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Airbnb CEO Chesky gifts 76,500 shares after swap

The amended filing updates Airbnb’s Class A and B share holdings to reflect the same-day gift, and it reports no Rule 10b5-1 trading plan.

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Airbnb, Inc. (ABNB) reports that CEO and Chairman Brian Chesky converted 76,500 shares of Class B Common Stock into Class A Common Stock on August 28, 2026, then made a gift of 76,500 Class A shares the same day. Following the conversion, he held 45,582,306 Class B shares directly, with additional indirect holdings through several trusts. The amendment updates Class A and Class B holdings to reflect this gift, and no Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Chesky Brian
Role CEO and Chairman
Type Security Shares Price Value
Conversion Class B Common Stock F1 76,500 $0.00 $0.00
Conversion Class A Common Stock F1 76,500 -- --
Gift Class A Common Stock 76,500 $0.00 $0.00
holding Class B Common Stock F1 -- -- --
holding Class B Common Stock F1 -- -- --
holding Class B Common Stock F1 -- -- --
holding Class B Common Stock F1 -- -- --
holding Class B Common Stock F1 -- -- --
holding Class B Common Stock F1 -- -- --
holding Class B Common Stock F1 -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 45,582,306 contracts (Direct); Class A Common Stock — 10,501,685 shares (Direct); Class B Common Stock — 136,131 contracts (Indirect, By 2016 Legacy Trust B); Class B Common Stock — 63,655 contracts (Indirect, By 2016 Legacy Trust); Class B Common Stock — 15,266 contracts (Indirect, By 2016 Long-Term Trust); Class B Common Stock — 542,417 contracts (Indirect, By 2025 GRAT A); Class B Common Stock — 1,055,725 contracts (Indirect, By 2025 GRAT B); Class B Common Stock — 10,000,000 contracts (Indirect, By 2026 GRAT A); Class B Common Stock — 5,000,000 contracts (Indirect, By 2026 GRAT B); Class A Common Stock — 36,054 shares (Indirect, By 2019 Trust); Class A Common Stock — 251,886 shares (Indirect, By 2019 Trust A); Class A Common Stock — 5,854 shares (Indirect, By 2016 Legacy Trust B)
Footnotes (1)
  1. F1. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent, voting as a separate series or (c) the 20-year anniversary of the closing of the Issuer's initial public offering.
Class B converted to Class A 76,500 shares Class B Common Stock converted into Class A on August 28, 2026
Class A shares gifted 76,500 shares Bona fide gift of Class A Common Stock on August 28, 2026
Direct Class B holdings after transactions 45,582,306 shares Class B Common Stock held directly by Brian Chesky after August 28, 2026 conversion
Indirect Class B via 2026 GRAT A 10,000,000 shares Class B Common Stock held indirectly through 2026 GRAT A, convertible into the same number of Class A shares
Indirect Class B via 2026 GRAT B 5,000,000 shares Class B Common Stock held indirectly through 2026 GRAT B, convertible into the same number of Class A shares
Indirect Class B via 2025 GRAT B 1,055,725 shares Class B Common Stock held indirectly through 2025 GRAT B, convertible into the same number of Class A shares
Indirect Class A via 2019 Trust A 251,886 shares Class A Common Stock held indirectly through 2019 Trust A
Class B Common Stock financial
"The Class B Common Stock is convertible at any time at the option"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A Common Stock financial
"convertible at any time at the option of the holder into the Issuer's Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
bona fide gift financial
"Bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
initial public offering financial
"the 20-year anniversary of the closing of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
convertible financial
"The Class B Common Stock is convertible at any time at the option"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

What insider equity changes did ABNB CEO Brian Chesky report on August 28, 2026?

Brian Chesky reported converting 76,500 Class B shares into 76,500 Class A shares on August 28, 2026, and then making a gift of 76,500 Class A shares the same day. The amendment corrects his reported Class A and Class B holdings after this gift.

How many Class B shares of ABNB does Brian Chesky hold directly after this Form 4/A?

After the August 28, 2026 transactions, Brian Chesky directly held 45,582,306 shares of Airbnb Class B Common Stock. This figure reflects his direct Class B position following the conversion of 76,500 Class B shares into Class A shares.

What Class A gifts by Brian Chesky are disclosed in this ABNB Form 4/A amendment?

The amendment discloses that Brian Chesky made a bona fide gift of 76,500 Class A Common shares on August 28, 2026. This followed a same-day conversion of an equal number of Class B shares into Class A shares.

Does Brian Chesky have indirect Airbnb (ABNB) holdings through trusts?

Yes. The filing lists indirect holdings of Class B shares through entities including 2016 Legacy Trust B, 2016 Legacy Trust, 2016 Long-Term Trust, 2025 GRAT A and 2025 GRAT B, and 2026 GRAT A and 2026 GRAT B, plus indirect Class A holdings through 2019 trusts.

Is there a Rule 10b5-1 trading plan associated with these ABNB insider transactions?

No. The filing indicates that these August 28, 2026 transactions were reported without being made under a Rule 10b5-1 trading plan. Their timing is therefore not described as occurring under a pre-arranged trading program.

What are the conversion terms between ABNB Class B and Class A shares?

The Class B Common Stock is convertible one-to-one into Airbnb Class A Common Stock at the holder’s option. The Class B shares also automatically convert into Class A on certain transfers, upon an 80% Class B holder vote specifying a time or event, or 20 years after the IPO closing.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chesky Brian

(Last)(First)(Middle)
888 BRANNAN STREET

(Street)
SAN FRANCISCO CALIFORNIA 94103

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ ABNB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/01/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock08/28/2026C76,500A(1)10,578,185D
Class A Common Stock08/28/2026G76,500D$010,501,685D
Class A Common Stock36,054IBy 2019 Trust
Class A Common Stock251,886IBy 2019 Trust A
Class A Common Stock5,854IBy 2016 Legacy Trust B
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)08/28/2026C76,500 (1) (1)Class A Common Stock76,500$045,582,306D
Class B Common Stock(1) (1) (1)Class A Common Stock136,131136,131IBy 2016 Legacy Trust B
Class B Common Stock(1) (1) (1)Class A Common Stock63,65563,655IBy 2016 Legacy Trust
Class B Common Stock(1) (1) (1)Class A Common Stock15,26615,266IBy 2016 Long-Term Trust
Class B Common Stock(1) (1) (1)Class A Common Stock542,417542,417IBy 2025 GRAT A
Class B Common Stock(1) (1) (1)Class A Common Stock1,055,7251,055,725IBy 2025 GRAT B
Class B Common Stock(1) (1) (1)Class A Common Stock10,000,00010,000,000IBy 2026 GRAT A
Class B Common Stock(1) (1) (1)Class A Common Stock5,000,0005,000,000IBy 2026 GRAT B
Explanation of Responses:
1. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent, voting as a separate series or (c) the 20-year anniversary of the closing of the Issuer's initial public offering.
Remarks:
This Form 4 amendment is being filed to reflect the correct Class A Common Stock and Class B Common Stock holdings following the gift transaction that occurred on August 28, 2026.
/s/ Courtney Shike, Attorney-in-fact09/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)