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ABNB 10-K & 10-Q changes, risk factors and insider trading

Airbnb, Inc. · Nasdaq · Services-To Dwellings & Other Buildings · CIK 1559720 · All filings on SEC.gov

Everything below is quoted or computed from Airbnb, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

9 / 13risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
44Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-12 (period ending 2025-12-31) with 10-K filed 2025-02-13 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

9new paragraphs
13removed paragraphs
101reworded paragraphs
25,774 → 25,197words in section

Removed heading “Industry and Climate Risks”

Removed heading “Economic and Market Risks”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: litigation, fine, penalt, artificial intelligence
“The regulatory and intellectual property frameworks governing the use and protection of AI and ML Technologies and of its outputs are rapidly evolving, and we cannot predict how future legislation and regulation will impact our ability to offer and protect products or services that we develop which leverage AI and ML Technologies. Many federal, state and foreign government bodies and agencies have introduced or proposed additional laws and regulations. …”
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New text topics: penalt, export control, artificial intelligence, ai
“The regulatory and intellectual property frameworks governing the use and protection of AI and ML Technologies and its outputs are rapidly evolving, and we cannot predict how future legislation and regulation will impact our ability to offer and protect products or services that we develop which leverage AI and ML Technologies. Regulators (including data protection regulators) have taken, and are expected to continue to take, an increased interest in issues, such as how we and our vendors collect, maintain, process, and provide transparency on the use of personal data in this context. …”
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Removed text topics: fine, breach, artificial intelligence, generative ai
“Additionally, we note that as the use of AI and machine learning technologies (“AI and ML Technologies”) continues to grow, regulators (including data protection regulators) are expected to take an increased interest in issues, such as how we and our vendors collect, maintain and process and provide transparency on the use of personal data of our users and/ or hosts in that context. Our technology platform incorporates the use of AI and ML Technologies, for example, for fraud detection, search, enabling customized features and enhancing community support. …”
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Reworded topics: european commission, penalt, china, russia

Paragraph as it now reads, with added and removed wording marked:

InWe relationexpect tothat cross-borderthe ongoing legal complexity and uncertainty surrounding data privacy and security, including international transfers of personal data outsidewill ofcontinue. Europe,Specifically, we expect the existing legal complexity and uncertainty regarding international personal datacross-border transfers to continue. In particular, the European Commission approvaloutside of the currentEEA EU-US Data Privacy Framework for data transfers to certified entities inand the United StatesKingdom, mayincluding be challenged, which could also lead to challenges to, or impact the effectiveness of, other data transfer mechanisms such as the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism). In general, we expect that international transfersthose to the United States and to other jurisdictionsjurisdictions, morewill generally tolikely continue to be subject toface enhanced scrutiny byfrom regulatorsregulators. andConsequently, we cannot guarantee the ongoing efficacyeffectiveness of our current data transfer mechanisms. It is also possible that transfers of personal data outside the United States could be restricted or impacted by developments at the federal level. As the regulatory guidance and enforcement landscape in relation to data transfers continue to develop, we could suffer additional costs, complaints, and/or regulatory investigations or fines, we may have to stop using certain tools and vendors and make other operational changes, including updating agreements or implementing additional safeguards which could otherwise affect the manner in which we provide our services, our ability to provide our servicesservices, and adversely affect our business, results of operations, and financial condition. For example, in 2025 the DOJ issued a new rule, to implement Executive Order 14117 aimed at preventing access to “bulk U.S. sensitive personal data” and “government-related data” by “countries of concern” (including China, Russia, Iran, North Korea, Cuba, and Venezuela). The rule is new, complex, and has yet to be enforced, and as such, there is a risk that our interpretation of its applicability, scope, and requirements is incorrect, incomplete, or misapplied. Compliance with the rule may require us to stop or restrict certain data transfers, alter the geographic scope of our operations, cease doing business with certain third parties or cease using certain tools or vendors, or change how data flows throughout our business, any of which could materially impact our business operations or hinder our ability to grow our business. Non-compliance with the rule could result in significant civil or criminal penalties, which could materially adversely affect our business, results of operations, and financial condition.
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Reworded topics: fine, penalt, breach

Paragraph as it now reads, with added and removed wording marked:

Any failure or perceived failure by us and/or our vendors or third-party providers to comply with data privacy and data security laws, rules, or regulations could expose us to material penalties, significant legal liability, changes in how we operate or offer our products,products and services, and interruptions or cessation of our ability to operate in key geographies, any of which could materially adversely affect our business, results of operations, and financial condition. For example, as we are subject to both the EU GDPR and the UK GDPR, we could be fined under each regime independently in respect of the same breach. Penalties for certain breaches are up to the greater of €20 million or £17.5 million, or up to 4% of the annual global revenue of the infringer, whichever is greater.
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Removed text topics: ai, regulation, competition
“It is also possible that new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including data privacy, consumer protection, competition laws, may be interpreted in ways that would limit our ability to use AI and ML Technologies for our business, or require us to change the way we use AI and ML Technologies in a manner that negatively affects the performance of our products, services, and business and requires us to expend resources and adjust our products or services in certain jurisdictions. …”
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Full comparison: every changed paragraph (123)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

If we fail to retain or add hosts and guests, if hosts faildo tonot provide high-quality staysstays, experiences, and experiences,services, if our new offerings and initiatives on our platform are unsuccessful, or if our community support offeringsfunctions are inadequate, our business, results of operations, and financial condition would be materially adversely affected.

Reworded

Our business success is heavily reliant on both hosts and guests engaging with our platform. Hosts must maintain and enhance their listings by offering a variety of desirable, competitively priced, and high-quality staysstays, experiences, and experiences,services, while providing exceptional hospitality and timely responses to guest inquiries. These factors are largely outside our direct control, and if hosts fail to meet these expectations, or if they choose to cross-list or list exclusively with competitors, or if we are unable to attract and retain hosts in a cost-effective manner, or at all, our revenue and business operations could be adversely affected.

Reworded

Our ability to attract and retain guests is crucial and can be impacted by external factors such as pandemics, natural disasters, political instability, climate change, and economic downturns, as well as internalbusiness-specific factors like competition, brand perception, and platform usability. Additionally, ourOur brand and reputation are critical to our success, as they influence our ability to attract and retain hosts, guests, and employees. Any negative perceptions or incidents related to safety, security, or quality could harm our public image and business operations. Issues such as unreliable reviews, regulatory scrutiny, or negative media coverage can further damage trust within our community, materially adversely affecting our business, results of operations, and financial condition.

Reworded

We continue to invest in the development of new offerings and initiatives, including innovations focused on improving the experience of our hosthosts and guest experiencesguests; however, developing and delivering these new offerings and initiatives increase our expenses and our organizational complexity, and we may experience difficulties in developing and implementing these new offerings and initiatives. Our newNew offerings and initiatives on our platform have a high degree of risk, as they may involve unproven businesses with which we have limited or no prior development or operating experience. There can be no assurance that our hosts and guests will adopt or respond positively to such offerings and initiatives, that we will be able to successfully manage the development and delivery of such offerings and initiatives, or that any of these offerings or initiatives will help attract and retain users on our platform and gain sufficient market acceptance to generate sufficient revenue to offset associated expenses or liabilities. If our new offerings and initiatives on our platform are not successful, or if we fail to provide a seamless and satisfactory experience for both hosts and guests, or if our host protection programs, including those provided through AirCover for hosts, become ineffective, our business, results of operations, and financial condition could be materially adversely affected.

Reworded

Furthermore, our growth relies on delivering high-quality support to our community, which requires significant investment in staffing, technology, infrastructure, and training. AsDuring 2025, we introduced new artificial intelligence (“AI”) features to help deliver customer support in certain countries and languages. AI presents risks and challenges that could affect the expansion of these features, and therefore our business; for more information, see our risk factor titled “Our use of artificial intelligence and machine learning gives risk to legal, business, and operational risks, which may result in diminished performance, regulatory scrutiny, social impacts, reputational harm, and liability arising from the use of this technology.” In addition, as our global customer base expands, particularly outside of North America and Europe, we face increased pressure to provide efficient, multilingual support. The vast majority of our community support is performed by third-party service providers, and our reliance on third-party service providers necessitates stringent guidance and quality control to maintain satisfactory service levels. Inadequate support or dispute resolution can harm our reputation and affect retention, leadingand may also lead to potential revenue reductions through refunds or coupons. The cost of maintaining robust community support is expected to rise, and efforts to reduce support requests may not offset these costs, materially adversely affecting our business, results of operations, and financial condition.

Reworded

We areoperate a global platformmarketplace connecting guests with hostsstays, experiences, and services, collectively in more thanover 220 countries and regions and over 100,000 cities and towns, and we serve a global guest community.regions. For the year ended December 31, 2024,2025, 58%61% of our revenue was generated from listings outside of the United States. We expect to continue to make investments to expand our international operations; however, there can be no assurance that our international expansion efforts will be successful or result in revenue growth. Managing a global organization is difficult, time consuming, and expensive, and requires significant management attention and careful prioritization. As such, any international expansion efforts that we may undertake may not be successful. In addition, conducting international operations subjects us to operational, tax, regulatory, and compliance risks.

Reworded

SEO efforts are vulnerable to changes in search engine algorithms and consumer behavior, which can reduce our platform's prominence. If our listings are less visible, we may need to increase paid marketing, raising costs and affecting our business, results of operations, and financial condition. If consumers become less reliant on search engines for travel searches and instead incorporateuse AI and machine learningapps and other channels, we may not be able to optimize for searches on these emerging channels and may risk losing traffic to competitors. Additionally, if major platforms like Google or Apple favor their own services or other partner services, our ability to engage users via mobile app or search could be impacted.

Reworded

Host, guest, or third-party actions that are criminal, violent, inappropriate, dangerous, or fraudulent,fraudulent may undermine the trust and safety or the perception of safety and security on our platform and our ability to attract and retain hosts and guests and materially adversely affect our reputation, business, results of operations, and financial condition.

Reworded

We cannot control or predict the actions of users and third parties, such as neighbors or invitees, during staysstays, experiences, or experiences,services, including actions that may compromise the safety and security of hosts, guests, and others. Incidents involving alleged fatalities, injuries, sexual violence, fraud, privacy invasion, property damage, and discrimination have occurred and may occur in the future, potentially leading to legal liabilities and reputational damage. When a user is identity verified, it means that they provided information we validated through our process. In addition, we do not currently and may not in the future require users to re-verify their identity following their successful completion of the initial verification process. We conduct background checks in the United States and India for certain U.S. and Indian users and we screen users against sanctions watch lists, but these are not exhaustive due to regulatory, information, and frequency limitations. We do not verify all listings for safety or compliance, relying instead on user-reported issues, which may be incomplete or inaccurate. We havedo not in the past and may not in the future undertake to independently verify the safety, suitability, location, quality, compliance with Airbnb policies or standards, and legal compliance, such as fire code compliance or the presence of carbon monoxide detectors, hidden cameras or pool safety, of all our hosts’ listingslistings, orexperiences, experiences.and Weservices. While we have not in the past independently evaluated the expertise and reputation of some experiences or services hosts to the extent possible, we generally have not and may not in the future undertake to independently verify those factors, or the location, safety, or suitability of experiences or services for individual guests, the suitability, qualifications, or credentials of experiences hosts, or the qualifications of individual experiences or services guests.

Reworded

We have faced civil litigation, regulatory investigations, and inquiries involving allegations related to unsafe listings, discriminatory practices, and other misconduct.misconduct by third parties. Despite efforts to enhance trust and safety, we may not fully succeed, impacting public perception and platform adoption.

Reworded

If hosts, guests, or third parties engage in criminal activity, misconduct, fraudulent, negligent, or inappropriate conduct, or use our platform as a conduit for criminal activity, we may receive negative media coverage, or be subject to involvement in a government investigation concerning such activity, which could adversely impact our brand and reputation, potentially leading consumers to think our platform and the listings on our platform are not safe,safe or secure, and lower the adoption rate of our platform.

Reworded

Further, claims have been asserted against us from our hosts, guests, and third parties for compensation due to alleged fatalities, shootings,gun violence, other violent acts, carbon monoxide incidents, hidden camera incidents, accidents, injuries, assaults, theft, property damage, data privacy and data security issues, fraudulent listings,conduct, and other incidents that are caused by other hosts, guests, or third parties while using our platform. These claims subject us to potentially significant liability and reputational damage, increase our operating costs and could materially adversely affect our business, results of operations, and financial condition. We have obtained some third-party insurance, which is subject to certain conditions and exclusions, for claims and losses incurred based on incidents related to bookings on our platform. Our insurance policies, which may or may not be applicable to allsome claims and may not be available to us in the future on economically reasonable terms or at all, may be inadequate to fully cover alleged claims of liability, investigation costs, defense costs, and/or payouts. Even if these claims do not result in liability, we could incur significant time and cost investigating and defending against them. As we expand our offerings, or if the quantity or severity of incidents increases, our insurance rates and our financial exposure will grow, which could materially adversely affect our business, results of operations, and financial condition.

