Airbnb, Inc. shareholders Nathan Blecharczyk and Gioacchino Curiale reported their beneficial ownership of the company’s Class A common stock in an amended Schedule 13G. As of December 31, 2025, Blecharczyk is listed as beneficially owning 9.8% of the Class A shares and Curiale 3.4%, based on 425,294,120 Class A shares outstanding as of October 20, 2025. Their stakes include shares issuable from Class B common stock, restricted stock units, stock options, and family trusts, and are subject to a voting agreement with other Airbnb insiders, for which they disclaim beneficial ownership of others’ securities.
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What does Airbnb (ABNB) Amendment No. 6 to Schedule 13G report?
Amendment No. 6 reports updated beneficial ownership of Airbnb Class A stock by Nathan Blecharczyk and Gioacchino Curiale. It details their percentage stakes, how those are calculated, and the underlying instruments such as Class B shares, restricted stock units, options, and trusts.
How much of Airbnb (ABNB) does Nathan Blecharczyk beneficially own?
The filing states Nathan Blecharczyk is deemed to beneficially own 9.8% of Airbnb’s Class A common stock. This percentage is calculated assuming conversion of his Class B shares, vesting of certain restricted stock units, exercisable options, and shares held in related trusts he can direct.
What is Gioacchino Curiale’s beneficial ownership in Airbnb (ABNB)?
Gioacchino Curiale is reported as beneficially owning 3.4% of Airbnb’s Class A common stock. His interest comes from Class A shares issuable upon conversion of Class B shares held in trusts benefiting Nathan Blecharczyk’s family, for which Curiale serves as trustee with voting and dispositive power.
What share count does the Airbnb (ABNB) Schedule 13G use as a basis?
The Schedule 13G uses 425,294,120 shares of Airbnb Class A common stock outstanding as of October 20, 2025. That figure comes from Airbnb’s Form 10-Q and serves as the denominator for calculating the 9.8% and 3.4% beneficial ownership percentages disclosed for the two reporting persons.
How do Class B shares and equity awards affect Airbnb (ABNB) ownership in this filing?
Ownership percentages assume one-to-one conversion of Class B into Class A shares, plus vesting of certain restricted stock units and exercisable stock options. This means reported stakes for Nathan Blecharczyk and Gioacchino Curiale reflect potential Class A shares issuable from these instruments, not only currently issued Class A stock.
What is the Voting Agreement mentioned in the Airbnb (ABNB) Schedule 13G?
The filing references a Voting Agreement among the reporting persons, Brian Chesky, Joseph Gebbia, and affiliated trusts and entities. It states these parties may be deemed a group under Rule 13d-3, but the reporting persons expressly disclaim beneficial ownership of securities held by the other Voting Agreement participants.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Airbnb, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
009066101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
009066101
1
Names of Reporting Persons
Nathan Blecharczyk
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
46,433,863.22
6
Shared Voting Power
0.00
7
Sole Dispositive Power
46,433,863.22
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
46,433,863.22
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
009066101
1
Names of Reporting Persons
Gioacchino Curiale
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
15,142,931.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
15,142,931.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,142,931.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Airbnb, Inc.
(b)
Address of issuer's principal executive offices:
888 Brannan Street, San Francisco, CA 94103
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of Nathan Blecharczyk and Gioacchino Curiale (each a "Reporting Person" and collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The business address of each Reporting Person is 888 Brannan Street, San Francisco, CA 94103.
(c)
Citizenship:
Each of the Reporting Persons is a citizen of the United States.
(d)
Title of class of securities:
Class A Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
009066101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2025, based upon 425,294,120 shares of Class A Common Stock outstanding as of October 20, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025. The ownership information assumes the respective conversion of the Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer, and the vesting of restricted stock units and exercise of stock options disclosed below, each into shares of Class A Common Stock of the Issuer on a one-to-one basis.
Nathan Blecharczyk is deemed to be the beneficial owner of 46,433,863.223 shares of Class A Common Stock, which include: (i) 2,126.223 shares of Class A Common Stock held of record by Mr. Blecharczyk; (ii) 6,721 shares of Class A Common Stock issuable to Mr. Blecharczyk upon vesting of restricted stock units that will vest within 60 days of December 31, 2025; (iii) 11,520 shares of Class A Common Stock held of record by a trust over which Mr. Blecharczyk has investment discretion; (iv) 46,054,197 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held in trusts over which Mr. Blecharczyk has investment discretion; and (v) 359,299 shares of Class A Common Stock subject to stock options held by Mr. Blecharczyk that are exercisable on or within 60 days of December 31, 2025.
Gioacchino Curiale is deemed to be the beneficial owner of 15,142,931 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held in trusts for the benefit of Mr. Blecharczyk's family for which he serves as the trustee.
(iv) Shared power to dispose or to direct the disposition of:
Nathan Blecharczyk: 0
Gioacchino Curiale: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Pursuant to the Voting Agreement, dated as of December 4, 2020, by and among the Reporting Persons, Brian Chesky, Joseph Gebbia, and certain affiliated trusts and entities described therein (the "Voting Agreement"), the parties to the Voting Agreement may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended. The Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the other parties to the Voting Agreement.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
