Airbnb 10-Q 2025-09-30

Filed 2025-11-06. 8 sections, 183K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to _____

Commission File Number: 001-39778


Airbnb_Belo_RGB_1000px_2025.jpg

Airbnb, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware26-3051428
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)

888 Brannan Street

San Francisco, California 94103

(Address of Principal Executive Offices) (Zip Code)

(415) 728-0108

(Registrant’s Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A common stock, par value $0.0001 per shareABNBThe Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 20, 2025, 425,294,120 shares of the registrant's Class A common stock were outstanding, 181,055,636 shares of the registrant's Class B common stock were outstanding, no shares of the registrant’s Class C common stock were outstanding, and 9,200,000 shares of the registrant’s Class H common stock were outstanding.

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AIRBNB, INC.

Form 10-Q

TABLE OF CONTENTS

Page
Special Note Regarding Forward-Looking Statements1
PART I. FINANCIAL INFORMATION
Item 1.Condensed Consolidated Financial Statements (unaudited)3
Condensed Consolidated Balance Sheets3
Condensed Consolidated Statements of Operations4
Condensed Consolidated Statements of Comprehensive Income5
Condensed Consolidated Statements of Stockholders’ Equity6
Condensed Consolidated Statements of Cash Flows8
Notes to Condensed Consolidated Financial Statements9
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures About Market Risk33
Item 4.Controls and Procedures33
PART II. OTHER INFORMATION
Item 1.Legal Proceedings34
Item 1A.Risk Factors34
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34
Item 3.Defaults Upon Senior Securities34
Item 4.Mine Safety Disclosures34
Item 5.Other Information35
Item 6.Exhibits35
Signatures36

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In some cases, investors can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

  • our global expansion efforts, including our expectations regarding our global markets strategy and future investments in less mature markets;

  • our expansion efforts beyond travel accommodations and our expectations regarding our multi-year product roadmap;

  • our expectations regarding new products and offerings and investments in our platform;

  • our initiatives related to trust and safety on our platform;

  • our expectations regarding our technology platform and our continued technological investments, and expectations regarding improvements to our foundational technology;

  • our expectations regarding our investment in and the impact of our brand marketing, communications, and performance marketing strategy, and our ability to continue to attract guests and hosts to our platform through direct and unpaid channels;

  • our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business, both in the United States and internationally, and our expectations regarding various laws and restrictions that relate to our business;

  • our expectations regarding the sufficiency of our insurance coverage;

  • our expectations regarding the impact of future regulations on our business;

  • our efforts to work with policymakers and governments to update laws and regulations that affect hosts and/or guests and to dispute regulations that unreasonably restrict the right to host;

  • the effects of seasonal trends on our results of operations;

  • our ability to attract and retain hosts and guests;

  • our expectations regarding host activities, host earnings, and our investments in our host community;

  • our expectations regarding guest activities and our investments in our guest community;

  • our expectations regarding our revenue growth rate;

  • our expectations regarding our reliance on third-party payment service providers;

  • our ability to successfully compete in our industry;

  • our ability to maintain, protect, and enhance our intellectual property;

  • our ability to successfully defend litigation brought against us and our expectations around the resolution of pending legal matters;

  • our expectations around declaring or paying cash dividends, entering into credit agreements or other borrowing arrangements, or repaying debt;

  • future activity under our share repurchase program;

  • the effects of our stakeholder approach to decision-making;

  • our expectations regarding the resilience of our model and our ability to adapt to changes in the travel industry or economic environment;

  • anticipated trends, developments, and challenges in our industry and business;

  • the effects of inflation, tariffs, foreign currency fluctuations, and other macroeconomic conditions, global events, and geopolitical conflicts on the travel industry and our future operational results;

  • our expectations regarding our financial performance, including our revenue, expenses, Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization, and Free Cash Flow;

  • our expectations regarding future operating performance, including Nights and Seats Booked, Gross Booking Value (“GBV”), Average Daily Rate, and GBV per Nights and Seats Booked;

  • the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs, and any future efforts to raise additional capital or incur additional indebtedness;

  • the impact of exchange rate changes on our cash balances and our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;

  • our expectations regarding our income tax liabilities, lodging tax obligations, and other non-income tax liabilities, fluctuations in our effective tax rate, and uncertain tax positions;

  • our expectations regarding the adequacy of our reserves and settlement discussions related to tax audits;

  • our expectations regarding the impact of tax law changes;

  • our expectations regarding our valuation allowance against our deferred tax assets, including related to our research and development tax credit generation; and

  • our expectations regarding the impact of new accounting standards on our financial statements.