Added

Even if these claims do not result in liability, we could incur significant time and cost investigating and defending against them. As we expand our offerings, or if the quantity or severity of incidents increases, our insurance rates and our financial exposure will grow, which could materially adversely affect our business, results of operations, and financial condition.

Reworded

We track operational metrics such as Nights and ExperiencesSeats Booked, GBV, Average Daily Rate (“ADR”), active listings, active bookers, hosts, guest arrivals, greenhouse gas emissions, and other ESG metrics, which may differ from third-party estimates due to varying methodologies and assumptions. Our internal systems have limitations, and changes in tracking methods could lead to unexpected metric variations. Errors in these systems may result in inaccurate data reporting. Metrics like Nights and ExperiencesSeats Booked and GBV are adjusted for cancellations and alterations that happen in the reporting period, but such cancellations and alterations can occur beyond the reporting period and can affect future metrics. Calculating these operational metrics requires ongoing data collection on new offerings that are added to our platform over time. Our business is complex, and the methodology used to calculate these metrics may require adjustments to accurately represent the full value of new offerings.

Reworded

An active booker is a unique guest who has booked a staystay, experience, or experienceservice in a given time period. Certain individuals may have more than one guest account and therefore may be counted more than once in our count of active bookers. We count the number of hosts on our platform based on the number of hosts with an available listing as of a certain date. Some individuals may have more than one host account and therefore may be counted more than once as hosts.

Reworded

FinancialIndustry, Financial, and Insurance Risks

Added

Our financial performance is dependent on the strength of the travel and hospitality industries, which can be significantly impacted by events beyond our control such as extreme weather, natural disasters, pandemics or public health crises, economic downturns, political unrest, wars, and changes in travel-related policies. These unpredictable events can abruptly alter consumer travel behavior, reducing demand for our platform and services, and materially adversely affecting our business, results of operations, and financial condition. Climate change and other environmental or social pressures, as well as societal responses to the same, may exacerbate or lead to additional impacts from such events.

Added

We operate in a highly competitive environment, and we face significant competition in attracting hosts and guests. Hosts have numerous options for listing their spaces, experiences, and services, both online and offline, and often cross-list their offerings. We compete for hosts based on factors like booking volume, platform usability, service fees, host protections, brand, and reputation. Guests also have various options for booking accommodations, experiences, and services, and we compete on inventory uniqueness, value and all-in cost, brand and reputation, platform usability, search relevance and personalization, trust and safety, and customer support.

Added

Our competitors include OTAs, search engines, listing and meta-search websites, hotel chains, property management companies, and online experience and service platforms. Many competitors have advantages such as greater brand recognition, larger marketing budgets, and more resources. They may offer a more comprehensive product experience and respond more effectively to market changes. They may develop technological advancements that allow them to offer better products and services at a lower price. Failure to offer or deploy new technologies as effectively as our competitors could adversely affect our business. Industry consolidation and emerging start-ups further intensify competition, potentially impacting our growth and financial condition.

Added

We also face competition from search engines like Google, which can influence search traffic and promote their own travel services, potentially disintermediating our platform. To the extent that major technology companies favor their own travel offerings or restrict our app distribution, it could impact our ability to engage with users, materially affecting our business, results of operations, and financial condition.

Reworded

We offer integrated payments in approximately 50 currencies to allow access to guest demand from more than 220 countries and regions and the ability for many hosts to be paid in their local currency or payment method of choice. When a guest books and pays for a staystay, experience, or experienceservice on our platform, we hold the total amount the guest has paid until check-in, at which time we recognize our service fee as revenue and initiate the process to remit the payment to the host, which generally occurs 24on hoursthe business day after the scheduled check-in, barring any alterations or cancellations, which may result in funds being returned to the guest. Accordingly, at any given time, we hold on behalf of our hosts and guests a substantial amount of funds, which are generally held in bank deposit accounts and in U.S. government money market funds and recorded on our consolidated balance sheets as funds receivable and amounts held on behalf of customers. In certain jurisdictions, we are required to either safeguard customer funds in bankruptcy-remote bank accounts, or hold such funds in eligible liquid assets, as defined by the relevant regulators in such jurisdictions, equal to at least 100% of the aggregate amount held on behalf of customers. Our ability to manage and account accurately for the cash underlying our customer funds requires a high level of internal controls. As our business continues to grow and we expand our offerings, we must continue to strengthen our associated internal controls. Our success requires significant public confidence in our ability to handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain the necessary controls or to manage the assets underlying our customer funds accurately could result in reputational harm, lead customers to discontinue or reduce their use of our platform and services, and result in significant penalties and fines from regulators, each of which could materially adversely affect our business, results of operations, and financial condition.

Reworded

In relation to Airbnb’s insurance programs, our business, results of operations, and financial condition would be materially adversely affected if (i) cost per claim, premiums, or the number of claims significantly exceeds our expectations; (ii) we experience a claim in excess of our coverage limits; (iii) our insurance providers become insolvent or otherwise fail to pay on our insurance claims; (iv) we experience a claim for which coverage is denied by or disputed by our insurance providers; (v) claims costs exceed our captive insurance subsidiary’s forecast or reserves; or (vi) the number of claims under our deductibles or self-insured retentions differs from historic averages. Our spending for insurance has increased as our business has growngrown. and lossesLosses from covered claims have increased.increased, Premiumsresulting havein increased aspremiums. aDue result,to andthe limited availability of companies insuring our risks, we have experienced and expect to continue to experience increased difficulty in obtaining appropriate policy limits and levels of coverage at a reasonable cost and with reasonable terms and conditions. Our costs for obtaining these policies will continue to increase as our business grows and continues to evolve. Furthermore, as our business continues to develop and diversify, we may experience difficulty in obtaining insurance coverage for new and evolving offerings, which could require us to incur greater costs and materially adversely affect our business, results of operations, and financial condition.

Reworded

In relation to ourOur Host Damage Protection program, whichprogram is a commercial guaranty agreement that provides reimbursement of up to $3 million for certain guest-caused losslosses or damages to a host property that are not reimbursed by the guest,guest. weWe maintain a contractual liability insurance policy to provide coverage to us for losses incurred by us under the Host Damage Protection program. Increased frequency and severity and increased fraud could result in greater payouts, increased investigation costs, premium increases, and/or difficulty securing insurance coverage.

Reworded

In March 2021, we issued $2.0 billion aggregate principal amount of 0% convertible senior notes due March 2026 (the “2026 Notes”). In addition, on October 31, 2022, we entered into a five-year unsecured revolving credit facility with $1.0 billion of initial commitments from a group of lenders (“2022 Credit Facility”). As of December 31, 2024,2025, there were no borrowings outstanding under the 2022 Credit Facility, and we had total outstanding letters of credit of $19$20 million under the 2022 Credit Facility. We may also incur additional indebtedness to meet future financing needs.

Reworded

In 2022, we adopted our Live and Work Anywhere policy, which permits the majority of our employees to work remotely. Remote working subjects us to operational challenges and risks. For example, a natural disaster, power outage, connectivity issue, or other event may impact our employees’ ability to work remotely. In addition, members of our workforce who work remotely may not have access to technology that is as robust as that in our offices, which could cause the networks, information systems, applications, and other tools available to those remote workers to be more limited or less reliable than in our offices. We are also exposed to risks associated with the locations of remote workers, including compliance with local laws and regulations or exposure to compromised internet infrastructure. Allowing members of our workforce to work remotely creates intellectual property risk if employees create intellectual property on our behalf while residing in a jurisdiction with unenforced or uncertain intellectual property laws. Further, if employees fail to inform us of changes in their work location, we may unknowingly be exposed to additional risks. Remote working at our company (and at many third-party providers) also results in consumer, privacy, information technology and cybersecurity, and fraud risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.

Reworded

Industry,Climate, EconomicEconomic, and Market Risks

Removed

Industry and Climate Risks

Removed

Our financial performance is dependent on the strength of the travel and hospitality industries, which can be significantly impacted by events beyond our control such as extreme weather, natural disasters, pandemics or public health crises, economic downturns, political unrest, wars, and changes in travel-related policies. These unpredictable events can abruptly alter consumer travel behavior, reducing demand for our platform and services, and materially adversely affecting our business, results of operations, and financial condition. Climate change and other environmental or social pressures, as well as societal responses to same, may exacerbate or lead to additional impacts from such events. For more information, see our risk factor titled “We are subject to risks associated with the physical impacts of climate change as well as various efforts to transition to a low-carbon society.”

Removed

We operate in a highly competitive environment, and we face significant competition in attracting hosts and guests. Hosts have numerous options for listing their spaces and experiences, both online and offline, and often cross-list their offerings. We compete for hosts based on factors like booking volume, platform usability, service fees, host protections, and brand and reputation. Guests also have various options for booking accommodations and experiences, and we compete on inventory uniqueness, value and all-in cost, brand and reputation, platform usability, search relevance and personalization, trust and safety, and customer support.

Removed

Our competitors include OTAs, search engines, listing and meta-search websites, hotel chains, property management companies, and online experience platforms. Many competitors have advantages such as greater brand recognition, larger marketing budgets, and more resources. They may offer a more comprehensive product experience and respond more effectively to market changes. They may develop technological advancements that allow them to offer better products and services at a lower price. Failure to offer or deploy new technologies as effectively as our competitors could adversely affect our business. Industry consolidation and emerging start-ups further intensify competition, potentially impacting our growth and financial condition.

Removed

We also face competition from search engines like Google, which can influence search traffic and promote their own travel services, potentially disintermediating our platform. If major technology companies favor their own travel offerings or restrict our app distribution, it could impact our ability to engage with users, materially affecting our business, results of operations, and financial condition.

Reworded

Growing awareness of climate and other environmental or social pressures, including over-tourism, has also prompted responses by various actors in society,groups, which may adversely impact the travel and hospitality industries and demand for our platform and services, whether due to the imposition of policies and regulations or changing societal attitudes towards travel. For example, both we and hosts are increasingly subject to regulatory requirements related to climate-related considerations, and any additional regulations may require increased costs or attention for compliance. Our platform and services may also be adversely impacted to the extent travel behavior or other societal expectations shift in response to climate considerations, including if we do not successfully navigate evolving stakeholder expectations regarding our own response to climate change.

Removed

Economic and Market Risks

Reworded

Our results of operations can vary significantly and are not necessarily indicative of future performance due to seasonal fluctuations and other factors. Our business is seasonal, reflecting typical global travel patterns, with the peak travel season occurring in the third quarter across North America and EMEA. We experience seasonality in our Nights and ExperiencesSeats BookedBooked, GBV, Adjusted EBITDA and GBV,FCF. Holiday timing and seasonalityother inevents Adjustedcan Earningsalso Beforeshift Interest,quarterly Taxes,performance. Depreciation, and Amortization (“EBITDA”) that is consistent with seasonality of our revenue, which has historically been, and is expected to continue to be, highest in the third quarter when we have the most check-ins as it is the peak travel season for North America and EMEA. Revenue is recognized upon check-in, and asAs our business evolves, seasonal trends may change.

Reworded

Generally speaking, a strong U.S. dollar can negatively impact our revenue, as approximately 54% and 56% of our revenue in 2024 wasand 2025, respectively, were in non-U.S. dollar currencies. We also face foreign exchange risk with certain assets, like cash balances held for hosts and guests,hosts, affecting our financial results through currency remeasurement and translation. Our platform allows guests to pay in their preferred currency, which may differ from the host's payment currency, leading to currency risk due to timing differences.

Reworded

We are subject to evolving global tax regimes, which could materially adversely affect our business, results of operations, and financial condition. TheFor example, the U.S. Inflation Reduction Act (the “IRA”) introduced a corporate alternative minimum tax and an excise tax on stock repurchases. In the year ended December 31, 2024, we accrued approximately $95 million of corporate alternative minimum tax, and approximately $20 million of excise tax on stock repurchases. Additionally, the U.S. government may implement further changes, such as increasing the corporate income tax rate or altering the taxation of international income.

