Item 1.01 Entry into a Material Definitive Agreement
Notes Offering
On March 12, 2026, Airbnb, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) by the Company of $2.5 billion aggregate principal amount of senior notes, consisting of $850.0 million aggregate principal amount of its 4.400% Senior Notes due 2029 (the “2029 Notes”), $850.0 million aggregate principal amount of its 4.650% Senior Notes due 2031 (the “2031 Notes”), and $800.0 million aggregate principal amount of its 5.250% Senior Notes due 2036 (together with the 2029 Notes and the 2031 Notes, the “Notes”).
The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-275550), as supplemented by the Prospectus Supplement, dated March 12, 2026, relating to the Notes (together with the accompanying base prospectus, dated November 14, 2023, the “Prospectus”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act on March 12, 2026.
Indenture
On March 16, 2026 (the “Closing Date”), the Company closed the Offering. The terms of the Notes are governed by an Indenture, dated as of the Closing Date (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of the Closing Date (the “First Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. As used in the following description, capitalized terms not otherwise defined herein will have the meanings assigned to them in the Indenture.
The 2029 Notes mature on March 16, 2029 and bear interest at a rate of 4.400% per annum, the 2031 Notes mature on March 16, 2031 and bear interest at a rate of 4.650% per annum, and the 2036 Notes mature on March 16, 2036 and bear interest at a rate of 5.250% per annum. The Notes are the Company’s general unsecured senior obligations.
Prior to the Par Call Date (as defined below), for a series of Notes, the Company may redeem such Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus (i) 10 basis points in the case of the 2029 Notes, (ii) 15 basis points in the case of the 2031 Notes, and (iii) 20 basis points in the case of the 2036 Notes, in each case, less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. “Par Call Date” as used in this paragraph shall mean (i) with respect to the 2029 Notes, February 16, 2029 (one month prior to the maturity date of the 2029 Notes), (ii) with respect to the 2031 Notes, February 16, 2031 (one month prior to the maturity date of the 2031 Notes) and (iii) with respect to the 2036 Notes, December 16, 2035 (three months prior to the maturity date of the 2036 Notes).
Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture) with respect to a series of Notes, unless the Company has redeemed such series of Notes in full, has defeased the Notes or has satisfied and discharged the Notes, each holder of Notes of such series will have the right to require that the Company repurchase any and all of such holder’s Notes of such series at a purchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, thereon, to, but excluding, the date of purchase.
