SCHEDULE 13D/A: Benchmark Capital Funds Update Significant Stake in Nextdoor Holdings, Reflecting Dilution from Increased Outstanding Shares

Benchmark Capital and its affiliated funds have filed an amended Schedule 13D, updating their beneficial ownership in Nextdoor Holdings, Inc., with their aggregate percentage stake decreasing due to an increase in the company's outstanding shares.

Summary

• This document is Amendment No. 1 to the Schedule 13D originally filed on November 15, 2021, by Benchmark Capital and its affiliated funds and managing members regarding their beneficial ownership in Nextdoor Holdings, Inc.
• The amendment was triggered because an increase in Nextdoor Holdings, Inc.'s outstanding shares of Common Stock resulted in a decrease of 1% or more in the aggregate percentage ownership held by the Reporting Persons.
• As of December 31, 2024, Nextdoor Holdings, Inc. had 224,488,476 shares of Class A Common Stock and 158,133,784 shares of Class B Common Stock outstanding.
• The Reporting Persons collectively hold a significant number of Class B Common Stock shares, which are convertible into Class A Common Stock on a one-to-one basis.
• J. William Gurley, a managing member of Benchmark Capital Management Co. VI, L.L.C. and Benchmark Capital Management Co. VIII, L.L.C., and a board member of Nextdoor Holdings, Inc., beneficially owns an aggregate of 52,842,074 shares of Class B Common Stock, representing 19.1% of Class A Common Stock (assuming conversion).
• The shares were initially acquired as a result of a business combination on November 5, 2021, where Original Nextdoor became a wholly-owned subsidiary of Khosla Ventures Acquisition Co. II (renamed Nextdoor Holdings, Inc.), with an exchange ratio of 3.1057 to 1 for Original Nextdoor stock into Class B Common Stock.
• The funds used for the acquisition of Original Nextdoor securities were from working capital.
• The Reporting Persons hold their securities for investment purposes and may adjust their holdings based on various market and company-specific factors.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing (Schedule 13D amendment) detailing changes in beneficial ownership percentages due to an increase in outstanding shares. It does not contain positive or negative operational or financial news, nor does it express a particular sentiment beyond the routine disclosure of investment intent.

Positives

• Benchmark Capital and its affiliated funds continue to hold a substantial beneficial ownership stake in Nextdoor Holdings, Inc., indicating ongoing investment interest.
• The Reporting Persons' stated purpose for holding securities is for investment, suggesting a long-term perspective on the company's value.
• The existence of an Amended and Restated Registration Rights Agreement provides the Benchmark Funds with customary rights to register and potentially sell their shares, offering future liquidity options.

Negatives

• The aggregate percentage ownership of the Reporting Persons has decreased by 1% or more, primarily due to an increase in the Issuer's outstanding shares, which represents a dilution of their relative stake.

Risks

• The document does not explicitly state specific risks beyond the general nature of holding securities for investment purposes, which inherently involves market and company-specific risks.

Future Outlook

The Reporting Persons hold their securities for investment purposes and may, from time to time, acquire additional shares, retain, or sell existing shares in the open market or privately negotiated transactions, or distribute them to their partners. Future actions will depend on factors such as the Issuer's stock price, general market and economic conditions, ongoing evaluation of the Company's business, financial condition, operations, prospects, and the relative attractiveness of alternative business and investment opportunities.

Management Comments

• "The Reporting Persons hold their securities of the Issuer for investment purposes."
• "Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Common Stock of the Issuer, general market and economic conditions, ongoing evaluation of the Company's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments."
• "Except as set forth above and in Item 6 and any plans or proposals that may from time to time be discussed or considered by the board of directors of the Issuer, including Gurley, who is a managing member of the BCMC VI and BCMC VIII and a member of the Issuer's board of directors, in his fiduciary capacity as a director of the Issuer, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D."

Industry Context

This filing reflects a routine update to a significant investor's stake in a publicly traded technology company, common in the venture capital industry where early investors adjust their holdings post-IPO or business combination. The dual-class share structure (Class A and Class B) is also a common feature in tech companies, allowing founders and early investors to retain significant voting control despite potential dilution of economic ownership.

Comparison to Industry Standards

• N/A This document is a regulatory filing detailing changes in beneficial ownership percentages due to an increase in outstanding shares, rather than a performance report or project update that would allow for direct comparison to industry-specific financial or operational benchmarks or comparable companies/projects.

Management Changes

Corporate Governance

Related Party Transactions

• The Issuer and certain of its stockholders, including the Benchmark Funds (entities associated with the Reporting Persons), entered into an Amended and Restated Registration Rights Agreement, which grants customary registration rights.

Stakeholder Impact

• Shareholders: The increase in outstanding shares has diluted the percentage ownership of existing significant investors, which could imply broader dilution for other shareholders. The continued significant stake by Benchmark Capital may be viewed positively as a sign of ongoing institutional confidence.

Next Steps

• The Reporting Persons may, from time to time, acquire additional shares of Common Stock of the Issuer.
• The Reporting Persons may, from time to time, retain and/or sell all or a portion of the shares of Common Stock of the Issuer.
• The Reporting Persons may distribute the Common Stock of the Issuer held by them to their respective partners.

Key Dates

Keywords

Nextdoor Holdings Inc., Schedule 13D, beneficial ownership, Benchmark Capital, Class A common stock, Class B common stock, SEC filing, investment, venture capital, shareholding, corporate governance, registration rights, dilution