Reworded

Many countries in Europe, as well as a number of other countries and states, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries and states where we do business or require us to change the manner in which we operate our business. For example, inItaly Italy,passed a law enacted in 20172017, purportspurporting to require short-term rental platforms that process payments to withhold and remit host income tax and collect and remit tourist tax, amongst other obligations. In December 2023, without admitting any liability, Airbnb Ireland signed an agreement with the Italian Revenue Agency in settlement of the 2017-2021 audit periods for an aggregate payment of 576 million Euro ($621 million). Additionally, inIn December 2024, Airbnb Ireland signed a similar agreement in settlement of the 2022 audit period for an aggregate payment of 139 million Euro ($150 million). In January 2025, Airbnb Ireland signed a similar agreement in settlement of the 2023 audit period for an aggregate payment of 179 million Euro ($186 million). Such agreements settlesettled athe dispute about Airbnb Ireland’s obligations to withhold and remit host income tax, including taxes, interest, and penalties, for those relevant periods. Airbnb Ireland commenced withholding on host payments related to Italian listings in 2024. However, Airbnb’s subsidiary in Italy and Airbnb Ireland continue to be, or could in the future be, subject to tax audits in Italy, including in relation to permanent establishment, transfer pricing, withholding obligations, and tourist taxes. Such audits could result in the imposition of additional potentially significant prior and future tax obligations.

Added

The U.S. federal and state governments, countries in the European Union, and a number of other countries and organizations such as the Organization for Economic Cooperation and Development (the “OECD”), are actively considering changes to existing tax laws that could increase our tax obligations in jurisdictions where we do business. For example, the 15% global minimum tax under Pillar Two of the OECD Base Erosion and Profit Shifting (“BEPS”) Project could increase our overall taxes and have a materially adverse impact on our business, results of operations, and financial conditions.

Removed

The Organization for Economic Cooperation and Development (the “OECD”) is coordinating negotiations among more than 140 countries with the goal of achieving consensus around substantial changes to international tax policies, including the implementation of a minimum global effective tax rate of 15%. Our effective tax rate and cash tax payments could increase in future years as a result of these changes.

Reworded

We are subject to regular review and audit by U.S. federal, state, local, and foreign tax authorities. For example, our 2008 to 20242025 tax years remain subject to examination in the United States and California due to tax attributes and statutes of limitations, and our 20202021 to 20242025 tax years remain subject to examination in Ireland. We are currently under examination for income taxes by the Internal Revenue Service (“IRS”) for the years 2013, 2016, 2017 and 2018. We are continuing to respond to inquiries related to these examinations. In December 2020, we received a Notice of Proposed Adjustment (“NOPA”) from the IRS for the 2013 tax year relating to the valuation of our international intellectual property which was sold to a subsidiary in 2013. The notice proposed an increase to our U.S. taxable income that could result in additional income tax expense and cash tax liability of $1.3 billion, plus penalties and interest, which exceeds our current reserve recorded in our consolidated financial statements by more than $1.0 billion. We strongly disagree with the proposed adjustment and intend to vigorously contest it. In January 2022, we entered into an administrative dispute process with the IRS Independent Office of Appeals (“IRS Appeals”) regarding the proposed adjustment. An acceptable outcome was not reached with IRS Appeals, and in May 2024, we received a Statutory Notice of Deficiency (“Notice”) from the IRS related to the aforementioned valuation of our international intellectual property. The Notice claims that we owe $1.3 billion in tax, plus penalties and interest. We will continue to pursue all available remedies to resolve this dispute. In July 2024, we petitioned the U.S. Tax Court (“Tax Court”) for redetermination, and if necessary, we will appeal the Tax Court’s decision to the appropriate appellate court. If the IRS prevails in the assessment of additional tax due based on its position and such tax and related interest and penalties, if any, exceeds our current reserves, such outcome could have a material adverse impact on our financial position and results of operations, and any assessment of additional tax could require a significant cash payment and have a material adverse impact on our cash flow.

Reworded

The application of indirect taxes, such as lodging taxes, transactional taxes, hotel, sales and use tax, privilege taxes, excise taxes, VAT, goods and services tax, digital services taxes, harmonized sales taxes, business tax, and gross receipt taxes (together, “indirect taxes”) to e-commerce activities such as ours and to our hosts or guests is a complex and evolving issue. These taxes could raise costs for hosts and guests, discourage platform use, and reduce revenue. For example, we recorded approximately $53 million in expense related to digital service taxes relating to prior periods as a result of refining our interpretation of the law as it applies to us. Additionally, we recorded $18 million of lodging tax expense in a particular jurisdiction over uncertainty as to how a new law applies to us. Compliance with tax reporting may require disclosing personal data, risking privacy concerns and regulatory actions. Competitors may adopt different tax strategies, potentially attracting our hosts and guests.

Reworded

While U.S. federal net operating loss carryforwards generated on or after January 1, 2018 are not subject to expiration, the deductibility of such net operating loss carryforwards is limited to 80% of our taxable income for taxable years beginning on or after January 1, 2021. Utilization of our net operating loss carryforwards and other tax attributes, such as the federal research tax credit, depends on our future taxable income, and there is a risk that some of our existing net operating loss carryforwards and tax credits could expire unused (to the extent subject to expiration) and be unavailable to offset future taxable income, which could materially adversely affect our results of operations and financial condition. In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by significant stockholders or groups of stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change taxable income or income tax liabilities may be limited. Similar rules may apply under state tax laws. We may have undergone ownership changes in the past, and we may experience ownership changes in the future because of shifts in our stock ownership, many of which are outside of our control. As a result, our ability to use our net operating loss carryforwards and other tax attributes to offset future U.S. federal taxable income or income tax liabilities may be, or may become, subject to limitations, which could result in increased future tax liability to us.

Reworded

We are subject to a wide variety of laws, regulations, and rules applicable to short-term rental, experiences, services, long-term rental, and home sharing businesses, or that govern our business practices, including among others, e-commerce, data privacy,privacy and cybersecurity, artificial intelligence, payment services, advertising, consumer protection, employment, licensing requirements, and commercial practices. Such laws and regulations are complex, evolving, and sometimes inconsistent and have limited and may continue to limit the ability or willingness of new or existing hosts to sharelist their spaces throughon our platform. These regulations may expose our users or us to regulatory inquiries, litigation, and/or other disputes and to potentially significant liabilities, including taxes, compliance costs, fines, and criminal or other penalties, which have had and could continue to have a material effect on our business, results of operations, and financial condition.

Reworded

Hosts list, and guests search for, stays experiences, and experiencesservices on our platform in more than 220 countries and regions across the globe. There are national, state, local, and foreign laws and regulations in jurisdictions that relate to or affect our business and, since we began our operations in 2008, there have been and continue to be legal and regulatory developments and inconsistent or ambiguous interpretations among local, regional, or national laws or regulations that affect the short-term rental, experiences, services, long-term rental, digital platform companies, and home sharing business. These laws and regulations may impact the ability of hosts to list properties entirely and/or may limit the location and/or duration of stays permitted, the nature of experiences or services provided, or may establish other conditions upon which they are allowed to host. In addition,Additionally, regulations may require that we, ratherin thanaddition to local, statestate, or national regulatory enforcement agencies, implement tools that limit hosts’ ability to list within those requirements.

Reworded

Compliance with diverse and evolving laws across jurisdictions is costly and complex, increasing our operational expenses and potential liabilities (including potential criminal or other penalties). For example, we incur significant operational costs to comply with requirements of jurisdictions and cities that have disparate requirements around tax collection, tax reporting, data sharing, host registration, limits on lengths of stays, and other regulations, each of which may require us to dedicate significant resources to provide the infrastructure and tools needed on our platform for our hosts to meet these legal requirements and for us to fulfill any obligations we may have. Environmental, health, and safety requirements have also become increasingly stringent, and our costs, and our hosts’ costs, to comply with such requirements may increase as a result. The complexity of our platform and changes required to comply with the large number of varying requirements can lead to constraints on supply as well as compliance gaps. Additionally, unclear and changing laws can deter hosts and guests from using our platform, reduce supply and demand, and increase litigation risks, adversely affecting our business. Failure or delays in complying with laws, even if unclear or in dispute, could subject us to penalties, including fines, business disruptiondisruption, and site blocking.

Reworded

We are subject to laws and regulations governing our business practices, the Internet, e-commerce, and electronic devices, including those relating to taxation, data privacy, data security,cybersecurity, pricing, content, advertising, discrimination, consumer protection, protection of minors, insurance, copyrights, distribution, messaging, mobile communications, electronic device certification, electronic waste, electronic contracts, communications, Internet access, licensing requirements, competition, AI, and unfair commercial practices as well as federal, state, local, and foreign laws regulating employment, employee working conditions, including wage and hour laws, employment dispute and employee bargaining processes, collective and representative actions, employment classification, and other employment compliance requirements. Violation of these laws could subject the companyus to fines and penalties, including in some cases, criminal penalties.penalties, and requirements to change our business practices.

Reworded

Hotels and groups affiliated with hotels have engaged and will likely continue to engage in various lobbying and political efforts for stricter regulations governing our business in bothlocal, localnational, and nationalinternational jurisdictions. Additionally, private groups, such as homeowners and neighborhood associations, may adopt contracts or regulations that purport to ban or otherwise restrict the ability of hosts to list their spaces. In some jurisdictions, regulations imposing restrictions on short-term rentals are increasingly fragmented at the local level, leading to increased compliance burden. These efforts, along with existing and potential new laws, could restrict short-term rentals, impose registration requirements and other limits toon hosts’ ability to list, and lead to significant fines and liabilities, materially affecting our platform's operations and financial condition. For instance, the EU MemberShort-Term StateRental lawsRegulation pertaining to the recently enacted (“EU STR Regulation”), which intends to enhance and harmonize transparency, listing registration, and reporting requirements for short-term rental platforms, will enter into force in May 2026 and will require additional compliance efforts,efforts such as steps to enhance the transparency of certain host information on the platform, and reporting and data sharing to local authorities (e.g. host information; length of stay and number of guests), potentially discouraging and prohibiting current and potential hosts from listing properties. As another example, the City of New York has effectively banned short-term rentals, and this has led to similar restrictions being considered throughout the State of New York. IfTo the extent that other geographies emulate these regulations, it could have a material adverse effect on our business and financial condition.

Reworded

We face ongoing disputes with government agencies over regulations, which may result in fines and operational changes. Some jurisdictions have imposed or may seek to impose taxes and licensing requirements on our platform and failure to comply could lead to penalties. For example, in 2025, the Spanish Ministry of Consumer Affairs proposed to assess a fine of approximately 65 million Euro ($76 million) in connection with alleged non-compliance with short-term rental listing regulations in Spain. We have resolved some disputes by agreeing to remove listings or share data with authorities. From time to time, we attempt to defend against application of laws and regulations that limit hosts’ or guests’ ability or willingness to list and search for accommodations, but have sometimes been and may continue to be unsuccessful in certain of those efforts.

Reworded

Increased regulatory interest in technology companies, particularly regarding AI, data privacy, consumer protection, competition, pricing, and sustainability, could lead to further compliance challenges. New or changing laws could impose significant costs and liabilities, affecting our business operations and financial condition. Our attempts to influence legislation face uncertainty and may divert resources from core operations.

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Regulatory Inquiries, LitigationLitigation, &and Disputes

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We are frequently involved in legal and regulatory claims, including government inquiriesinquiries, oversight engagements with regulators, and litigation related to short-term rentals, taxes, consumer protection, payment services, insurance, and data privacy. These proceedings and engagements are complex, costly, and time-consuming, requiring significant resources and potentially leading to fines, penalties, product rollout delays and changes, and operational changes. As our business grows, the number and complexity of these claims are expected to increase, potentially impacting our brand and financial condition.

Reworded

We may also become more vulnerable to third-party claims as U.S. laws such as the Digital Millennium Copyright Act (“DMCA”), the Stored Communications Act, and the Communications Decency Act (“CDA”), and non-U.S. laws such as the Digital Services Act (“DSA”), the EU STR Regulation, and the European E-Commerce Directive and their national transpositions are interpreted by the courts or if they are otherwise modified or amended, as our platform and services to our hosts and guests continue to expand, and as we expand geographically into jurisdictions where the underlying laws with respect to the potential liability of online intermediaries such as ourselves are either unclear or less favorable.

