cash outflows from operations by supporting the growth of our business. We expect these losses and operating cash outflows to continue for the foreseeable future.
We have generated losses from our operations, as reflected in our accumulated deficit of $918.3 million as of December 31, 2025. We incurred operating losses and cash outflows from operations by supporting the growth of our business. We expect these losses and operating cash outflows to continue for the foreseeable future.
This was partially offset by purchases of marketable securities of $590.6 million and a loan to Opportunity Finance Network of $2.5 million.
This was partially offset by purchases of marketable securities of $289.8 million and a loan to Opportunity Finance Network of $7.5 million.
While we believe that increased international monetization presents an important opportunity for long-term growth, our primary focus remains on improving our product experience and aligning our operations to best serve users and advertisers in our existing markets.
We continue to assess opportunities to grow our international user base and expand monetization outside of the United States. While we believe that increased international monetization presents an important opportunity for long-term growth, our primary focus remains on improving our product experience and aligning our operations to best serve users and advertisers in our existing markets.
Year Ended December 31, (in thousands) 2024 2023 2022 Revenue $ 247,276 $ 218,309 $ 212,765 Costs and expenses (1) : Cost of revenue 41,850 41,613 38,981 Research and development 127,939 149,998 127,073 Sales and marketing 106,977 122,925 123,182 General and administrative 92,149 76,057 67,733 Total costs and expenses 368,915 390,593 356,969 Loss from operations (121,639) (172,284) (144,204) Interest income 24,381 25,780 9,304 Other income (expense), net (99) (505) (1,343) Loss before income taxes (97,357) (147,009) (136,243) Provision for income taxes 706 756 1,673 Net loss $ (98,063) $ (147,765) $ (137,916) __________________ (1) Includes stock-based compensation expense as follows: Year Ended December 31, (in thousands) 2024 2023 2022 Cost of revenue $ 2,736 $ 3,201 $ 2,627 Research and development 39,037 43,619 35,567 Sales and marketing 9,671 12,548 10,160 General and administrative 22,611 23,657 16,066 Total $ 74,055 $ 83,025 $ 64,420 51 Table of Contents The following table sets forth the components of our consolidated statements of operations as a percentage of revenue for each of the periods presented: Year Ended December 31, (as a percentage of total revenue) 2024 2023 2022 Revenue 100 % 100 % 100 % Costs and expenses: Cost of revenue 17 19 18 Research and development 52 69 60 Sales and marketing 43 56 58 General and administrative 37 35 32 Total costs and expenses 149 179 168 Loss from operations (49) (79) (68) Interest income 10 12 4 Other income (expense), net — — (1) Loss before income taxes (39) (67) (64) Provision for income taxes — — 1 Net loss (40) % (68) % (65) % Note: Certain figures may not sum due to rounding.
Year Ended December 31, (in thousands) 2025 2024 2023 Revenue $ 257,646 $ 247,276 $ 218,309 Costs and expenses (1) : Cost of revenue 40,987 41,850 41,613 Research and development 135,205 127,939 149,998 Sales and marketing 91,029 106,977 122,925 General and administrative 62,367 92,149 76,057 Total costs and expenses 329,588 368,915 390,593 Loss from operations (71,942) (121,639) (172,284) Interest income 18,758 24,381 25,780 Other income (expense), net 605 (99) (505) Loss before income taxes (52,579) (97,357) (147,009) Provision for income taxes 1,625 706 756 Net loss $ (54,204) $ (98,063) $ (147,765) __________________ (1) Includes stock-based compensation expense as follows: 52 Table of Contents Year Ended December 31, (in thousands) 2025 2024 2023 Cost of revenue $ 2,836 $ 2,736 $ 3,201 Research and development 36,849 39,037 43,619 Sales and marketing 8,888 9,671 12,548 General and administrative 16,770 22,611 23,657 Total $ 65,343 $ 74,055 $ 83,025 The following table sets forth the components of our consolidated statements of operations as a percentage of revenue for each of the periods presented: Year Ended December 31, (as a percentage of total revenue) 2025 2024 2023 Revenue 100 % 100 % 100 % Costs and expenses: Cost of revenue 16 17 19 Research and development 52 52 69 Sales and marketing 35 43 56 General and administrative 24 37 35 Total costs and expenses 128 149 179 Loss from operations (28) (49) (79) Interest income 7 10 12 Other income (expense), net — — — Loss before income taxes (20) (39) (67) Provision for income taxes 1 — — Net loss (21) % (40) % (68) % Note: Certain figures may not sum due to rounding.
