Airbnb Insider Filing: 46.3M Class A Shares Held by Trust After Conversion

Rhea-AI Filing Summary

Nathan Blecharczyk, a director, 10% owner and Chief Strategy Officer of Airbnb, Inc. (ABNB), reported transactions dated 08/25/2025. The filing shows conversion/transfer activity involving Class B Common Stock into Class A Common Stock: a reported amount of 10,386,565 shares on 08/25/2025 and an indicated beneficial holding of 46,288,772 Class A shares held by trust. The form notes the Class B shares convert one-for-one into Class A shares and that one transfer is exempt from reporting under Rule 16a-13. The form was signed by an attorney-in-fact on 08/27/2025.

Positive

• Clear disclosure of reporting person identity and roles: Director, 10% Owner, and Chief Strategy Officer.
• Specific transaction details provided: 10,386,565 Class B shares reported on 08/25/2025 and beneficial holding of 46,288,772 Class A shares by trust.
• Conversion mechanics explained: Class B common stock converts one-to-one into Class A common stock as described in the explanatory note.
• Compliance detail: filing includes attorney-in-fact signature and notes an exemption under Rule 16a-13.

Negative

• None.

Insights

Financial Analyst

TL;DR: A senior executive and significant shareholder reported large Class B to Class A share conversions on 08/25/2025; filing cites a Rule 16a-13 exemption.

The filing documents substantial share movement by Nathan Blecharczyk, showing 10,386,565 Class B shares reported on 08/25/2025 and a referenced beneficial holding of 46,288,772 Class A shares held by a trust. The explanatory note confirms Class B converts one-for-one to Class A. The report is procedural and compliant in form, including attorney-in-fact signature and an exemption citation. From a trading-data perspective, the disclosure clarifies ownership counts but contains no prices or sale proceeds.

Corporate Governance Expert

TL;DR: Governance disclosure shows a high‑level owner/executive converting voting-class shares into Class A shares, with conversion mechanics and an exemption noted.

The Form 4 identifies Blecharczyk as Director, 10% Owner and Chief Strategy Officer and documents conversion/transfer mechanics of Class B to Class A shares, highlighting the one-to-one convertibility and conditions for automatic conversion. The filing also notes a transfer exempt under Rule 16a-13 and includes proper signature by an attorney-in-fact. The filing provides clear, specific ownership figures but does not include context about voting control changes beyond the conversion mechanics described.

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).

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)
08/25/2025

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

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)	08/25/2025		G			10,386,565	(1)	(1)	Class A Common Stock	10,386,565	$0	0(2)	I	By 2020 GRAT II
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,288,772		46,288,772(2)	I	By Trust

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. Reflects a transfer exempt from reporting pursuant to Rule 16a-13.

	/s/ Brian Savage, Attorney-in-fact	08/27/2025
	** 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 Nathan Blecharczyk report on Form 4 (ABNB)?

The Form 4 reports conversion/transfer activity dated 08/25/2025 involving 10,386,565 Class B Common Stock and indicates a beneficial holding of 46,288,772 Class A shares held by trust.

What is Nathan Blecharczyk's relationship to Airbnb (ABNB) as stated on the form?

The filing lists Blecharczyk as a Director, a 10% Owner, and an Officer with the title Chief Strategy Officer.

Does the Form 4 explain how Class B shares convert to Class A shares?

Yes. The explanatory note states Class B Common Stock is convertible on a one-to-one basis into Class A Common Stock and describes conditions for automatic conversion.

Was any transfer exempt from reporting on this Form 4?

Yes. The filing states one transfer reflects a transfer exempt from reporting pursuant to Rule 16a-13.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Brian Savage, Attorney-in-fact on 08/27/2025.