Reworded

Since June 2022, guests in certain jurisdictions have had the opportunity to purchase travel insurance when they make a booking. Over time, we expect to make travel insurance available to guests in additional countries. In the United States, travel insurance products are subject to extensive regulation in the states in which we transact business by state insurance departments. This regulation is generally designed to protect the interests of consumers. States have also adopted legislation defining and prohibiting unfair methods of competitioncompetition, and unfair or deceptive acts and practices in the business of insurance that may apply to insurance agencies. NoncomplianceNon-compliance with any of such state statutes may subject us to regulatory action by the relevant state insurance regulator, and, in certain states, private litigation. In addition, we cannot predict the impact that any new laws, rules, or regulations, or unfavorable changes in or interpretations of existing laws, rulesrules, or regulations, may have on our business and financial results. States also regulate various aspects of the contractual relationships between insurers and independent agents. State insurance regulators may also conduct periodic examinations, the results of which could give rise to regulatory orders requiring remedial, injunctive, or other corrective action. Similarly, travel insurance products are subject to extensive regulation and supervision by the applicable regulators in the United Kingdom, Canada, AustraliaAustralia, and the European Union. The failure to comply with applicable state and foreign laws and regulations could result in fines, investigationsinvestigations, and/or civil or criminal proceedings against us by governmental agencies and/or consumers which, if material,which could materially adversely affect our business, results of operations, and financial condition.

Reworded

Our payments operations are subject to extensive, complex, overlappingoverlapping, and frequently changing government regulation and oversight and any failure or perceived failure to comply with such laws, rules, regulations, policies, legal interpretations, and regulatory guidance could materially adversely affect our business, results of operations, and financial condition.

Reworded

Our payments platform is subject to various laws, rules, regulations, policies, legal interpretations, and regulatory guidance, including those governing: cross-border and domestic money transmission and funds transfers; stored value and prepaid access; foreign exchange; data privacy, data security, and data securitycybersecurity; banking secrecy; payment services (including payment processing and settlement services); consumer protection; economic and trade sanctions; anti-corruption and anti-bribery; and anti-money laundering (“AML”) and counter-terrorist financing (“CTF”). As we expand further, we face varying and sometimes conflicting legal obligations. For example, certain transactions that may be permissible in one jurisdiction may be prohibited by sanctions, AML, CTF, or other regulations in a different jurisdiction. We regularly assess our compliance programs and may identify gaps requiring costly enhancements to our policies and controls.

Reworded

Non-compliance or perceived failure to comply with these existing or new laws and regulations, including changes to or expansion of their interpretations, can lead to significant fines, lawsuits, regulatory and/or governmental investigations, enforcement actions, loss of required licenseslicenses, and other civil and criminal penalties, forcing us to alter operations or delay product launches, adversely affecting our brand, business, results of operations, financial conditioncondition, and future prospects. The complexity of global regulations may trigger overlapping investigations by multiple authorities, impacting our relationships with financial institutions. Maintaining robust internal controls is essential to comply with these regulations, and failure to do so could result in reputational damage and substantial penalties.

Reworded

Airbnb Ireland Unlimited Company (“AIUC”) and Airbnb UK Services Limited (“AUKSL") each operateoperates as an “appointed representative” and utilizeutilizes the license of regulated third parties (“principal firms”) to: (i) in the case of AIUC, act as a credit broker (presenting regulated third party consumer(“principal credit productsfirm”) to UKdistribute: customers(i) guest travel insurance; and (ii) in the case of AUKSL, distribute guest travel insurance and host and experiences liability insurance. We are reliant on the principal firmsfirm to continue to permit us to use their licenseslicense to offer or distribute these services/products and they can cancel our agreement, with notice, at any time, which could have an adverse impact on these revenue streams if we were unable to find a suitable replacement principal firms.firm. If we were found to have breached the terms of our agreement with the principal firmsfirm and/or breached regulatory requirements applicable to us, for example, by misrepresenting creditinsurance products to UK consumers, despite our not holding the licenses to perform these activities, we could nevertheless be liable to penalties imposed by the UK regulators. This could potentially also impact the UK licenseslicense from the Financial Conduct Authority otherwhich of ouranother group entitiesentity do currently holdholds (see Payments Regulation below).

Reworded

Airbnb Payments Luxembourg SA (“APLux”) operates as a licensed payments institution across the European Economic Area (“EEA”) from Luxembourg, while Airbnb Payments UK Limited (“APUK”) is licensed as an electronic money institution (“EMI”) providing payment services from the United Kingdom.Kingdom, and Airbnb Payments Canada Inc. is registered as a payment service provided (“PSP”) in Canada. Compliance with EEAEEA, UK, and UKCanadian regulations, such as the EU Digital Operational Resilience Act Regulation, the Luxembourg implementation of the EU Second Payment Services Directive (“PSD2”) and, the UK's Payment Services Regulations 2017 (“UK PSR”), and Canada’s Retail Payment Activities Act (“RPAA”), involves complex and potentially onerous requirements, including operationalICT risk and operational-resilience and payment security and strong customer authentication, which may increase compliance costs, raise risk of non-compliance, and impact the ease of usage of the payment features and of theour platform.

Removed

Additionally, the proposed EU Third Payment Services Directive (“PSD3”) and proposed regulation on the same (“EU PSR”) will include amendments to strong customer authentication and anti-fraud obligations amongst other day-to-day requirements. The United Kingdom is also considering areas for reform for its payment services regime, including information requirements regarding currency conversion charges, and notice provisions for the termination of customer contracts. When these proposed measures are finalized and in-force, they may increase our compliance costs and require additional resources as well as changes to our processes and operations.

Reworded

From time to time, we apply for licenses in new jurisdictions, which subject us to additional compliance requirements and regulatory scrutiny. In unclear regulatory environments, we partner with local banks and processors, but may face restrictions from local regulators or need additional licenses or approvals. Obtaining and maintaining compliance with global licensing and regulatory requirements incurscauses us to incur significant costs and operational changes, with potential fines or other enforcement actions for violations. These challenges could delay or restrict our services, affecting our business, results of operations, financial condition, and future prospects.

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Management's Discussion & Analysis (MD&A) (10-K Item 7)

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“As we look forward, we recognize the potential impact of challenging macroeconomic and geopolitical conditions on our business, including inflation, interest rates, foreign currency fluctuations, tariffs and trade controls, and potential decreased consumer spending. …”
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“Inflation and other macroeconomic pressures in the United States and the global economy, such as tariffs, foreign currency fluctuations, as well as wars and other geopolitical conflicts, have contributed to an increasingly complex business environment. As a result, our future operational results may be subject to volatility. Additionally, health-related events, political instability, acts of terrorism, and natural disasters, are examples of other events that could have a negative impact on the travel industry in the future.”
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“Macroeconomic and Geopolitical Conditions on our Business”
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“In 2024, net income decreased by 45% to $2.6 billion, compared to the prior year, primarily due to the release of the majority of our valuation allowance on U.S. federal and state deferred tax assets of $2.9 billion in 2023, and the recognition of deferred tax expense related to the utilization of some of those assets in 2024 (see Note 14, Income Taxes, to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further details). …”
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General and administrative expense decreasedincreased $840$157 million, or 41%,13%, in 2024, compared to 2023,2025, primarily due to decreaseda $74 million increase from non-income taxes and related fees and penalties, partiallya offset$51 million increase in payroll-related expenses driven by an increase in payroll-related expenses. Non-income taxesheadcount, and related fees and penalties decreased $656 million and $194 million, respectively, primarily due to a withholding tax settlement related to Italy, partially off-set by an increase in payroll-relatedprofessional expensesservice fees of $22$37 million.
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“Constant Currency”
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Reworded

We are a community based on connection and belonging—a community thatAirbnb was bornfounded in 2007 when two hosts welcomed three guests to their San Francisco home, and has since grown tointo a global community of over 5 million hosts who have welcomed over 22.5 billion guest arrivals in almost every country and region across the globe. Every day, hosts offer unique staysstays, experiences, and experiencesservices that make it possible forenable guests to connect with communities in a more authentic way. We operate a global marketplace connecting guests with stays, experiences, and services, collectively in over 220 countries and regions. Our offerings have expanded to include services and redesigned experiences, which launched in May 2025.

Reworded

We haveoperate with five key stakeholders andin we have designedmind: our Company with all of them in mind. Along with employees andemployees, shareholders, we serve hosts, guests, and the communities inwe whichserve. theyOur live. We intendcommitment to makemaking long-term decisions consideringthat benefit all ofthese stakeholders is fundamental to our stakeholderssustained because their collective success is key for our business to thrive.success.

Reworded

In 2024,2025, revenue increased by 12%10% to $11.1$12.2 billion compared to 2023,the prior year, primarily due to a 10%an increase in the number of check-ins relating to Nights and ExperiencesSeats Booked ofand 43.3a millionmodest combinedincrease with higherin Average Daily Rate (“ADR”) driving a 12% increase in Gross Booking Value of $8.5 billion. The growth in GBV and revenue demonstrated continued strong travel demand..

Added

In 2025, net income decreased by 5% to $2.5 billion, compared to the prior year, primarily due to an increase in compensation expense and marketing spend, as well as lower interest income, which was partially offset by the increase in revenue of $1.1 billion.

Removed

In 2024, net income decreased by 45% to $2.6 billion, compared to the prior year, primarily due to the release of the majority of our valuation allowance on U.S. federal and state deferred tax assets of $2.9 billion in 2023, and the recognition of deferred tax expense related to the utilization of some of those assets in 2024 (see Note 14, Income Taxes, to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further details). This was partially offset due to a decrease in withholding taxes, associated fees, and penalties and interest expense due to a withholding tax settlement related to Italy of $770 million, $196 million and $64 million respectively.

Removed

Adjusted EBITDA1 increased 11% to $4.0 billion in 2024 demonstrating the continued strength of our business, growth in revenue and discipline in managing our cost structure.

Reworded

Our net cashCash provided by operating activities was $4.5$4.6 billion in 2024,2025, compared to $3.9$4.5 billion,billion in the prior year. We generated Free Cash Flow1 of(“FCF”) $4.5was $4.6 billion forin the year ended December 31, 2024,2025, compared to $3.8$4.5 billion,billion in the prior year.

Reworded

DuringIn 2024,2025, we repurchased an aggregate of 24.529.7 million shares of Class A common stock for $3.4$3.8 billion.billion, Asleaving of December 31, 2024, we completed the repurchases under the August 2, 2022 share repurchase program and had $3.3$5.6 billion available forto repurchase of Class A common stock under the May 9, 2023our share repurchase program.

Added

Macroeconomic and Geopolitical Conditions on our Business

Added

As we look forward, we recognize the potential impact of challenging macroeconomic and geopolitical conditions on our business, including inflation, interest rates, foreign currency fluctuations, tariffs and trade controls, and potential decreased consumer spending. To date, these conditions have not had a material impact on our business, results of operations, cash flows, and financial condition; however, the impact in the future of these macroeconomic and geopolitical conditions on our business, results of operations, cash flows, and financial condition is uncertain and will depend on future developments that we may not be able to accurately predict.

Removed

Trends

Removed

Inflation and other macroeconomic pressures in the United States and the global economy, such as tariffs, foreign currency fluctuations, as well as wars and other geopolitical conflicts, have contributed to an increasingly complex business environment. As a result, our future operational results may be subject to volatility. Additionally, health-related events, political instability, acts of terrorism, and natural disasters, are examples of other events that could have a negative impact on the travel industry in the future.

Added

1 A reconciliation of non-GAAP financial measures to the most comparable U.S. GAAP financial measures is provided under the subsection titled “Key Business Metrics and Non-GAAP Financial Measures— Free Cash Flow Reconciliation” below.

Removed

1 A reconciliation of non-GAAP financial information to the most comparable U.S. GAAP financial measures is provided under the subsection titled “Key Business Metrics and Non-GAAP Financial Measures— Adjusted EBITDA Reconciliation” and “— Free Cash Flow Reconciliation” below.

Reworded

Nights and ExperiencesSeats Booked

Reworded

Nights and ExperiencesSeats Booked is a key measure of the scale of our platform, which in turn drives our financial performance. Nights and ExperiencesSeats Booked on our platform in a period represents the sum of the total number of nights booked for stays and the total number of seats booked for experiences,experiences and services, net of cancellations and alterations that occurred in that period. For example, a booking made on February 15 would be reflected in Nights and ExperiencesSeats Booked for our quarter ended March 31. If, in the example, the booking waswere canceled on May 15, Nights and ExperiencesSeats Booked would be reduced by the cancellation for our quarter ended June 30. A night can include one or more guests and can be for a listing with one or more bedrooms. Nights and ExperiencesSeats Booked grows as we attract new customers to our platform and as repeat guests increase their activity on our platform. A seat is booked for each participant in an experience.experience or service. Substantially all of the bookings on our platform to date have come from nights. We believe Nights and ExperiencesSeats Booked is a key business metric to help investors and others understand and evaluate our results of operations in the same manner as our management team, as it represents a single unit of transaction on our platform.