Adjusted EBITDA is not presented in accordance with GAAP and the use of this term varies from others in our industry. 55 Table of Contents The following is a reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA: Year Ended December 31, (in thousands) 2024 2023 2022 Net loss $ (98,063) $ (147,765) $ (137,916) Depreciation and amortization 3,898 5,769 5,656 Stock-based compensation 74,055 83,025 64,420 Interest income (24,381) (25,780) (9,304) Provision for income taxes 706 756 1,673 Restructuring charges 25,578 9,888 — Adjusted EBITDA $ (18,207) $ (74,107) $ (75,471) Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with GAAP.
The following is a reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA: Year Ended December 31, (in thousands) 2025 2024 2023 Net loss $ (54,204) $ (98,063) $ (147,765) Depreciation and amortization 1,935 3,898 5,769 Stock-based compensation 65,343 74,055 83,025 Interest income (18,758) (24,381) (25,780) Provision for income taxes 1,625 706 756 Restructuring charges 4,660 25,578 9,888 Adjusted EBITDA $ 601 $ (18,207) $ (74,107) Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with GAAP.
Cost of revenue Year Ended December 31, Change (in thousands, except percentages) 2024 2023 $ % Cost of revenue $ 41,850 $ 41,613 $ 237 1 % Cost of revenue increased by $0.2 million, or 1%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Cost of revenue Year Ended December 31, Change (in thousands, except percentages) 2025 2024 $ % Cost of revenue $ 40,987 $ 41,850 $ (863) (2) % Cost of revenue decreased by $0.9 million, or 2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Non-cash charges primarily consisted of $83.0 million of stock-based compensation expense and $5.8 million of depreciation and amortization expense, partially offset by $8.6 million of accretion on investments.
Non-cash charges primarily consisted of $65.3 million of stock-based compensation expense, $1.9 million of depreciation and amortization expense, partially offset by $2.3 million of accretion on investments.
Provision for income taxes Year Ended December 31, Change (in thousands) 2024 2023 $ % Provision for income taxes $ 706 $ 756 $ (50) (7) % Provision for income taxes decreased by $0.1 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Provision for income taxes Year Ended December 31, Change (in thousands) 2025 2024 $ % Provision for income taxes $ 1,625 $ 706 $ 919 130 % Provision for income taxes increased by $0.9 million, or 130%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Financial Results as of and for the year ended December 31, 2024 are as follows: • Revenue was $247.3 million, an increase of 13% compared to 2023. • Total costs and expenses were $368.9 million, a decrease of 6% compared to 2023, including $25.6 million of restructuring charges. • Net loss decreased 34% to $98.1 million in 2024, compared to $147.8 million in 2023. • Adjusted EBITDA loss decreased 75% to $18.2 million in 2024, compared to $74.1 million in 2023. • Cash, cash equivalents, and marketable securities were $427.0 million.
Financial Results as of and for the year ended December 31, 2025 are as follows: • Revenue was $257.6 million, an increase of 4% compared to 2024. • Total costs and expenses were $329.6 million, a decrease of 11% compared to 2024. • Net loss decreased 45% to $54.2 million in 2025, compared to $98.1 million in 2024. • Adjusted EBITDA was positive $0.6 million in 2025, compared to a loss of $18.2 million in 2024. • Cash, cash equivalents, and marketable securities were $404.8 million.
The success of NEXT, and the return on our investments associated with NEXT, will depend on the ability of these platform changes to drive additional users and user engagement on our platform and to provide value to advertisers. International Expansion. We continue to assess opportunities to grow our international user base and expand monetization outside of the United States.
