Airbnb Insider Blecharczyk Reports 10b5-1 Sales and Class B Conversion

Rhea-AI Filing Summary

Nathan Blecharczyk, Chief Strategy Officer and 10% owner of Airbnb, Inc. (ABNB), reported multiple transactions around August 19-20, 2025. He disposed of 3,412.926 shares of Class A common stock at $125.49 each and sold an additional 2,246 shares at $125.20 each under a Rule 10b5-1 trading plan adopted May 31, 2024. He also converted 400 shares of Class B common stock into 400 shares of Class A common stock. After these transactions, his reported direct beneficial ownership of Class A shares was 182,513.656 shares. His indirect holdings include Class A shares underlying Class B stock and a 2020 GRAT II holding.

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating trades were pre-planned (adopted May 31, 2024)
• Clear disclosure of post-transaction ownership: direct Class A ownership reported as 182,513.656 shares

Negative

• Insider dispositions totaled 5,658.926 Class A shares (3,412.926 + 2,246), representing realized selling activity
• Conversion of Class B to Class A increases public float by 400 shares, potentially dilutive to Class B voting concentration

Insights

Securities Analyst

TL;DR: Insider sold several thousand Class A shares via a pre-established 10b5-1 plan and converted Class B into Class A, modestly reducing direct holdings.

The transactions are executed under a Rule 10b5-1 plan, which typically indicates scheduled, pre-planned disposals rather than opportunistic trades. Dispositions totaled 5,658.926 Class A shares across two days at prices near $125 per share, modest relative to reported indirect holdings in the millions. The conversion of 400 Class B shares to Class A increases public float but appears routine given convertibility terms.

Corporate Governance Expert

TL;DR: Report shows routine insider liquidity and use of standard governance mechanisms; no explicit red flags in disclosure.

Form 4 discloses sales effected pursuant to a 10b5-1 plan and a voluntary conversion of Class B to Class A. The filing includes clear ownership post-transaction figures and the explanatory note about automatic conversion mechanics. There is no indication of undisclosed related-party transfers or unusual derivative exercises; overall governance transparency is maintained.

SEC Form 4

FORM 4

UNITED 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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Blecharczyk Nathan

(Last) (First) (Middle)

888 BRANNAN STREET

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ ABNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/19/2025		F		3,412.926	D	$125.49	184,759.656	D
Class A Common Stock	08/19/2025		C		400	A	(1)	10,296	I	By Trust
Class A Common Stock	08/20/2025		S(2)		2,246	D	$125.2	182,513.656	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	08/19/2025		C			400	(1)	(1)	Class A Common Stock	400	$0	45,409,194	I	By Trust
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	11,266,143		11,266,143	I	By 2020 GRAT II

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.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 31, 2024.

	/s/ Brian Savage, Attorney-in-fact	08/21/2025
	** Signature of Reporting Person	Date
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).
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FAQ

What trades did Nathan Blecharczyk (ABNB) report on this Form 4?

He reported a disposition of 3,412.926 Class A shares at $125.49, a conversion of 400 Class B to Class A, and a sale of 2,246 Class A shares at $125.20.

Were the sales part of a pre-planned trading program?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted May 31, 2024.

What is Blecharczyk's reported Class A ownership after the transactions?

The filing reports 182,513.656 shares of Class A common stock held directly following the reported transactions.

Did the filing disclose any derivative or indirect holdings?

Yes. It reports indirect beneficial ownership including 45,409,194 Class A shares underlying Class B held by trust and 11,266,143 Class A shares associated with a 2020 GRAT II.

Is there an explanation of Class B conversion mechanics in the filing?

Yes. The filing explains Class B common stock converts one-for-one into Class A upon transfer, upon 80% holder vote, or after a 20-year anniversary of the IPO.