Reworded

The increase in our Nights and ExperiencesSeats Booked was driven by strong growth across all regions.

Reworded

GBV represents the dollar value of bookings on our platform in a period and is inclusive of host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period. The timing of recording GBV and any related cancellations is similar to that described in the subsection titled “— Key Business Metrics and Non-GAAP Financial Measures — Nights and ExperiencesSeats Booked” above. Revenue from the booking is recognized upon check-in; accordingly, GBV is a leading indicator of revenue. The entire amount of a booking is reflected in GBV during the quarter in which booking occurs, whether the guest pays the entire amount of the booking upfront or elects to use our Pay Less Upfront program. Growth in GBV reflects our ability to attract and retain customers and reflects growth in Nights and ExperiencesSeats Booked.

Reworded

The increase in our GBV was primarily due to an increase in Nights and ExperiencesSeats Booked, combined with a modest increase in ADR. Similar to Nights and ExperiencesSeats Booked, our GBV improvement was driven by growth in bookings in all regions.

Reworded

Our non-GAAP financial measures include Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash FlowFCF, and Free Cash FlowFCF Margin, which are described below. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided below. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures. Adjusted EBITDA and Adjusted EBITDA Margin have limitations as a financial measure, should be considered as supplemental in nature, and are not meant as a substitute for the related financial information prepared in accordance with U.S. GAAP. Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA Margin should be considered alongside other financial performance measures, including net income and net income margin as well as our other U.S. GAAP results. Free Cash FlowFCF and Free Cash FlowFCF Margin have limitations as an analytical tooltools and should not be considered in isolation or as a substitute for analysis of other U.S. GAAP financial measures, such as net cash provided by operating activities and net cash provided by operating activities margin. Free Cash FlowFCF and Free Cash FlowFCF Margin do not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting itstheir usefulness as a comparative measure.measures.

Reworded

The following table summarizes our non-GAAP financial measures, along with the most directly comparable U.S. GAAP measure,measures, for each period presented below (in millions, except percentages):

Reworded

The increase in Adjusted EBITDA forin the year ended December 31, 2024,2025, compared to the prior year, was primarily drivendue byto revenue growth infrom revenue which was driven by thean increase in the number of check-ins relating tofor Nights and ExperiencesSeats Booked and a modest increase in ADR.

Removed

During 2023, we released $2.9 billion of our valuation allowance related to our U.S. federal and state deferred tax assets (see Note 14, Income Taxes, to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for further details).

Reworded

The following is a reconciliation of net cash provided by operating activities to Free Cash FlowFCF (in millions, except percentages):

Reworded

Our Free Cash FlowFCF is impacted by the timing of GBV because we collect our service fees at the time of booking, which is generally before a staystay, experience, or experienceservice occurs. Funds held on behalf of our customers and amounts payable to our customers do not impact Free Cash Flow,FCF, except interest earned on these funds.

Added

Constant Currency

Added

In addition to revenue growth rates derived from revenue presented in accordance with U.S. GAAP, we disclose the percentage change in our current period revenue from the corresponding prior period by comparing the change in revenue using constant currencies. We present constant currency revenue growth rate information to provide a framework for assessing how our underlying revenue performed excluding the effect of changes in exchange rates. We use the percentage change in constant currency revenues for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe the presentation of revenue on a constant currency basis in addition to the U.S. GAAP presentation helps improve the ability to understand our performance because it excludes the effects of foreign currency volatility that are not indicative of our core operating results.

Reworded

Our operations are global, and certain trends in our business, such as Nights and ExperiencesSeats Booked, GBV, revenue, ADR, and Nights per Booking vary by geography. We measure Nights and Experiences Booked by region based on the location of the listing.

Added

The following table summarizes by region our Nights and Seats Booked, GBV, and revenue, determined based on the location of the host’s listing (in millions, except percentages):

Reworded

Our total Company average nights per booking, excluding experiences,experiences and services, was 3.7 in 2025 compared to 3.8 in 2024 compared to 3.9 in 2023.2024. Average nights per booking in 20242025 was 4.1 for North America, 3.8 for EMEA, 3.73.6 for Latin America, and 3.3 for Asia Pacific. We expect that our blended global average nights per booking will continue to fluctuate based on our geographic mix and changes in traveler behaviors.

Reworded

NoIn 2024 and 2025, no single city represented more than 2% of our revenue before adjustments for incentives and refunds during the years ended December 31, 2023 and 2024,refunds, or more than 1% of our active listings as of December 31, 20232024 and 2024.2025.

Reworded

The following table sets forth our results of operations for the periods presented (in millions, except percentages):

Reworded

Our revenue consists of service fees, net of incentives and refunds, charged to our customers. For stays, service fees, which are charged to customers as a percentage of the value of the booking, excluding taxes, vary based on factors specific to the booking, such as booking value, the duration of the booking, geography, and host type. For experiences,experiences and services, we only earn a host fee. Substantially all of our revenue comes from stays booked on our platform. Incentives include our referral programs and marketing promotions to encourage the use of our platform and attract new customers. We experience a difference in timing between when a booking is made and when we recognize revenue, which occurs upon check-in. We record the service fees that we collect from customers prior to check-in on our balance sheet as unearned fees. Revenue is net of incentives and refunds provided to customers.

Reworded

Revenue increased $1.2$1.1 billion, or 12%,10%, in 2024 compared to 2023,2025, primarily due to an increase in the number of check-ins relating to Nights and ExperiencesSeats BookedBooked. andOn a modestconstant-currency increasebasis, revenue increased 10% compared to the same period in ADRthe drivenprior by our North America and EMEA regions.year.

Reworded

Cost of revenue includes payment processing costs, including merchant fees and chargebacks, costs associated with third-party data centers used to host our platform, and amortization of internally developed software and acquired technology. Because we act asAs the merchant of record, we incurbear all payment processing costs associated withfor our bookings, andincluding we have chargebacks, which arisethose from accountchargebacks takeoversdue to both fraud and other fraudulentnon-fraud activities. Cost of revenue may vary as a percentage of revenue from year to year based on activity on our platform and may also vary from quarter to quarter as a percentage of revenue based on the seasonality of our business and the difference in the timing of when bookings are made and when we recognize revenue.

Reworded

Cost of revenue increased $175$208 million, or 10%, in 2024 compared to 2023,11%, primarily due to ana $188 million increase in merchant fees of $173 million,fees, due to anhigher pay-in volumes, a $28 million increase in GBV,amortization thecosts impactrelated ofto certaincapitalized one-timeinternal-use incentivessoftware in 2023,projects, and ana $27 million increase in cloud computing costs of $26 million, due to increased server and data storagehosting usage.services. These increases were partially offset by a reduction in chargebacks of $34$29 million.million and a reduction in other service costs of $12 million, which includes authentication, translation, and SMS services.

Reworded

Operations and support expense primarily consists of personnel-related expenses and third-party service provider feescharges associated with community support provided via phone, email, and chat to customers; customer relations costs, which include refunds and credits related to customer satisfaction and expenses associated with our host protection programs; and allocated costs for facilities and information technology.

Reworded

Operations and support expense increased $96$45 million, or 8%,4%, in 2024 compared to 2023,2025, primarily due to a $38$33 million increase in payroll-related expenses, an increase in customer relations costs of $25 million, mainly due to higher nights booked, and an increase in insurance costs of $25$14 million, due to higher premiums as a result of higher nights booked.booked, an $11 million increase in allocated costs for facilities and information technology, and an increase in expensed software and equipment of $10 million. These increases were partially offset by an $18 million decrease in customer relations costs resulting from lower refunds and credits.

Reworded

Product development expense primarily consists of personnel-related expenses and third-party service provider feesexpenditures incurred in connection with the development of our platform, and allocated costs for facilities and information technology.

Reworded

Product development expense increased $334$298 million, or 19%,14%, in 2024, compared to 2023,2025, primarily due to a $288$293 million increase in payroll-related expenses.expenses driven by an increase in headcount.

Reworded

Sales and marketing expense increased $385$440 million, or 22%,20%, in 2024, compared to 2023,2025, primarily due to a $294$163 million increase in marketing activities associated with ongoing marketing campaigns and search engine marketing,activities, a $58$121 million increase in payroll-related expenses,expense driven by an increase in headcount, and a $26$102 million increase in consultantin and otherthird-party service provider costs.expenses.

Reworded

General and administrative expense primarily consists of personnel-relatedpersonnel expensescosts for management and administrative functions,functions including finance and(finance, accounting, legal, and human resources. General and administrative expense also includes certainresources), professional services fees, general corporate and director and officer insurance, allocated costs for facilities and information technology, and indirect taxes, including lodging tax reserves for which we may be held jointly liable with hosts for collecting and remitting such taxes, and bad debt expense.reserves.

Reworded

General and administrative expense decreasedincreased $840$157 million, or 41%,13%, in 2024, compared to 2023,2025, primarily due to decreaseda $74 million increase from non-income taxes and related fees and penalties, partiallya offset$51 million increase in payroll-related expenses driven by an increase in payroll-related expenses. Non-income taxesheadcount, and related fees and penalties decreased $656 million and $194 million, respectively, primarily due to a withholding tax settlement related to Italy, partially off-set by an increase in payroll-relatedprofessional expensesservice fees of $22$37 million.

Reworded

Interest income increaseddecreased $97$113 million, or 13%,14%, in 2024 compared to 2023, primarily2025, due to lower interest rates, partially offset by higher cash and investment balances.

Reworded

Other expense, net consists primarily of realized and unrealized gains and losses on foreign currency transactions and balances, unrealized gains and losses on derivatives, the change in fair value of investments and financial instruments, including our share of income or loss from our equity method investments, and interest expense, which consists primarily of interest associated with various indirectnon-income tax reserves, amortization of debt issuanceissuance, and debt discount costs.

Reworded

The change in other expense, net of $177$72 million in 2024 compared to 20232025, was primarily due to increasednet foreign exchange gainslosses of $77$64 million and a decrease in interest expense of $58 million related to interest on withholding taxes recorded in 2023,million, partially offset by anlower impairment charge of $45 millioncharges on an investmentinvestments in a privately-held companycompanies incompared 2024.to the prior year.

Reworded

Provision for (benefitincome from) Income Taxestaxes

Reworded

We are subject to income taxes in the United States and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. We expect our effective tax rate in the future to depend upon the proportion between the following items and income before income taxes: U.S. tax benefits from foreign-derived intangible income, U.S. tax on foreign income net of allowable credits, tax effects from share-based compensation, research tax credits, tax effects from capital losses not expected to be utilized, restructurings, settlement of tax contingency items, tax effects of changes in our business, and the effects of changes in tax law.

Added

The provision for income taxes decreased by $57 million, or 8%, due to reduced taxes accrued driven by a larger foreign derived intangible income benefit and a $105 million reduction in uncertain tax positions relating to prior years, partially offset by the recognition of a $213 million valuation allowance against the corporate alternative minimum tax (“CAMT”) credit deferred tax asset.

Added

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses and changes to the U.S. taxation of foreign derived intangible income. Following the enactment of the OBBBA, management concluded it is no longer more-likely-than-not that we are able to utilize our historic CAMT credits. Management further concluded that no prudent and feasible tax-planning strategies are currently available to utilize the existing CAMT credits. Our policy is to not consider the impact of future years’ CAMT in our valuation allowance assessment for deferred tax assets other than CAMT credits. The amount of the valuation allowance may be adjusted in future quarters if estimates of future taxable income change. We will continue to evaluate the full impact of legislative changes as more guidance becomes available.

Removed

The provision for income taxes during 2024 was driven by current tax on U.S. and foreign earnings and deferred tax expense resulting from prior year’s valuation allowance release on our U.S. federal and state deferred tax assets and the utilization of some of those assets in 2024. The income tax benefit for 2023, was primarily due to the release of $2.9 billion of our valuation allowance related to certain of our U.S. federal and state deferred tax assets, as a discrete tax benefit.

Removed

In 2021, the Organization for Economic Co-operation and Development (“OECD”) established an inclusive framework on base erosion and profit shifting and agreed on a two-pillar solution to global taxation, focusing on global profit allocation, known to as Pillar One and a 15% global minimum effective tax rate, known as Pillar Two. In December of 2022, the EU member states agreed to implement the OECD’s global minimum tax rate of 15%. The OECD issued Pillar Two model rules and continues to release guidance on these rules. The inclusive framework calls for tax law changes by participating countries to take effect in 2024 and 2025. Various countries have enacted or have announced plans to enact new tax laws to implement the global minimum tax. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and concluded there was no material impact to our tax provision for 2024. We will continue to evaluate the impact of these tax law changes on future reporting periods.