The success of the new Nextdoor initiative, and the return on our investments associated with the new Nextdoor initiative, will depend on the ability of these platform changes to drive additional users and user engagement on our platform and to provide value to advertisers. International Expansion.
Comparison of the Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, Change (in thousands, except percentages) 2024 2023 $ % Revenue $ 247,276 $ 218,309 $ 28,967 13 % Revenue increased by $29.0 million, or 13%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Comparison of the Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, Change (in thousands, except percentages) 2025 2024 $ % Revenue $ 257,646 $ 247,276 $ 10,370 4 % Revenue increased by $10.4 million, or 4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA.
Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA. Adjusted EBITDA is not presented in accordance with GAAP and the use of this term varies from others in our industry.
Cash used in operating activities during the year ended December 31, 2023 was $59.3 million which resulted from a net loss of $147.8 million, adjusted for non-cash charges of $79.9 million and net cash inflows of $8.6 million from changes in operating assets and liabilities.
Cash used in operating activities during the year ended December 31, 2024 was $20.2 million which resulted from a net loss of $98.1 million, adjusted for non-cash charges of $95.9 million and net cash outflows of $18.0 million from changes in operating assets and liabilities.
Restructuring In April 2024, we performed a restructuring intended to refocus the Company for future growth. The plan impacted 38 of our full-time employees. We incurred one-time charges of approximately $2.8 million in connection with the plan, consisting primarily of cash expenditures for severance payments, employee benefits, and related costs.
The plan impacted 38 of our full-time employees. We incurred one-time charges of $2.8 million in connection with the plan, consisting primarily of cash expenditures for severance payments, employee benefits and related costs. The execution of the plan was substantially complete by the end of the second quarter of 2024.
Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, (in thousands) 2024 2023 2022 Net cash used in operating activities $ (20,202) $ (59,273) $ (60,503) Net cash provided by (used in) investing activities $ 86,426 $ 66,490 $ (342,448) Net cash provided by (used in) financing activities $ (81,035) $ 8,916 $ (64,348) Operating activities Cash used in operating activities during the year ended December 31, 2024 was $20.2 million which resulted from a net loss of $98.1 million, adjusted for non-cash charges of $95.9 million and net cash outflows of $18.0 million from changes in operating assets and liabilities.
As of December 31, 2025, we had $78.4 million available for future share repurchases under the Share Repurchase Program. 55 Table of Contents Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, (in thousands) 2025 2024 2023 Net cash provided by (used in) operating activities $ 6,471 $ (20,202) $ (59,273) Net cash provided by investing activities $ 42,571 $ 86,426 $ 66,490 Net cash provided by (used in) financing activities $ (33,990) $ (81,035) $ 8,916 Operating activities Cash provided by operating activities during the year ended December 31, 2025 was $6.5 million which resulted from a net loss of $54.2 million, adjusted for non-cash charges of $64.8 million and net cash outflows of $4.2 million from changes in operating assets and liabilities.
These amounts were partially offset by a $3.7 million decrease in operating lease right-of-use assets due to normal amortization.
These amounts were partially offset by a $2.9 million decrease in operating lease right-of-use assets due to normal amortization, a $2.2 million increase in accounts payable, a $1.3 million increase in accrued expenses and other liabilities, and a $1.2 million increase in prepaid expenses and other assets.
Key Business Metrics In addition to the measures presented in our consolidated financial statements, we use the following key business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions: Weekly Active Users (WAUs) We define a Weekly Active User (“WAU”) as a Nextdoor user who opens our application, logs on to our website, or engages with an email with monetizable content at least once during a defined 7-day period. 1 We calculate average WAUs for a particular period by calculating the count of unique users, on a rolling basis for the past seven days, for each day of that period, and dividing that sum by the number of days in that period.
Key Business Metrics In addition to the measures presented in our consolidated financial statements, we use the following key business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions: 48 Table of Contents Platform Weekly Active Users (Platform WAU) We define a Platform WAU as a Nextdoor user who opens our application or logs on to our website at least once during a defined 7-day period.
