Airbnb (ABNB) CSO logs 2,739-share sale and tax withholding in Form 4

Rhea-AI Filing Summary

Airbnb, Inc. Chief Strategy Officer Nathan Blecharczyk reported several equity transactions involving the company’s common stock. On May 20, 2026, he completed an open-market sale of 2,739 shares of Class A Common Stock at $131.40 per share, leaving 81,631.093 Class A shares held directly.

On May 19, 2026, 4,084.139 Class A shares were disposed of to cover tax obligations at $134.40 per share, which is a tax-withholding event rather than an open-market sale. That same day, a trust associated with him converted 450 shares of Class B Common Stock into Class A on a one-to-one basis, and continues to hold 45,957,019 Class B shares indirectly. The filing notes that the sale was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on August 28, 2025.

Insights

Equity compensation and insider-trading analyst

Routine planned sale with tax withholding and small conversion, insider retains a very large position.

Nathan Blecharczyk executed an open-market sale of 2,739 Class A shares at $131.40, alongside a tax-withholding disposition of 4,084.139 shares at $134.40. He also converted 450 Class B shares into Class A on a one-to-one basis via a trust.

The filing states the sale was made under a Rule 10b5-1 trading plan adopted on August 28, 2025, indicating it was pre-planned rather than opportunistic. After these transactions, he still holds 81,631.093 Class A shares directly and 45,957,019 Class B shares indirectly, so the net sale is small relative to his total holdings.

Insider Trade Summary 10b5-1

Net Seller: 2,739 shares ($359,905)

Net Sell 4 txns

Insider Blecharczyk Nathan

Role Chief Strategy Officer

Sold 2,739 shs ($360K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,739	$131.40	$360K
Conversion	Class B Common Stock	450	$0.00	--
Tax Withholding	Class A Common Stock	4,084.139	$134.40	$549K
Conversion	Class A Common Stock	450	$0.00	--

Holdings After Transaction: Class A Common Stock — 81,631.093 shares (Direct, null); Class B Common Stock — 45,957,019 shares (Indirect, By Trust); Class A Common Stock — 12,370 shares (Indirect, By Trust)

Footnotes (1)

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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2025.

Key Figures

Open-market sale: 2,739 shares at $131.40 Tax-withholding shares: 4,084.139 shares at $134.40 Class B to Class A conversion: 450 shares converted 1:1 +3 more

6 metrics

Open-market sale 2,739 shares at $131.40 Class A Common Stock sold on May 20, 2026

Tax-withholding shares 4,084.139 shares at $134.40 Class A shares disposed for tax on May 19, 2026

Class B to Class A conversion 450 shares converted 1:1 Conversion by trust on May 19, 2026

Direct Class A holdings 81,631.093 shares Shares owned directly after transactions

Indirect Class B holdings 45,957,019 shares Class B shares held indirectly by trust after conversion

Indirect Class A holdings 12,370 shares Class A shares held indirectly after conversion

Key Terms

Rule 10b5-1 trading plan, tax-withholding disposition, Class B Common Stock, derivative conversion, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 4,084.139 shares at $134.4000 per share."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class B Common Stock financial

"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."

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.

derivative conversion financial

"transaction_action: "derivative conversion" for 450.0000 shares of Class B into Class A Common Stock."

open-market sale financial

"transaction_action: "open-market sale" for 2,739.0000 Class A Common Stock at $131.4000."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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
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).

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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

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

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

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	05/19/2026		F		4,084.139	D	$134.4	84,370.093	D
Class A Common Stock	05/19/2026		C		450	A	(1)	12,370	I	By Trust
Class A Common Stock	05/20/2026		S(2)		2,739	D	$131.4	81,631.093	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)	05/19/2026		C			450	(1)	(1)	Class A Common Stock	450	$0	45,957,019	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2025.

	/s/ Brian Savage, Attorney-in-fact	05/21/2026
	** 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.
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)