ABNB Rule 144 Notice: Founder-Linked 1.648M Shares Planned Sale on NASDAQ

Rhea-AI Filing Summary

Form 144 notice for Airbnb, Inc. (ABNB) shows a proposed sale of 1,648,000 Class A common shares through J.P. Morgan Securities with an aggregate market value of $215,113,440, scheduled approximately 09/02/2025 on NASDAQ. The shares were acquired on 10/27/2020 by transfer from Joseph Gebbia (original founder shares). The filing also reports six recent block sales by The Sycamore Trust of 236,000 shares each between 06/09/2025 and 08/18/2025, with gross proceeds per trade ranging from about $29.6M to $32.9M. The filer certifies no undisclosed material adverse information.

Positive

• Large, transparent disclosure of planned sale quantity and market value under Rule 144 provides market clarity
• Prior recent sales documented showing orderly, repeated dispositions which may reduce market-impact uncertainty

Negative

• Substantial share volume (1,648,000 shares) could increase sell-side pressure if executed into the market
• Founder-origin shares being sold indicate insider-related liquidity, which some investors may view negatively

Insights

Securities Analyst

TL;DR: Large Rule 144 sale by a founder-related holder signals planned secondary liquidity without new company disclosure.

The filing documents a sizeable planned distribution of 1.648M Class A shares via J.P. Morgan, valued at approximately $215.1M. The shares originated from a transfer dated 10/27/2020 from Joseph Gebbia, indicating these were founder-related holdings becoming eligible for sale. Recent systematic block sales by The Sycamore Trust totaling 1.416M shares over six trades demonstrate ongoing monetization. For investors, these are shareholder liquidity events rather than company capital raises; they do not change outstanding share count but may modestly increase free float if executed.

Corporate Governance Expert

TL;DR: The notice reflects routine disposition under Rule 144 with required seller attestations; no governance action by the company is recorded.

The filing includes the seller's representation that no material nonpublic information exists and references prior transfers from a founder. The repeated prior sales by The Sycamore Trust suggest a pre-existing plan of orderly disposition. There is no indication of insider trading plan dates or 10b5-1 reliance specified here, and no company-side approvals or amendments are included in the notice.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue, 6th Floor New York NY 10017	1648000	215113440	429079558	09/02/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	10/27/2020	Transfer	Joseph Gebbia, who acquired Founder shares on 07/15/09			1648000	10/27/2020	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
The Sycamore Trust C/o Airbnb, Inc. 888 Brannan Street San Francisco CA 94103	Class A Common Stock	06/09/2025	236000	32897540
The Sycamore Trust C/o Airbnb, Inc. 888 Brannan Street San Francisco CA 94103	Class A Common Stock	06/23/2025	236000	30553188
The Sycamore Trust C/o Airbnb, Inc. 888 Brannan Street San Francisco CA 94103	Class A Common Stock	07/07/2025	236000	32191212
The Sycamore Trust C/o Airbnb, Inc. 888 Brannan Street San Francisco CA 94103	Class A Common Stock	07/21/2025	236000	32763778
The Sycamore Trust C/o Airbnb, Inc. 888 Brannan Street San Francisco CA 94103	Class A Common Stock	08/04/2025	236000	30611498
The Sycamore Trust C/o Airbnb, Inc. 888 Brannan Street San Francisco CA 94103	Class A Common Stock	08/18/2025	236000	29586127

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is being sold in the ABNB Form 144 filing?

The filing proposes sale of 1,648,000 Class A common shares of Airbnb, Inc. on NASDAQ.

When is the proposed sale scheduled?

The approximate date of sale listed is 09/02/2025.

Who originally acquired the shares and when?

The shares were acquired by transfer on 10/27/2020 from Joseph Gebbia, who held founder shares.

Which broker is handling the proposed sale?

The broker named is J.P. Morgan Securities LLC, located at 390 Madison Avenue, New York.

Were there recent sales by related parties?

Yes. The Sycamore Trust sold six blocks of 236,000 shares each between 06/09/2025 and 08/18/2025, generating gross proceeds per trade of roughly $29.6M–$32.9M.