General and administrative Year Ended December 31, Change (in thousands, except percentages) 2024 2023 $ % General and administrative $ 92,149 $ 76,057 $ 16,092 21 % General and administrative expenses increased by $16.1 million, or 21%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
General and administrative Year Ended December 31, Change (in thousands, except percentages) 2025 2024 $ % General and administrative $ 62,367 $ 92,149 $ (29,782) (32) % General and administrative expenses decreased by $29.8 million, or 32%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
WAUs. Our investments in international expansion are targeted and align with our broader strategic priorities. The success of these initiatives will depend on our ability to drive engagement and monetization in international markets.
Our investments in international expansion are targeted and align with our broader strategic priorities. The success of these initiatives will depend on our ability to drive engagement and monetization in international markets. Seasonality. We typically observe seasonal improvements in advertising spend beginning in the second quarter, with those demand trends remaining stable through the fourth quarter.
Quarterly Average Weekly Active Users (in millions) Average Revenue per Weekly Active User (ARPU) We generate revenue primarily from advertising. We measure monetization of our platform through our ARPU metric. We define ARPU as our total revenue in that geography during a period divided by the average of the number of WAUs in that geography during the same period.
We measure monetization of our platform through our Platform ARPU metric. We define Platform ARPU as our total revenue during a period divided by the average of the number of Platform WAU during the same period.
The net cash inflows from changes in operating assets and liabilities were primarily due to a $5.3 million increase in accrued expenses and other liabilities, a $4.7 million decrease in operating lease right-of-use assets due to normal amortization, a $3.5 million decrease in accounts receivable, and a $3.4 million decrease in prepaid expenses and other assets.
The net cash outflows from changes in operating assets and liabilities were primarily due to an $8.5 million decrease in operating lease liabilities due to lease payments and a $3.2 million increase in accounts receivable.
Cash provided by financing activities for the year ended December 31, 2023 was $8.9 million, which consisted of $7.2 million of proceeds from the exercise of stock options and $2.0 million of proceeds from the issuance of common stock under the employee stock purchase plan.
Financing activities Cash used in financing activities for the year ended December 31, 2025 was $34.0 million, which consisted of tax withholdings on release of restricted stock units of $19.1 million and repurchases of common stock of $18.9 million, partially offset by proceeds from the issuance of common stock upon exercise of stock options of $2.6 million and proceeds from the issuance of common stock under the employee stock purchase plan of $1.3 million.
See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure ” below for more information and for a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), to Adjusted EBITDA.
See “ Non-GAAP Financial Measure ” below for more information and for a reconciliation of net loss, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), to Adjusted EBITDA. 47 Table of Contents Restructuring In August 2025, we announced a cost reduction plan intended to right size the business and align the workforce and other expenses with our business priorities.
Other income (expense), net Year Ended December 31, Change (in thousands, except percentages) 2024 2023 $ % Other income (expense), net $ (99) $ (505) $ 406 (80) % Other expense, net decreased by $0.4 million, or 80%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Other income (expense), net Year Ended December 31, Change (in thousands, except percentages) 2025 2024 $ % Other income (expense), net $ 605 $ (99) $ 704 NM 54 Table of Contents Other income (expense), net increased by $0.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Key business metrics for the three months ended December 31, 2024 are as follows: • Weekly active users (“WAUs”) were 45.9 million, an increase of 10% compared to the three months ended December 31, 2023. • Average revenue per weekly active user (“ARPU”) was $1.42, an increase of 7% compared to the three months ended December 31, 2023.
Key business metrics for the three months ended December 31, 2025 are as follows: • Platform weekly active users (“Platform WAU”) was 21.0 million, a decrease of 5% compared to the three months ended December 31, 2024. • Average revenue per platform weekly active user (“Platform ARPU”) was $3.31, an increase of 13% compared to the three months ended December 31, 2024.
We use Adjusted EBITDA in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our Board of Directors concerning our financial performance.