Reworded

As of December 31, 2024,2025, our principal sources of liquidity were cash, cash equivalentsequivalents, and short-term investments totaling $10.6$11.0 billion. As of December 31, 2024,2025, cash and cash equivalents totaled $6.9$6.6 billion, which included $2.6$2.3 billion held by our foreign subsidiaries. Cash and cash equivalents consist of checkingcash on deposit with banks and interest-bearing accounts and highly-liquid securities with an original maturity of 90 days or less. As of December 31, 2024,2025, short-term investments totaled $3.7$4.5 billion. Short-term investments primarily consist of highly-liquid investment grade corporate debt securities, time deposits, commercial paper, certificates of deposit, U.S. government and government agency debt securities (“government bonds”), and mortgage-backed and asset-backed securities. These amountsshort-term investments do not include funds of $5.9$7.0 billion as of December 31, 2024,2025, that wewere held for bookings in advance of guests completing check-inscheck-ins, thatwhich weare recordrecorded separately on our consolidated balance sheetsheets in funds receivable and amounts held on behalf of customers with a corresponding liability in funds payable and amounts payable to customers.

Reworded

Our cash and cash equivalents are generally held at large global systemically important banks (or “G-SIBs”), which are subject to high capital requirements and are required to regularly perform stringent stress tests related to their ability to absorb capital losses. Our cash, cash equivalents, and short-term investments held outside of the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of such funds may result in additional tax liabilities. We believe that our existing cash, cash equivalents, and short-term investments balances in the United States are sufficient to fund our working capital needs in the United States.needs.

Added

As of December 31, 2025, we had outstanding $2.0 billion in aggregate principal amount of indebtedness of our 0% convertible senior notes due on March 15, 2026.

Reworded

As of December 31, 2024, we had outstanding $2.0 billion in aggregate principal amount of indebtedness of our 0% convertible senior notes due onIn March 15, 2026. On March 3, 2021, in connection with the pricing of the 2026 Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "option counterparties") at a cost of approximately $100 million. The cap price of the Capped Calls was $360.80 per share of Class A common stock, which represented a premium of 100% over the last reported sale price of the Class A common stock of $180.40 per share on March 3, 2021, subject to certain customary adjustments under the terms of the Capped Call Transactions.Calls.

Reworded

As of December 31, 2024,2025, our total minimum lease payments were $299$272 million, of which $83$86 million is due in the succeeding 12 months.2026. We have a commercial agreement with a data hosting services provider to spend or incur an aggregate of at least $672$1.7 millionbillion for vendor services through 2027.2031. See Note 9, Leases, Note 10, Debt, and Note 13, Commitments and Contingencies, to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for further information regarding these commitments.

Added

In February 2024, our board of directors approved a share repurchase program to purchase up to $6.0 billion of our Class A common stock.

Added

In August 2025, our board of directors approved a new share repurchase program with an authorization to purchase up to an additional $6.0 billion of our Class A common stock. Share repurchases under the share repurchase programs may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, or accelerated share repurchase transactions or by any combination of such methods. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements, and other relevant factors. The share repurchase programs do not obligate us to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at our discretion. In 2025, we repurchased an aggregate of 29.7 million shares of Class A common stock for $3.8 billion through two share repurchase programs. As of December 31, 2025, we completed the repurchases under the February 2024 share repurchase program and had $5.6 billion available to repurchase shares of Class A common stock under our August 2025 share repurchase program.

Removed

During 2024, we repurchased an aggregate of 24.5 million shares of Class A common stock for $3.4 billion through two share repurchase programs. As of December 31, 2024, we had $3.3 billion available to repurchase shares of Class A common stock under our share repurchase program.

Showing the first 60 of 70 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-06 (period ending 2026-06-30) with 10-Q filed 2026-05-07 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

There have been no material changes from the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) and Part II, Item IA of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Our business, operations, and financial results are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, and the trading price of our Class A common stock. Investors should carefully read and consider the risks and uncertainties included in the reports referenced above, together with all of the other information in such reports and this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes, and other documents that we file with the U.S. Securities and Exchange Commission. The risks and uncertainties described in these reports may not be the only ones we face. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.

Removed heading “Industry, Financial, and Insurance Risks”

Removed heading “Our indebtedness could adversely affect our business and financial condition.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: default
“Any failure to comply with the restrictions of our 2022 Credit Facility or the indenture governing our outstanding Senior Notes may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds. In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business or otherwise.”
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Removed text
“Our indebtedness could adversely affect our business and financial condition.”
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Removed text topics: covenant
“The agreements governing our indebtedness contain various covenants that may limit our ability to effectively operate our businesses, including those in our 2022 Credit Facility that restrict our ability to (i) incur additional indebtedness at subsidiaries that are not guarantors of the 2022 Credit Facility; (ii) create or incur additional liens; (iii) partake in sale/leaseback transactions; (iv) engage in certain fundamental changes, including mergers or consolidations; and (v) enter into negative pledge clauses and clauses restricting subsidiary distributions. …”
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“Industry, Financial, and Insurance Risks”
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Removed text topics: interest rate
“In connection with the offering of the Senior Notes, we entered into interest rate swaps with an aggregate notional amount of approximately $1.7 billion that involves the exchange of fixed-for-floating rate interest payments. These swaps effectively convert the fixed interest rates on a portion of our Senior Notes to floating interest rates based on the Secured Overnight Financing Rate, which increases our exposure to interest rate risk. …”
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Removed text
“As of March 31, 2026, we had $2.5 billion of long-term debt outstanding, all of which consisted of our unsecured senior notes (“Senior Notes”). We also have access to $1.0 billion of commitments and a $200 million sub-limit for the issuance of letters of credit under the 2022 Credit Facility. As of March 31, 2026, no amounts were drawn under our 2022 Credit Facility and outstanding letters of credit totaled $20 million. Risks relating to our indebtedness include:”
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Reworded

There have been no material changes from the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), exceptand Part II, Item IA of our Quarterly Report on Form 10-Q for the followingquarter riskended factorsMarch which31, supplement the risk factors disclosed in our 2025 Annual Report.2026. Our business, operations, and financial results are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, and the trading price of our Class A common stock. Investors should carefully read and consider the risks and uncertainties included in the 2025reports Annualreferenced Report and described below,above, together with all of the other information in thesuch 2025 Annual Reportreports and this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes, and other documents that we file with the U.S. Securities and Exchange Commission. The risks and uncertainties described in these reports may not be the only ones we face. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.

Removed

Industry, Financial, and Insurance Risks

Removed

Our indebtedness could adversely affect our business and financial condition.

Removed

As of March 31, 2026, we had $2.5 billion of long-term debt outstanding, all of which consisted of our unsecured senior notes (“Senior Notes”). We also have access to $1.0 billion of commitments and a $200 million sub-limit for the issuance of letters of credit under the 2022 Credit Facility. As of March 31, 2026, no amounts were drawn under our 2022 Credit Facility and outstanding letters of credit totaled $20 million. Risks relating to our indebtedness include:

Removed

•increasing our vulnerability to general adverse economic and industry conditions;

Removed

•requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

Removed

•making it difficult for us to optimally capitalize and manage the cash flow for our business;

Removed

•limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

Removed

•placing us at a competitive disadvantage compared to our competitors that are less levered; and

Removed

•limiting our ability to borrow additional funds or to borrow funds at desirable rates or terms we find acceptable.

Removed

The agreements governing our indebtedness contain various covenants that may limit our ability to effectively operate our businesses, including those in our 2022 Credit Facility that restrict our ability to (i) incur additional indebtedness at subsidiaries that are not guarantors of the 2022 Credit Facility; (ii) create or incur additional liens; (iii) partake in sale/leaseback transactions; (iv) engage in certain fundamental changes, including mergers or consolidations; and (v) enter into negative pledge clauses and clauses restricting subsidiary distributions. The indenture governing the Senior Notes contains limited covenants and does not restrict us or our subsidiaries' ability to incur additional debt, pay dividends, repurchase securities, or engage in a variety of corporate transactions. Additionally, the covenants in our Senior Notes restricting our ability to create liens or enter into sale and leaseback transactions apply only to "principal properties," and as of March 31, 2026, neither we nor our subsidiaries own any property that constitutes a principal property.

Removed

Any failure to comply with the restrictions of our 2022 Credit Facility or the indenture governing our outstanding Senior Notes may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds. In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business or otherwise.

Removed

In connection with the offering of the Senior Notes, we entered into interest rate swaps with an aggregate notional amount of approximately $1.7 billion that involves the exchange of fixed-for-floating rate interest payments. These swaps effectively convert the fixed interest rates on a portion of our Senior Notes to floating interest rates based on the Secured Overnight Financing Rate, which increases our exposure to interest rate risk. If interest rates were to increase, our debt service obligations on the indebtedness with respect to which we have entered into these fixed-for-floating interest rate swaps would increase, even though the principal amount issued remains the same.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Three and Six Months Ended June 30, 2026 Compared with the Same Periods in 2025”

New heading “Interest Expense”

New heading “Three and Six Months Ended June 30, 2026 Compared with the Same Periods in 2025”

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“Three and Six Months Ended June 30, 2026 Compared with the Same Periods in 2025”
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“Three and Six Months Ended June 30, 2026 Compared with the Same Periods in 2025”
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Removed text topics: impairment
“Other income (expense), net changed $78 million, or 205%, primarily resulting from $70 million in proceeds received following a third-party acquisition of a privately-held company investment with a carrying value of zero, and $32 million net change in impairment charges to privately-held company investments, partially offset by increased interest expense and net foreign exchange losses.”
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“Interest Expense”
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New text topics: penalt
“General and administrative expense increased by $4 million, or 1%. The increase was primarily due to a $38 million increase in payroll-related expenses driven by higher average headcount, and a $4 million increase in various fees and penalties, largely offset by a $38 million decrease in non-income taxes.”
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New text topics: impairment
“Other income (expense), net changed $104 million, or 208%. The net change was primarily due to a $71 million realized gain on an equity investment and a $29 million favorable impact from the decrease of impairment losses recorded in 2026 compared to 2025.”
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Reworded

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”). This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” of our 2025 Annual Report.Report and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and any subsequent filings. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Reworded

FirstSecond Quarter Financial Highlights

Reworded

•Strong Top-Line Growth: Revenue grew by 18%17% to $2.7$3.6 billion for the three months ended MarchJune 31,30, 2026, compared to the same period in the prior year. This growth was primarily driven by an increase in the number of check-ins relating to Nights and Seats Booked, and ana modest increase in our Average Daily Rate (“ADR”).

Reworded

•Increased Profitability: Net income grew by $6$174 million to $160$816 million for the three months ended MarchJune 31,30, 2026, compared to the same period in the prior year. This improvement was primarily driven by strong revenue growth of 18%,17%, which outpaced a 16%15% increase in operating expenses,expenses. alongsideAdditionally, provision for income taxes decreased $56 million primarily due to a $70$77 million realizedbenefit gainrecorded fromin the salecurrent ofperiod a privately-held equity investment. These increases were offset by continued investment in sales and marketing, and a $69 million one-time adjustment of certain deferred tax assets resulting from changesrelated to therecently U.S.published Corporateguidance Alternativeimpacting Minimumprior Taxyear (“CAMT”).taxes.

Reworded

•Cash Generation: Cash provided by operating activities and Free Cash Flow1 (“FCF”) were both $1.7$1.3 billion for the three months ended MarchJune 31,30, 2026, compared to $1.8$1.0 billion for both metrics during the same period in 2025.the prior year.

Reworded

•Share Repurchases: During the three months ended MarchJune 31,30, 2026, we repurchased 8.17.9 million shares of Class A common stock for $1.1 billion, leaving $4.5$3.4 billion available to repurchase under our share repurchase program.

Removed

•Debt Refinancing: In March 2026, we issued $2.5 billion aggregate principal amount of unsecured senior notes ("Senior Notes"). We utilized approximately $2.0 billion of the net proceeds to fully repay our 0% convertible senior notes due in 2026 (“2026 Notes”), and retained the remaining net proceeds of approximately $500 million for general corporate purposes.

