Airbnb Insider Report: 1.91M Conversion and 262,500-Share Gift

Rhea-AI Filing Summary

Joseph Gebbia, a director and 10% owner of Airbnb, Inc. (ABNB), reported transactions dated 08/28/2025. The filing shows conversion/acquisition of 1,910,500 shares of Class A common stock and a separate disposition (code G) of 262,500 shares at $0 (gift). After the reported transactions, 1,648,015 Class A shares were beneficially owned indirectly via Sycamore Trust. The filing also lists extensive indirect holdings totaling 30,936,984 Class A shares attributable to various entities controlled by the reporting person.

Positive

• Director and 10% owner disclosed transactions transparently with required Form 4 details
• Large conversion recorded: 1,910,500 Class B converted/acquired into Class A shares, clarifying share class positions
• Explanation provided on Class B automatic conversion mechanics and conditions

Negative

• Gift disposition of 262,500 shares at $0 (Code G) reduced beneficial ownership reported for the reporting person
• Complex indirect ownership structure across multiple trusts and LLCs could complicate clarity on final control and economic exposure

Insights

Financial Analyst

TL;DR: Insider converted a large block of Class B into Class A and made a significant gift, altering indirect holdings materially.

The Form 4 documents a conversion/acquisition of 1,910,500 Class A shares (via Class B conversion) and a gift disposition of 262,500 Class A shares on 08/28/2025. Post-transaction indirect ownership via Sycamore Trust is reported at 1,648,015 Class A shares, while total indirect holdings across listed entities amount to 30,936,984 Class A shares. For investors, this clarifies the insider's voting and economic exposure: conversions change share class mix; the gift reduces direct economic ownership but may not affect control if shares remain within affiliated trusts. All figures are explicitly stated in the filing.

Corporate Governance Expert

TL;DR: Director and 10% owner reported class conversion and a zero-price transfer (gift), relevant to control and disclosure compliance.

Joseph Gebbia is disclosed as both a director and a 10% owner. The filing explains Class B shares convert one-for-one into Class A shares and lists conditions for automatic conversion. The reported transactions on 08/28/2025 include a Code C acquisition (conversion) of 1,910,500 shares and a Code G disposition of 262,500 shares at $0. The filing is signed by an attorney-in-fact and includes required explanatory language about conversion mechanics. Material governance implications are described by the filing's stated conversion mechanics and ownership aggregation across multiple entities.

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

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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).

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^*

Gebbia Joseph

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		C		1,910,500	A	(1)	1,910,515	I	By Sycamore Trust
Class A Common Stock	08/28/2025		G		262,500	D	$0	1,648,015	I	By Sycamore Trust
Class A Common Stock								2,860	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)	08/28/2025		C			1,910,500	(1)	(1)	Class A Common Stock	1,910,500	$0	30,936,984	I	By Sycamore Trust
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	352,000		352,000	I	By LLC
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	92,400		92,400	I	By Ulderico LLC
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,000,000		1,000,000	I	By Guernica LLC
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	By Guernica 2, LLC
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,000,000		3,000,000	I	By Guernica 3, LLC

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.

	/s/ Brian Savage, Attorney-in-fact	09/02/2025
	** 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).
** 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.
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FAQ

What transactions did Joseph Gebbia report on Form 4 for ABNB?

The filing reports a Code C acquisition/conversion of 1,910,500 Class A shares and a Code G disposition (gift) of 262,500 Class A shares on 08/28/2025.

How many ABNB shares does Gebbia indirectly own after the transactions?

The Form 4 shows 1,648,015 Class A shares beneficially owned indirectly by Sycamore Trust after the reported transactions; total listed indirect holdings equal 30,936,984 Class A shares across entities.

What is the significance of the Class B conversion language in the filing?

The filing states Class B Common Stock converts one-for-one into Class A Common Stock and describes conditions for automatic conversion, clarifying conversion mechanics.

Was any cash consideration reported for the disposition of shares?

No cash consideration was reported for the 262,500-share disposition; the price is listed as $0, indicating a gift (Code G).

Who signed the Form 4 filing for Gebbia?

The Form 4 was signed by /s/ Brian Savage, Attorney-in-fact on 09/02/2025.