Non-GAAP Financial Measure Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure that represents our net loss adjusted for depreciation and amortization, stock-based compensation, net interest income, provision for income taxes, and any restructuring charges or acquisition-related costs. 56 Table of Contents We use Adjusted EBITDA in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our Board of Directors concerning our financial performance.
Interest income Year Ended December 31, Change (in thousands, except percentages) 2024 2023 $ % Interest income $ 24,381 $ 25,780 $ (1,399) (5) % Interest income decreased by $1.4 million, or 5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily driven by lower invested balances.
Interest income Year Ended December 31, Change (in thousands, except percentages) 2025 2024 $ % Interest income $ 18,758 $ 24,381 $ (5,623) (23) % Interest income decreased by $5.6 million, or 23%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
The decrease was primarily due to a decrease in foreign income tax expenses. 53 Table of Contents Liquidity and Capital Resources Since inception, we have generated negative cash flows from operations and have primarily financed our operations from net proceeds received from the sale of equity securities, proceeds from the Business Combination, and payments received from our customers.
Liquidity and Capital Resources Since inception with the exception of the year ended December 31, 2025, we have generated negative cash flows from operations and have primarily financed our operations from net proceeds received from the sale of equity securities, proceeds from the Business Combination, and payments received from our customers. We currently have no debt outstanding.
To increase monetization, we are focused on serving more national brands by efficiently scaling our sales force, increasing ad agency relationships, and enhancing our self-serve tools for customers of all sizes. We are also focused on increasing our user base and engagement in the United States and internationally, which will increase the opportunities for businesses to advertise on Nextdoor.
We are also focused on increasing our user base and engagement in the United States and internationally, which will increase the opportunities for businesses to advertise on Nextdoor.
During the year ended December 31, 2024, we repurchased and retired 31.0 million shares of Class A common stock at an average purchase price of $2.44 per share for an aggregate repurchase price of $75.5 million. As of December 31, 2024, we had $97.2 million available for future share repurchases under the Share Repurchase Program.
During the year ended December 31, 2025, we repurchased and retired 10,874,916 shares of our Class A common stock at an average purchase price of $1.73 per share for an aggregate repurchase price of $18.8 million.
The execution of the plan was substantially complete by the end of the second quarter of 2024. In addition, in June 2024 we ceased occupying and abandoned certain floors of our leased headquarters in San Francisco in order to adjust our office space footprint to better align with the needs of our work model.
In addition, in June 2024 we ceased occupying and abandoned certain floors of our leased headquarters in San Francisco in order to adjust our office space footprint to better align with the needs of our work model. As a result, we recorded impairment charges of $22.8 million for the related operating lease right-of-use assets, leasehold improvements and furniture and fixtures.
We maintain a full valuation allowance on our U.S. federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized. 50 Table of Contents Results of Operations The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Annual Report.
Provision for Income Taxes The provision for income taxes consists primarily of income taxes related to foreign and state jurisdictions in which we conduct business. We maintain a full valuation allowance on our U.S. federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.
The incremental borrowing rate is a hypothetical rate based on the rate of interest we would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions.
The incremental borrowing rate is a hypothetical rate based on the rate of interest we would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. 57 Table of Contents Recently Issued Accounting Pronouncements Refer to Note 2 to our consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements.
Cost of revenue also includes third-party costs associated with delivering and supporting our advertising products and credit card transaction fees related to processing customer transactions. 49 Table of Contents Research and Development Research and development expenses consist primarily of personnel-related costs, including salaries, benefits, restructuring costs, and stock-based compensation for our employees engaged in research and development, as well as costs for consultants, contractors and third-party software.
Research and Development Research and development expenses consist primarily of personnel-related costs, including salaries, benefits, restructuring costs, and stock-based compensation for our employees engaged in research and development, as well as costs for consultants, contractors and third-party software. In addition, allocated overhead costs, such as facilities, information technology, and depreciation are included in research and development expenses.
This was partially offset by purchases of marketable securities of $289.8 million and a loan to Opportunity Finance Network of $7.5 million. Cash provided by investing activities for the year ended December 31, 2023 was $66.5 million, which consisted of proceeds from maturities of marketable securities of $504.4 million and proceeds from sales of marketable securities of $155.4 million.