Reworded

As we look forward, we recognize the potential impact of challenging macroeconomic and geopolitical conditions on our business, including inflation, interest rates, foreign currency fluctuations, tariffs and trade controls, wars and other geopolitical conflicts, and potential decreased consumer spending. The conflict in the Middle East has had and is expected tomay continue to have a slightan impact on near-term booking trends, including increased cancellations in Europe, the Middle East, and Africa (“EMEA”) and Asia Pacific.trends. To date, these conditions have not had a material impact on our business, results of operations, cash flows, and financial condition; however, the impact in the future of these macroeconomic and geopolitical conditions on our business, results of operations, cash flows, and financial condition is uncertain and will depend on future developments that we may not be able to accurately predict.

Reworded

These key business metrics and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with U.S. GAAP, and may be different from similarly titled metrics or measures presented by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided under the subsection titled “— Adjusted EBITDA Reconciliation” and “— Free Cash 1Flow AReconciliation” below. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to thetheir most directly comparable U.S. GAAP financial measures is provided under the subsection titled “Key Business Metrics and Non-GAAP Financial Measures— Free Cash Flow Reconciliation” below.measures.

Added

1 A reconciliation of non-GAAP financial measures to the most comparable U.S. GAAP financial measures is provided under the subsection titled “Key Business Metrics and Non-GAAP Financial Measures— Free Cash Flow Reconciliation” below.

Removed

Flow Reconciliation” below. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

Reworded

During the three and six months ended MarchJune 31,30, 2026, the increase in Nights and Seats Booked, compared to the same period in the prior year, was driven by growth across all regionsregions, despiteled increased cancellations in EMEA and Asia Pacific from the Middle East conflict, with the strongest growth percentages inby Latin America and Asia Pacific, as we continue to focus on international expansion. InNorth addition,America weand observedEMEA agrew lengtheningmore ofmoderately. leadWe times across all regions, driven in part by thealso continued expansionto ofbenefit from our deferredproduct initiatives, including improvements to search and merchandising, pricing and tools, and flexible payment programs.options.

Reworded

Gross Booking Value (“GBV”) represents the dollar value of bookings on our platform in a period and isperiod, inclusive of host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period.alterations. The timing of recording GBV and any related cancellations is similar to that described in the subsection titled “— Key Business Metrics and Non-GAAP Financial Measures — Nights and Seats Booked” above. Revenue from the booking is recognized upon check-in; accordingly, GBV is a leading indicator of revenue. The entire amount of a booking is reflected in GBV duringin the quarter it occurs regardless of when payment is collected. Revenue is recognized upon check-in; accordingly, GBV has generally been a leading indicator of revenue. Our flexible payment options allow guests to defer a portion or all of their payment from the time of booking to a date closer to stay. In 2025, we launched RNPL and expanded it internationally in 2026. To date, RNPL bookings, which require no payment at the time of booking, have experienced higher cancellation rates than historic bookings in which bookingsome occurs,or whether the guest pays the entire amountall of the bookingcash upfrontwas orreceived electsat the time of booking. As adoption of RNPL and our other flexible payment options continues to usegrow, ourthe deferredtiming paymentamong programs.GBV, Growth in GBV reflects our ability to attractrevenue, and retaincash customersreceipts andmay reflectsbecome growthless in Nights and Seats Booked.correlated.

Reworded

During the three and six months ended MarchJune 31,30, 2026, the increase in GBV, compared to the same periodperiods in the prior year, was primarily due to an increase in Nights and Seats Booked and ADR. We saw GBV growth across all regions, withled the strongest growth percentages inby Latin America and Asia Pacific.Pacific, with North America and EMEA growing more moderately. The increase in ADR was driven in part by the continued adoption of RNPL.

Reworded

The increase in Adjusted EBITDA and Adjusted EBITDA margin for the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in the prior year, was primarily due to revenue growth from an increase in the number of check-ins for Nights and Seats Booked and an increase in ADR.ADR, which outpaced the growth in our operating expenses.

Reworded

Our FCF is impacted by the timing of GBVGBV, becauseas we generally collect our service fees at the time of booking, which istypically generallyoccurs before a stay, experience, or serviceservice. occurs.For bookings under RNPL, we collect payment closer to the date of stay. The continued expansion of RNPL results in a shift in timing of when cash for unearned fees is received, which impacts our FCF. Funds held on behalf of our customers and amounts payable to our customers do not impact FCF, except for interest earned on thesethose funds.

Removed

Our business is seasonal, reflecting typical global travel patterns. In a typical year, Nights and Seats Booked are highest in the first, second, and third quarters and lowest in the fourth quarter, with the peak travel season occurring in the third quarter across North America and EMEA.

Reworded

GBVOur generallybusiness followsis theseasonal, samereflecting seasonaltypical trendsglobal astravel Nightspatterns. andRevenue, Seats Booked. Because revenuewhich is recognized when guestguests check-ins occur, revenuecheck-in, and Adjusted EBITDA have historically been highest in the third quarter and lowest in the first quarter. Holiday timing, such as Easter, and other events can also shift quarterly performance.

Added

In a typical year, Nights and Seats Booked are generally higher in the first, second, and third quarters and lowest in the fourth quarter, with the peak travel season occurring in the third quarter across North America and EMEA. GBV generally follows the same seasonal trends as Nights and Seats Booked.

Added

Seasonality in GBV also affects FCF. Unearned fees typically rise when GBV rises since guests pay at the time of booking. As such, FCF is typically highest in the first quarter and lowest in the fourth quarter. However, increasing adoption of RNPL, which shifts payment and unearned fees closer to the date of stay, is changing the typical seasonal dynamics between GBV and FCF.

Removed

Seasonality in GBV also affects FCF. Higher GBV in the first half of the year typically results in increased unearned fees and higher FCF. During the third quarter, GBV is typically lower and check-ins reach their peak, resulting in decreased unearned fees. GBV and FCF are generally the lowest in the fourth quarter.

Added

The following table sets forth our results of operations (in millions, except percentages):

Added

(1)Includes stock-based compensation expense as follows (in millions, except percentages):

Reworded

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 with the Same PeriodPeriods in 2025

Added

Revenue increased $918 million, or 17%, primarily due to an increase in the number of check-ins relating to Nights and Seats Booked and an increase in ADR. On a constant currency basis, revenue increased 14% compared to the same period in the prior year.

Reworded

Cost of revenue increased $75$89 million, or 15%,16%, primarily due to a $64$68 million increase in merchant feesfees, a $13 million increase in chargebacks, and a $12 million increase in chargebacks.server costs. The increase in merchant fees was driven by higher net pay-in volumes, which were partially offset by higher payment processor rebates and incentives.volume. The increase in chargebacks was driven by overall growth in GBV and a slight increase in our chargeback rate. The increase in server costs was primarily driven by higher amortization related to reserved instance purchases and increased infrastructure spend. These increases were partially offset by a reductiondecrease in amortization expenses related to capitalized internal-use software projects.projects, as certain projects became fully amortized during the period.

Added

Cost of revenue increased $164 million, or 16%, primarily due to a $131 million increase in merchant fees, a $25 million increase in chargebacks, and a $15 million increase in server costs. The increase in merchant fees was driven by higher net pay-in volume. The increase in chargebacks was driven by growth in GBV and a slight increase in our chargeback rate. The increase in server costs was primarily driven by higher amortization related to reserved instance purchases and increased infrastructure spend. These increases were partially offset by a decrease in amortization expenses related to capitalized internal-use software projects, as certain projects became fully amortized during the period.

Reworded

Operations and support expense increased $23$29 million, or 8%,9%, primarily due to a $14$27 million increase in payroll-related expenses driven by an increase inhigher average headcount andheadcount, a $3$10 million increase in customer relations costs driven by higher make-good payouts and related case reserves, and a $7 million increase in insurance costs driven by higher host liability insurance premiums. These increases were partially offset by a $17 million decrease in third-party service provider costs due to higherlower refundsagent andcontact credits.volume resulting from increased use of artificial intelligence (“AI”) in community support.

Added

Operations and support expense increased $52 million, or 8%, primarily due to a $41 million increase in payroll-related expenses driven by higher average headcount, a $14 million increase in customer relations costs driven by higher make-good payouts and related case reserves, and a $9 million increase in insurance costs driven by higher host liability insurance premiums. These increases were partially offset by a $15 million decrease in third-party service provider costs due to lower agent contact volume resulting from increased use of AI in community support.

Reworded

Product development expense increased $70$62 million, or 12%,10%, primarily due to a $69$62 million increase in payroll-related expenses.expenses Thisresulting increase was driven byfrom an increase in average headcount and annual compensation costs.headcount.

Added

Product development expense increased $132 million, or 11%, primarily due to a $132 million increase in payroll-related expenses resulting from an increase in average headcount.

Reworded

Sales and marketing expense increased $188$184 million, or 33%,27%, primarily due to a $126$132 million increase in marketing activitiesspend, driven by higher paid growth marketing initiatives in emerging markets and partnerships, and a $42$48 million increase in payroll-related expenses driven by increasedhigher average headcount, andpartially offset by a $14 million increasedecrease in third-party service provider expenses incurred to support the expansion and optimization of Airbnb Experiences and Services supply.

Added

Sales and marketing expense increased $372 million, or 30%, primarily due to a $258 million increase in marketing spend, driven by higher paid growth marketing initiatives in emerging markets and partnerships, a $90 million increase in payroll-related expenses driven by higher average headcount, and a $10 million increase in third-party service provider expenses incurred to support the expansion and optimization of Airbnb Experiences and Services supply.

Reworded

General and administrative expense remained relatively flat, increasingincreased by $2 million, or 1%. ThisThe slight changeincrease was primarily due to a $7$32 million increase in professional services expenses, primarily related to legal and tax consulting fees, and a $6 million increase in payroll relatedpayroll-related expenses driven by increasedhigher average headcount, which were largely offset by a $10$28 million decrease in non-income taxes.

Added

General and administrative expense increased by $4 million, or 1%. The increase was primarily due to a $38 million increase in payroll-related expenses driven by higher average headcount, and a $4 million increase in various fees and penalties, largely offset by a $38 million decrease in non-income taxes.

Added

Three and Six Months Ended June 30, 2026 Compared with the Same Periods in 2025

Added

Interest income decreased by $7 million, or 4%, and $25 million, or 7%, respectively, primarily due to lower interest earned on our investment portfolio, driven by lower interest rates, partially offset by a slight increase in interest income on operating cash.

Added

Interest Expense

Added

Three and Six Months Ended June 30, 2026 Compared with the Same Periods in 2025

Reworded

Interest incomeexpense decreasedincreased by $18$31 million and $47 million, or 10%, for the three months ended March 31, 2026,respectively, primarily due to lower interest rates.on our new long-term notes issued in March 2026.

Added

Other income (expense), net changed $10 million, or 59%. The net change was primarily due to a $6 million favorable change in net realized and unrealized foreign currency remeasurement.

Added

Other income (expense), net changed $104 million, or 208%. The net change was primarily due to a $71 million realized gain on an equity investment and a $29 million favorable impact from the decrease of impairment losses recorded in 2026 compared to 2025.

Removed

Other income (expense), net changed $78 million, or 205%, primarily resulting from $70 million in proceeds received following a third-party acquisition of a privately-held company investment with a carrying value of zero, and $32 million net change in impairment charges to privately-held company investments, partially offset by increased interest expense and net foreign exchange losses.

Reworded

The provision for income taxes increaseddecreased by $102$56 million, or 537%,41%. The decrease was primarily due to a $69$77 million one-timebenefit adjustmentin ofthe certainquarter related to recently published guidance impacting prior year taxes, partially offset by a $9 million increase in current and deferred tax assetson as a result of changes to the CAMTU.S. and decreasedforeign stock-basedearnings compensationin deductions.line with profitability growth. See Note 10, Income Taxes, to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Added

The provision for income taxes increased by $46 million, or 29%. The increase was primarily due to a $29 million increase in current and deferred tax on U.S. and foreign earnings in line with profitability growth and $16 million from decreased excess tax benefits on stock-based compensation.

Reworded

As of MarchJune 31,30, 2026, our principal sources of liquidity were cash, cash equivalents, and short-term investments totaling $12.0$12.1 billion. As of MarchJune 31,30, 2026, cash and cash equivalents totaled $7.0$6.8 billion, which included $2.8$3.3 billion held by our foreign subsidiaries. Cash and cash equivalents consist of cash on deposit with banks and interest-bearing accounts and highly-liquid securities with an original maturity of 90 days or less. As of MarchJune 31,30, 2026, short-term investments totaled $5.0$5.2 billion. Short-term investments primarily consist of highly-liquid investment grade corporate debt securities, time deposits, commercialmortgage-backed paper,and certificatesasset-backed of deposit,securities, U.S. government and government agency debt securities (“government bonds”), andcertificates mortgage-backedof deposit, and asset-backedcommercial securities.paper. These short-term investments do not include funds of $10.6$12.2 billion as of MarchJune 31,30, 2026, that were held for bookings in advance of guests completing check-ins, which are recorded separately on our unaudited condensed consolidated balance sheets in funds receivable and amounts held on behalf of customers with a corresponding liability in funds payable and amounts payable to customers.

