[SCHEDULE 13G/A] Airbnb, Inc. SEC Filing

Rhea-AI Filing Summary

Brian Chesky is reported as the beneficial owner of 66,918,292 shares of Airbnb Class A common stock, equal to 13.5% of the class based on 431,602,213 Class A shares outstanding as disclosed by the issuer. The filing calculates ownership assuming a one-to-one conversion of Class B common stock into Class A common stock.

The filing breaks the total down: 2,101,685 shares held of record, 138,654 in trusts with his investment discretion, 56,041,414 issuable on conversion of Class B shares held of record, 1,930,813 shares over which he retains investment discretion and voting power, and 6,690,460 issuable on conversion of Class B shares held in trusts; 15,266 shares issuable on conversion are held in a trust for which he may remove or replace the trustee and over which he does not have voting or dispositive power. The Reporting Person reports sole voting and sole dispositive power over the 66,918,292 shares and 0 shared voting/dispositive power.

Positive

• 66,918,292 shares beneficially owned, representing a clear disclosure of a 13.5% stake in Class A common stock
• Sole voting and sole dispositive power reported over the entire 66,918,292-share position, clarifying control and authority
• Detailed breakdown of holdings and explicit conversion assumptions (Class B to Class A on a one-to-one basis) increases transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Brian Chesky beneficially owns 66.9M ABNB shares (13.5%) with sole voting and dispositive power over that stake.

The Schedule 13G/A discloses a concentrated insider holding equal to 13.5% of Class A shares using the issuer's 431,602,213 share count. The filing explicitly details the composition of that stake, including large amounts issuable upon conversion of Class B shares into Class A shares on a one-to-one basis. The statement also reports sole voting and dispositive authority over the full reported position, which is a material and transparent disclosure of insider control and economic exposure without additional transactional detail.

Corporate Governance Expert

TL;DR: The filing shows concentrated insider ownership and references a Voting Agreement while disclaiming ownership of other parties' securities.

The document notes the existence of a Voting Agreement dated December 4, 2020, among Brian Chesky, Joseph Gebbia, Nathan Blecharczyk and affiliated trusts, stating those parties may be deemed a group under Rule 13d-3, while the Reporting Person disclaims beneficial ownership of securities owned by the other parties. The filing clarifies which shares are subject to Chesky's investment discretion and which shares in a specified trust he does not control, providing useful governance detail for shareholders evaluating insider influence.

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

Brian Chesky

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 66,918,292.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 66,918,292.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

66,918,292.00

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)

13.5 %

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 Brian Chesky (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 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 66,918,292 shares of Class A Common Stock, which includes: (i) 2,101,685 shares of Class A Common Stock held of record by the Reporting Person; (ii) 138,654 shares of Class A Common Stock held in trusts over which the Reporting Person has investment discretion; (iii) 56,041,414 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held of record by the Reporting Person; (iv) 1,930,813 shares of Class A Common Stock over which the Reporting Person maintains investment discretion and voting power; (v) 6,690,460 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held in trusts over which the Reporting Person has investment discretion; and (vi) 15,266 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held in a trust with respect to which the Reporting Person may remove and replace the trustee. The Reporting Person does not have voting or dispositive power over shares in the trust referenced in clause (vi).
(b)	Percent of class: 13.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 66,918,292
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 66,918,292
	(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, Joseph Gebbia, 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.

Brian Chesky

Signature:	/s/ Brian Chesky
Name/Title:	Brian Chesky
Date:	08/14/2025

FAQ

How many ABNB Class A shares does Brian Chesky beneficially own?

The filing reports 66,918,292 shares of Class A common stock as beneficially owned by Brian Chesky.

What percentage of ABNB Class A does Chesky's holding represent?

The reported holding represents 13.5% of the Class A common stock, based on 431,602,213 shares outstanding as disclosed by the issuer.

Does Brian Chesky have voting power over his ABNB shares?

Yes. The filing states he has sole voting power and sole dispositive power over the 66,918,292 shares, with 0 shared voting or dispositive power.

What assumptions were used to calculate Chesky's beneficial ownership?

Ownership assumes conversion of Class B common stock into Class A common stock on a one-to-one basis and uses the issuer's Class A share count of 431,602,213 shares.

Does the filing reference a Voting Agreement involving other founders?

Yes. It references a Voting Agreement among Brian Chesky, Joseph Gebbia, Nathan Blecharczyk and certain affiliated trusts and states those parties may be deemed a group, while Chesky disclaims beneficial ownership of securities owned by the other parties.

Are there any shares reported that Chesky does not control?

The filing notes 15,266 shares issuable upon conversion are held in a trust where Chesky may remove/replace the trustee, and he does not have voting or dispositive power over the shares in that trust.