These amounts were partially offset by a $3.7 million decrease in operating lease right-of-use assets due to normal amortization. Investing activities Cash provided by investing activities for the year ended December 31, 2025 was $42.6 million, which consisted of proceeds from maturities of marketable securities of $193.4 million and proceeds from sales of marketable securities of $141.9 million.
Quarterly ARPU Factors Affecting Our Performance Macroeconomic Conditions. Macroeconomic conditions, such as inflation, supply chain issues, fluctuations in foreign currency exchange rates, competition from other platforms and other risks and uncertainties have impacted, and all or some of these factors may continue to impact, advertiser demand, user growth, user engagement, and our business, operations and financial results.
Macroeconomic conditions, whether in the advertising industry in general, among specific types of advertisers or within particular geographies, including but not limited to health epidemics or pandemics, actual or perceived instability in the global banking system, labor shortages, supply chain disruptions, the implementation of tariffs by the United States, China, or other governments, a potential recession, inflation, changing interest rates and fluctuations in foreign currency exchange rates, competition from other platforms and other risks and uncertainties have impacted, and all or some of these factors may continue to impact, advertiser demand, user growth, user engagement, and our business, operations and financial results.
As a result, 45 Table of Contents we recorded impairment charges of $22.8 million for the related operating lease right-of-use assets, leasehold improvements and furniture and fixtures. The following table summarizes the restructuring charges in the consolidated statements of operations for the year ended December 31, 2024 (in thousands).
The following table summarizes the restructuring charges in the consolidated statements of operations for the year ended December 31, 2024 (in thousands).
The increase was primarily due to a $0.6 million increase in third-party hosting costs due to rising user growth and engagement, a $0.4 million increase in advertising platform costs, and a $0.2 million increase in third-party costs associated with delivering and supporting our advertising products, partially offset by a $1.0 million decrease in allocated personnel-related costs.
The increase was primarily due to a $4.8 million increase in personnel-related costs, driven by restructuring costs partially offset by a decrease in average headcount, a $1.5 million increase in third-party software costs, and a $1.3 million increase in professional service fees.
Periods of significant growth and changes in the macroeconomic environment have partially masked these trends in some historical periods.
Periods of significant growth and changes in the macroeconomic environment have partially masked these trends in some historical periods. Components of Results of Operations Revenue We generate a majority of our revenue from the delivery of advertising services. We recognize revenue only after transferring control of promised goods or services to the customer.
The following table sets forth our consolidated results of operations for the periods presented.
Results of Operations The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Annual Report. The following table sets forth our consolidated results of operations for the periods presented.
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Overview 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.
Added
Overview Nextdoor is the essential neighborhood network connecting over 105 million Verified Neighbors to the people, places, and information that matter most in their local communities. Operating in over 350,000 neighborhoods across 11 countries, Nextdoor fosters trusted, real-world utility through locally relevant content and services, including news, real-time safety alerts, neighbor recommendations, for sale and free listings, and events.
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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.
Added
This focus on practical local value drives genuine, high-intent local engagement and supports a diverse ecosystem of neighbors and partners seeking to connect with neighbors.
Removed
As of December 31, 2024, Nextdoor had more than 100 million Verified Neighbors, 46 million Weekly Active Users (WAU) and reached 1 in 3 households in the United States.
Added
The execution of the cost reduction plan was substantially complete by the end of the third quarter of 2025.
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We also present WAUs by geography because we are more advanced in engagement and monetization in the United States than internationally. In recent years, changes made to third party email operating systems have limited our ability to measure user engagement with emails containing monetizable content.
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The following table summarizes the restructuring charges in the consolidated statements of operations for the year ended December 31, 2025 (in thousands): Severance and Related Charges Stock-Based Compensation Expense Total Research and development $ 2,660 $ 792 $ 3,452 Sales and marketing 1,250 126 1,376 General and administrative 750 51 801 Total $ 4,660 $ 969 $ 5,629 In April 2024, we performed a restructuring intended to refocus the Company for future growth.
