ABNB Ownership Update: Blecharczyk Holds 57.15M Class A Shares (11.7%)

Rhea-AI Filing Summary

Schedule 13G/A filed for Airbnb, Inc. (Class A) reports beneficial ownership as of June 30, 2025. Nathan Blecharczyk is deemed to beneficially own 57,150,495.582 shares of Class A common stock, equal to 11.7% of the class. That total includes shares held of record, 6,721 restricted stock units vesting within 60 days, 9,896 shares held by a trust where he has investment discretion, 56,675,737 shares issuable upon conversion of Class B common stock held in trusts under his investment discretion, and 337,254 option shares exercisable within 60 days.

Gioacchino Curiale is reported as beneficial owner of 4,960,220 shares (1.1%), representing shares issuable upon conversion of Class B common stock held in trusts for the benefit of Mr. Blecharczyk’s family for which he serves as trustee. The filing cites a Voting Agreement among certain founders that may be deemed a group for Rule 13d-3 purposes; the Reporting Persons disclaim beneficial ownership of securities held by other parties to that agreement. The ownership percentages are calculated using 431,602,213 Class A shares outstanding as of April 18, 2025.

Positive

• Nathan Blecharczyk beneficially owns 57,150,495.582 Class A shares, representing 11.7% of the Class A outstanding stock.
• Filing itemizes composition of Blecharczyk's stake (record shares, RSUs vesting within 60 days, trust-held convertible Class B shares, and exercisable options), increasing transparency.

Negative

• None.

Insights

Financial Analyst

TL;DR Blecharczyk holds an >5% stake in ABNB, a material ownership disclosure but not an operating or financial change.

The Schedule 13G/A discloses that Nathan Blecharczyk beneficially owns 57.15 million Class A shares, representing 11.7% of outstanding Class A stock based on the provided share count. For investors, a >5% disclosure is material because it signals concentrated insider ownership and potential voting influence, though the filing records holdings rather than transactions or strategic changes. The inclusion of conversion-issuable Class A shares and exercisable options explains how the stake is composed and why the ownership percentage is calculated as reported.

Corporate Governance Expert

TL;DR The filing confirms substantial founder-linked voting power and references a Voting Agreement that could affect group attribution.

The statement notes a Voting Agreement among founders that may constitute a group under Rule 13d-3, which is governance-relevant because grouped parties can coordinate voting and influence corporate decisions. The Reporting Persons explicitly disclaim beneficial ownership of securities held by other Voting Agreement parties, a common legal position. The trustee-held Class B conversions and exercisable options are documented, clarifying sources of voting/dispositive power without asserting coordinated voting behavior in this filing.

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

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 57,150,495.58
6	Shared Voting Power 0.00
7	Sole Dispositive Power 57,150,495.58
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

57,150,495.58

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)

11.7 %

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 4,960,220.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,960,220.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,960,220.00

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)

1.1 %

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 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 respective conversion of the Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer, vesting of restricted stock units and exercise of stock options disclosed below 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 57,150,495.582 shares of Class A Common Stock, which includes: (i) 120,887.582 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 June 30, 2025, (iii) 9,896 shares of Class A Common Stock held of record by a trust over which Mr. Blecharczyk has investment discretion; (iv) 56,675,737 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) 337,254 shares of Class A Common Stock subject to stock options held by Mr. Blecharczyk that are exercisable on or within 60 days of June 30, 2025. Gioacchino Curiale is deemed to be the beneficial owner of 4,960,220 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.
(b)	Percent of class: See Item 11 of each of the cover pages hereto.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of each of the cover pages hereto.
	(ii) Shared power to vote or to direct the vote: See Item 6 of each of the cover pages hereto.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of each of the cover pages hereto.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of each of the cover pages hereto.
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 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.

Nathan Blecharczyk

Signature:	/s/ Nathan Blecharczyk
Name/Title:	Nathan Blecharczyk
Date:	08/14/2025

Gioacchino Curiale

Signature:	/s/ Gioacchino Curiale
Name/Title:	Gioacchino Curiale
Date:	08/14/2025

Comments accompanying signature: Joint Filing Agreement (previously filed).

FAQ

How many ABNB Class A shares does Nathan Blecharczyk beneficially own?

Nathan Blecharczyk is reported to beneficially own 57,150,495.582 Class A shares of Airbnb.

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

Blecharczyk's holding represents 11.7% of Class A Common Stock based on the filing calculations.

How many ABNB shares does Gioacchino Curiale report beneficial ownership of?

Gioacchino Curiale is reported as beneficial owner of 4,960,220 shares, equal to 1.1% of Class A stock.

What share count was used to calculate percentages in the ABNB filing?

The filing uses 431,602,213 Class A shares outstanding as of April 18, 2025, to calculate percentages.

Does the filing indicate a group filing or voting agreement for ABNB insiders?

The filing references a Voting Agreement dated December 4, 2020 among founders that may be deemed a group under Rule 13d-3; the Reporting Persons disclaim beneficial ownership of securities held by other parties to that agreement.