Reworded

We have access to $1.0 billion of commitments and a $200 million sub-limit for the issuance of letters of credit under the 2022 Credit Facility. As of MarchJune 31,30, 2026, no amounts were drawn under our 2022 Credit Facility and outstanding letters of credit totaled $20 million. See Note 7, Debt, to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Reworded

Our principal contractual obligations and commitments consist primarily of our long-term debt and the associated ongoing semi-annual interest payments. During the three months endedOn March 31,16, 2026, ourwe long-term material cash requirements changed due to the issuance ofissued $2.5 billion inaggregate principal amount of Senior Notes and theutilized concurrenta retirementportion of $2.0the billionnet proceeds to fully repay the outstanding aggregate principal amount of our $2.0 billion convertible senior notes due 2026 Notes.(“2026 Notes”). The Senior Notes bear fixed interest rates that will materially increase our ongoing semi-annual cash interest obligations. See Note 7, Debt, to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Reworded

In August 2025, our board of directors approved a new share repurchase program with an authorization to purchase up to an additional $6.0 billion of our Class A common stock. Share repurchases under the share repurchase programsprogram may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, or accelerated share repurchase transactions, or by any combination of such methods. Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements, and other relevant factors. The share repurchase programsprogram dodoes not obligate us to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at our discretion. During the three and six months ended MarchJune 31,30, 2026, we repurchased 8.17.9 million and 16.0 million shares of Class A common stock for $1.1 billion and $2.1 billion, respectively, through our share repurchase program. As of MarchJune 31,30, 2026, we had $4.5$3.4 billion available to repurchase shares of Class A common stock under our share repurchase program.

Reworded

Net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 was $1.7$3.0 billion. This was primarily due to $1.0net billionincome of $976 million and $819 million provided by net working capital items, includingreflecting growth in unearned fees, resultingpartially fromoffset by an increase in prepaid assets, both driven by growth in bookings, and net income of $160 million.bookings. Additionally, we had adjustments for non-cash operating expenses primarily consisting of $410$897 million of stock-based compensation.

Reworded

While we experienced strong growth in bookings during the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities wasslightly consistentimproved withcompared to the $1.8$2.8 billion generated during the same period in the prior year. TheThis reflected unearned fees growing at a rate less than the GBV growth rate during the six months ended June 30, 2026, compared to the same period in GBVthe prior year, which was drivenprimarily indue partto bythe increased guest adoption of our deferredflexible payment programs,options, which allowsallow guests to pay closer to check-in dates rather than at time of booking, which shiftsshifting the timing of when net cash providedcollection byand its recognition in operating activities is recognized.activities. For example, whileunder our GBVRNPL increasedoption, duringpayment theis threecollected months ended March 31, 2026 comparedcloser to thecheck-in samerather periodthan inat thebooking. prior year, ourAccordingly, unearned fees remainedare relativelynot flatrecorded, primarily,and reflectingoperating thecash shiftflows inare not generated until payment timingis associated with the increased adoption of these programs.received.

Reworded

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $461$810 million. This was primarily driven by purchases of short-term investments, partially offset by proceeds from the sale and maturity of our short-term and equity investments.

Reworded

Net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 was $3.0$3.5 billion. This was primarily driven by a $5.4 billion increase in funds payable and amounts payable to customers resulting from the growth in GBV, $2.5 billion in net proceeds from the issuance of our new Senior Notes and a $3.7 billion increase in funds payable and amounts payable to customers,Notes, which were partially offset by share repurchases of $2.1 billion, repayment of $2.0 billion of our 2026 Notes, share repurchases of $1.1 billion, and taxes paid related to nettax share settlement ofon equity awards of $140$305 million.

Reworded

The effect of exchange rate changes on cash, cash equivalents, and restricted cash on our unaudited condensed consolidated statements of cash flows relates to certain assets, principally cash balances held on behalf of customers, that are denominated in currencies other than the functional currency of certain of our subsidiaries. For the threesix months ended MarchJune 31,30, 2026, we recorded a reduction of $118$146 million in cash, cash equivalents, and restricted cash, primarily due to the strengthening of the U.S. dollar against major currencies, mainly the Euro and British Pound. The impact of exchange rate changes on cash balances can serve as a natural hedge for the effect of exchange rates on our liabilities to our hosts and guests.

Reworded

We assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we believe that the cash flows generated from operating activities will meet our anticipated cash requirements in the short-term. In addition to normal working capital requirements, we anticipate that our short- and long-term cash requirements will include share repurchases, introduction of new products and offerings, timing and extent of spending to support our efforts to develop our platform, debt repayments, and expansion of sales and marketing activities. Our future capital requirements, however, will depend on many factors, including, but not limited toto, our growth, headcount, and ability to attract and retain customers on our platform. Additionally, we may in the future raise additional capital or incur additional indebtedness to continue to fund our strategic initiatives. On a long-term basis, we plan to rely on either our access to the capital markets or our credit facility for any long-term funding not provided by operating cash flows and cash on hand. In the event that additional financing is required from outside sources, we may seek to raise additional funds at any time through equity, equity-linked arrangements, and/or debt, which may not be available on favorable terms, or at all. If we are unable to raise additional capital when desired and at reasonable rates, our business, results of operations, and financial condition could be materially adversely affected. Our liquidity is subject to various risks including the risks identified in Item 3. "Quantitative and Qualitative Disclosures aboutAbout Market Risk" of Part I of this Quarterly Report on Form 10-Q.

Reworded

See Note 2, Summary of Significant Accounting Policies, to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

ABNB insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 44 filings (6 insiders, 45 trade dates, 6,204,679 shares, about $942.2M; 44 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -6,204,679 (purchases minus sales); net value about -$942.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-28Mertz Elinor
Chief Financial Officer
Grant/award 11,204— —445,805 SEC
2026-09-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
481$154.45 $74.3K33,701 SEC
2026-09-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
5,684$156.54 $889.8K26,786 SEC
2026-09-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
6,085$157.47 $958.2K20,701 SEC
2026-09-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
134$158.31 $21.2K20,567 SEC
2026-09-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Gift
10b5-1 plan
4,077— —34,182 SEC
2026-09-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
17,692— —38,259 SEC
2026-09-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
1,231$155.74 $191.7K32,470 SEC
2026-09-15Bernstein David C
Chief Accounting Officer
Open-market sale
10b5-1 plan
1,489$168.93 $251.5K47,024 SEC
2026-09-14Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
17,692— —38,259 SEC
2026-09-14Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Gift
10b5-1 plan
4,077— —34,182 SEC
2026-09-14Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
1,270$170.73 $216.8K32,912 SEC
2026-09-14Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
1,404$171.70 $241.1K31,508 SEC
2026-09-14Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
591$173.14 $102.3K20,567 SEC
2026-09-14Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
10,350$172.61 $1.8M21,158 SEC
2026-09-01Bernstein David C
Chief Accounting Officer
Option exercise
10b5-1 plan
5,224$40.18 $209.9K53,737 SEC
2026-09-01Bernstein David C
Chief Accounting Officer
Open-market sale
10b5-1 plan
5,224$182.49 $953.3K48,513 SEC
2026-08-31Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Gift
10b5-1 plan
4,077— —34,182 SEC
2026-08-31Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
239$189.05 $45.2K20,567 SEC
2026-08-31Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
17,692— —38,259 SEC
2026-08-31Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
1,887$185.67 $350.4K32,295 SEC
2026-08-31Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
4,042$186.38 $753.3K28,253 SEC
2026-08-31Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
3,728$187.68 $699.7K24,525 SEC
2026-08-31Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
3,719$188.51 $701.1K20,806 SEC
2026-08-28Chesky Brian
Director, CEO and Chairman, 10% owner
Conversion 76,500— —10,578,185 SEC
2026-08-28Chesky Brian
Director, CEO and Chairman, 10% owner
Gift 76,500— —10,501,685 SEC
2026-08-28Chesky Brian
Director, CEO and Chairman, 10% owner
Gift 76,500— —10,425,185 SEC
2026-08-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
57,160— —77,727 SEC
2026-08-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
45,215$190.58 $8.6M32,512 SEC
2026-08-28Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
11,945$191.20 $2.3M20,567 SEC
2026-08-26Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
7,199$191.43 $1.4M21,167 SEC
2026-08-26Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
600$192.16 $115.3K20,567 SEC
2026-08-26Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
19,659— —40,226 SEC
2026-08-26Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
11,860$190.24 $2.3M28,366 SEC
2026-08-25Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
2,774$191.09 $530.1K179,567 SEC
2026-08-25Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
199,878$190.27 $38.0M182,341 SEC
2026-08-25Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
361,652— —382,219 SEC
2026-08-25Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Gift
10b5-1 plan
159,000— —20,567 SEC
2026-08-24Gebbia Joseph
Director, 10% owner
Gift 960,000— —215 SEC
2026-08-24Gebbia Joseph
Director, 10% owner
Conversion 960,000— —960,215 SEC
2026-08-24Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
98,055$190.34 $18.7M73,152 SEC
2026-08-24Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
4,897$193.14 $945.8K20,567 SEC
2026-08-24Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
150,640— —171,207 SEC
2026-08-24Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
23,125$191.33 $4.4M50,027 SEC
2026-08-24Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
24,563$192.55 $4.7M25,464 SEC
2026-08-20Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
2,738$184.42 $504.9K74,808 SEC
2026-08-19Bernstein David C
Chief Accounting Officer
Shares withheld for tax 1,070$183.25 $196.1K48,513 SEC
2026-08-19Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Shares withheld for tax
10b5-1 plan
4,085$183.25 $748.5K77,546 SEC
2026-08-19Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
450— —20,567 SEC
2026-08-19Mertz Elinor
Chief Financial Officer
Shares withheld for tax 6,942$183.25 $1.3M434,601 SEC
2026-08-17Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Gift
10b5-1 plan
4,077— —20,117 SEC
2026-08-17Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion
10b5-1 plan
17,692— —37,809 SEC
2026-08-17Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
9,133$182.54 $1.7M28,676 SEC
2026-08-17Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Open-market sale
10b5-1 plan
4,482$183.51 $822.5K24,194 SEC
2026-08-11Lin Alfred
Director
Conversion 4,105,236— —4,573,508 SEC
2026-08-11Lin Alfred
Director
Other 541,488— —38,992 SEC
2026-08-11Lin Alfred
Director
Conversion 538,086— —580,480 SEC
2026-08-11Lin Alfred
Director
Other 4,105,236— —468,272 SEC
2026-08-11Lin Alfred
Director
Other 102,746— —620,319 SEC
2026-08-11Blecharczyk Nathan
Director, Chief Strategy Officer, 10% owner
Conversion 400— —20,117 SEC

Showing the 60 most recent of 276 transactions.

Well-known investors holding ABNB (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Harris Associates (Oakmark Funds) COM CL A2026-06-3018,861,551$2.7B3.59%Reduced 2%
AQR Capital Management (Cliff Asness) COM CL A2026-06-3010,624,015$1.5B0.53%Added 33%
Two Sigma Investments COM CL A2026-06-303,550,165$508.0M0.38%Added 3%
Citadel Advisors (Ken Griffin) COM CL A2026-06-302,799,703$400.6M0.23%Reduced 7%
Polen Capital Management COM CL A2026-06-301,649,884$236.1M2.03%Reduced 27%
Renaissance Technologies COM CL A2026-06-301,542,641$220.8M0.3%Reduced 16%
Akre Capital Management COM CL A2026-06-301,183,749$169.4M3.32%Reduced 42%
Gotham Asset Management (Joel Greenblatt) COM CL A2026-06-30936,718$134.0M0.31%Added 51%
Point72 Asset Management (Steve Cohen) COM CL A2026-06-30843,683$106.5M—Sold out
D. E. Shaw & Co. COM CL A2026-06-30708,509$101.4M0.06%Reduced 73%
Millennium Management (Israel Englander) COM CL A2026-06-30285,867$40.9M0.03%Reduced 63%
Markel Group (Tom Gayner) COM CL A2026-06-30242,389$34.7M0.26%No change
Bridgewater Associates COM CL A2026-06-30236,935$33.9M0.14%Added 777%
ARK Investment Management (Cathie Wood) Common Stock2026-06-30148,320$21.2M0.14%Reduced 8%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when ABNB files, watchlists and downloadable comparisons.