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This impacts our ability to accurately calculate a portion of WAUs for periods following the adoption of the updated operating systems. To address this, we use estimates for these user engagement numbers based on historical data sets, as well as data from users who engage with Nextdoor’s monetizable email content.
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We calculate average Platform WAU for a particular period by calculating the count of unique users, on a rolling basis for the past seven days, for each day of that period, and dividing that sum by the number of days in that period.
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For additional information, please see the section entitled “Risk Factors – Certain of our market opportunities and key metric estimates could prove to be inaccurate, and any real or perceived inaccuracies may harm our reputation and negatively affect our business .” 1 Emails with monetizable content are emails with a primary purpose to regularly inform users about topics that are relevant to them, and are therefore appropriate for delivering ads to users, as well as emails that deliver sponsored ads.
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Our Platform WAU for the three months ended December 31, 2025 and 2024 was 21.0 million and 22.2 million, respectively, which represents a 5% decrease period over period. Quarterly Average Platform Weekly Active Users (in millions) Average Revenue per Platform Weekly Active User (Platform ARPU) We generate revenue primarily from advertising.
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These emails comprise almost all of the emails that we send our users and include, but are not limited to, new, trending and top posts, weekly and anytime digests, welcome emails and urgent and emergency alerts.
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Our Platform ARPU for the years ended December 31, 2025 and 2024 was $11.94 and $11.36 , respectively. 49 Table of Contents Quarterly Platform ARPU Factors Affecting Our Performance Macroeconomic Conditions.
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We earn revenue from delivery of ad impressions in emails with monetizable content on either a cost per thousand (“CPM”) basis, a cost per click (“CPC”) basis, or on a fixed-fee basis.
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To increase monetization, we are focused on catering to businesses of all sizes, from small local businesses to large global brands across both self-serve and managed campaigns through our go-to-market approach. This approach combines the scale and efficiency of our proprietary ad stack with the expertise of a dedicated global sales team.
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While we have the ability to serve ads in all emails with monetizable content, we currently only do so on a portion of the total. 46 Table of Contents Our WAU for the three months ended December 31, 2024 and 2023 was 45.9 million and 41.8 million, respectively, which represents 10% growth period over period.
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While we continue to view international monetization as a long-term growth opportunity, our focus is on improving our product experience and aligning our operations to best serve users and advertisers in existing markets, primarily in the United States.
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We present ARPU on a U.S. and international basis because we are more advanced in our monetization in the United States than internationally. 47 Table of Contents U.S.
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We continually invest in technology to enhance our offerings for neighbors, businesses, and public agencies. At the core of our strategy is the use of AI and ML, which powers personalized content distribution and optimizes ad reach and performance. By leveraging our unique data set, we have developed AI-powered features to increase relevance, engagement, and utility for neighbors.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
3 edited+0 added−0 removed5 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
3 edited+0 added−0 removed5 unchanged
2024 filing
2025 filing
Biggest changeOur market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. Interest Rate Risk As of December 31, 2024, we had cash and cash equivalents of $45.6 million and marketable securities of $381.4 million. Our cash and cash equivalents consist of cash in bank accounts, demand deposits, money market funds, and corporate bonds.
Biggest changeOur market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. Interest Rate Risk As of December 31, 2025, we had cash and cash equivalents of $63.3 million and marketable securities of $341.4 million.
Dollar would have materially affected our consolidated financial statements for the periods presented. To date, we have not had a formal hedging program with respect to foreign currency, but we may do so in the future if our exposure to foreign currency should become more significant. 57 Table of Contents
Dollar would have materially affected our consolidated financial statements for the periods presented. To date, we have not had a formal hedging program with respect to foreign currency, but we may do so in the future if our exposure to foreign currency should become more significant. 58 Table of Contents
The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. We do not enter into investments for trading or speculative purposes.
Our cash and cash equivalents consist of cash held in banks, demand deposits, money market funds, corporate bonds, and commercial paper. The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. We do not enter into investments for trading or speculative purposes.