ABNB Schedule 13G/A: Founder Joseph Gebbia Reports 40.3M Class A Shares

Rhea-AI Filing Summary

Joseph Gebbia filed an Amendment No. 5 to a Schedule 13G reporting beneficial ownership of Class A common stock of Airbnb, Inc. The filing states he is the beneficial owner of 40,255,034 shares of Class A Common Stock, representing 8.5% of the Class A shares outstanding. The ownership figure is calculated using 431,602,213 Class A shares outstanding (per the issuer's April 18, 2025 disclosure) and includes shares issuable upon conversion of Class B common stock and certain stock options.

The filing shows the Reporting Person has sole voting and sole dispositive power over all 40,255,034 shares, lists his U.S. citizenship and business address, and notes a Voting Agreement with other founders that "may be deemed to constitute a group," while disclaiming beneficial ownership of securities held by the other parties to that agreement.

Positive

• Material founder stake disclosed: Joseph Gebbia beneficially owns 40,255,034 Class A shares, equal to 8.5% of Class A stock as reported.
• Clear control lines: The filing states sole voting and sole dispositive power over all reported shares, and explicitly details components of the stake (recorded shares, converted Class B shares, LLC-held Class B conversions, and exercisable options).
• Updated disclosure: This is labeled as Amendment No. 5, indicating the Reporting Person is maintaining current SEC reporting requirements.

Negative

• Aggregation assumption: The reported ownership includes shares issuable upon conversion of Class B common stock and certain options, so the figure reflects conversion/exercise assumptions rather than only currently outstanding Class A shares.
• Potential group treatment: The filing states the Voting Agreement "may be deemed to constitute a group," which could affect how voting coordination is interpreted for regulatory purposes.

Insights

Corporate Governance Expert

TL;DR: Founder-level ownership disclosure shows significant Class A stake (8.5%) with sole voting and dispositive power; Voting Agreement could imply coordinated governance.

The Schedule 13G/A reports that Joseph Gebbia beneficially owns 40,255,034 Class A shares (8.5%). The filing expressly states sole voting and dispositive power over these shares and clarifies that the total includes shares issuable upon conversion of Class B stock and certain options. For governance analysis, the Voting Agreement referenced may cause the parties to be considered a group under Rule 13d-3, which is important for assessing potential coordinated voting or control arrangements. The Reporting Person disclaims ownership of securities held by other parties to the Voting Agreement, but the disclosure itself is material for stakeholder transparency.

Securities Analyst

TL;DR: Material ownership disclosure (>5%) by a founder is routine but significant; figures rely on conversion assumptions disclosed in the filing.

The filing quantifies beneficial ownership as of June 30, 2025, and bases the percentage on 431,602,213 Class A shares outstanding as disclosed by the issuer on April 18, 2025. The reported 40,255,034 shares explicitly include converted Class B shares and options exercisable within 60 days, which is a common SEC disclosure practice to show fully-diluted holdings. This Schedule 13G/A is informational and does not indicate a transaction; it provides investors with a clear view of founder-held economic and voting exposure to ABNB equity under stated assumptions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Airbnb, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

009066101

(CUSIP Number)

06/30/2025

(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

Joseph Gebbia

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 40,255,034.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 40,255,034.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

40,255,034.00

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)

8.5 %

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 Joseph Gebbia (the "Reporting Person").
(b)	Address or principal business office or, if none, residence: The business address of the Reporting Person is 888 Brannan Street, San Francisco, CA 94103.
(c)	Citizenship: The Reporting Person 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 June 30, 2025, based upon 431,602,213 shares of Class A Common Stock outstanding as of April 18, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2025. The ownership information also assumes the conversion of the Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer and exercise of stock options disclosed below into shares of Class A Common Stock of the Issuer on a one-to-one basis. The Reporting Person is deemed to be the beneficial owner of 40,255,034 shares of Class A Common Stock, which includes: (i) 944,015 shares of Class A Common Stock held of record by a trust over which the Reporting Person has investment discretion; (ii) 32,847,484 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held of record by a trust over which the Reporting Person has investment discretion; (iii) 6,444,400 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held of record by limited liability companies over which the Reporting Person has investment discretion; and (iv) 19,135 shares of Class A Common Stock subject to stock options held of record by the Reporting Person that are exercisable on or within 60 days of June 30, 2025.
(b)	Percent of class: 8.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 40,255,034
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 40,255,034
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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 Person, Brian Chesky, Nathan Blecharczyk, 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 Person disclaims 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.

Joseph Gebbia

Signature:	/s/ Joseph Gebbia
Name/Title:	Joseph Gebbia
Date:	08/14/2025

FAQ

How many Class A shares of ABNB does Joseph Gebbia beneficially own?

The filing reports Joseph Gebbia beneficially owns 40,255,034 shares of Airbnb Class A common stock.

What percentage of ABNB Class A stock does that represent?

The reported ownership represents 8.5% of the Class A shares outstanding used in the filing's calculation.

What date does the ownership information reflect?

The ownership is stated as of June 30, 2025, with the outstanding share count referenced from an April 18, 2025 disclosure.

Does the reported amount include convertible shares or options?

Yes; the 40,255,034 figure includes shares issuable upon conversion of Class B common stock and 19,135 shares subject to options exercisable within 60 days.

Does Joseph Gebbia have voting control over these shares?

The filing states he has sole power to vote and sole dispositive power over all 40,255,034 shares.