We caution investors that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. Forward-looking statements should not be relied upon as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors. Risks that contribute to the uncertain nature of the forward-looking statements include, among others, the Company’s ability to retain existing hosts and guests and add new hosts and guests; any decline or disruption in the travel and hospitality industries related to economic downturn; the Company’s ability to compete successfully; changes to the laws and regulations that may limit hosts’

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ability and willingness to provide their listings, and/or result in significant fines, liabilities, and penalties to the Company; the effect of extensive regulation and oversight, litigation, and other proceedings related to the Company’s business in a variety of areas; the effects of pandemics or public health crises on the Company’s business, the travel industry, travel trends, and the global economy generally; the Company’s ability to maintain its brand and reputation, and effectively drive traffic to its platform; the effectiveness of the Company’s strategy and business initiatives, including measures to improve trust and safety; the Company’s operations in international markets; the Company’s indebtedness; the Company’s final closing procedures, final adjustments, and other developments that may arise in the course of audit and review procedures; and changes in political, business, and economic conditions; as well as other risks listed or described from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Moreover, we operate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made available. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and investors should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

This Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q should be read completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q by these cautionary statements.

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Airbnb, Inc.

Condensed Consolidated Balance Sheets

(in millions, except par value)

(unaudited)

December 31, 2024September 30, 2025
Assets
Current assets:
Cash and cash equivalents$6,864$7,528
Short-term investments3,7474,156
Funds receivable and amounts held on behalf of customers5,9317,209
Prepaids and other current assets638645
Total current assets17,18019,538
Deferred income tax assets2,4392,146
Goodwill and intangible assets, net777773
Other assets, noncurrent563607
Total assets$20,959$23,064
Liabilities and Stockholders’ Equity
Current liabilities:
Accrued expenses, accounts payable, and other current liabilities$2,614$3,012
Funds payable and amounts payable to customers5,9317,209
Current portion of long-term debt—1,998
Unearned fees1,6161,820
Total current liabilities10,16114,039
Long-term debt1,995—
Other liabilities, noncurrent391415
Total liabilities12,54714,454
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.0001 par value: Class A - authorized 2,000 shares; 434 and 427 shares issued & outstanding, respectively; Class B - authorized 710 shares; 189 and 181 shares issued & outstanding, respectively; Class C - authorized 2,000 shares; zero shares issued & outstanding, respectively; and Class H - authorized 26 shares; 9 shares issued and zero shares outstanding, respectively——
Additional paid-in capital12,60213,437
Accumulated other comprehensive income (loss)35(79)
Accumulated deficit(4,225)(4,748)
Total stockholders’ equity8,4128,610
Total liabilities and stockholders’ equity$20,959$23,064

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Airbnb, Inc.

Condensed Consolidated Statements of Operations

(in millions, except per share amounts)

(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2024202520242025
Revenue$3,732$4,095$8,622$9,463
Costs and expenses:
Cost of revenue4655491,4511,599
Operations and support3693659921,000
Product development5245871,5181,765
Sales and marketing5146391,6011,893
General and administrative335330937931
Total costs and expenses2,2072,4706,4997,188
Income from operations1,5251,6252,1232,275
Interest income207180635543
Other income (expense), net3(13)(49)(74)
Income before income taxes1,7351,7922,7092,744
Provision for income taxes367418522574
Net income$1,368$1,374$2,187$2,170
Net income per share attributable to Class A and Class B common stockholders:
Basic$2.17$2.25$3.45$3.53
Diluted$2.13$2.21$3.38$3.47
Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders:
Basic631611634616
Diluted642621648626

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Airbnb, Inc.

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2024202520242025
Net income$1,368$1,374$2,187$2,170
Other comprehensive income (loss):
Net unrealized gain on available-for-sale marketable securities, net of tax13489
Net unrealized gain (loss) on cash flow hedges, net of tax(68)46(6)(157)
Foreign currency translation adjustments13(1)—34
Other comprehensive income (loss)(42)492(114)
Comprehensive income$1,326$1,423$2,189$2,056

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Airbnb, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in millions)

(unaudited)

Nine months ended September 30, 2024
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive LossAccumulated DeficitTotal Stockholders’ Equity
SharesAmount
Balances as of December 31, 2023638$—$11,639$(49)$(3,425)$8,165
Net income————264264
Other comprehensive income———40—40
Common stock and stock-based awards issued, net of shares withheld for employee taxes3—(122)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 2024 (“2024 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 2024 Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

We are a community based on connection and belonging—a community that was born in 2007 when two hosts welcomed three guests to their San Francisco home, and has since grown to over 5 million hosts who have welcomed over 2 billion guest arrivals in almost every country and region across the globe. Every day, hosts offer unique stays, experiences, and services that make it possible for guests to connect with communities in a more authentic way.

We have five stakeholders and we have designed our Company with all of them in mind. Along with employees and shareholders, we serve hosts, guests, and the communities in which they live. We intend to make long-term decisions considering all of our stakeholders because their collective success is key for our business to thrive.

Third Quarter Financial Highlights

Revenue for the three months ended September 30, 2025 grew by 10% to $4.1 billion, compared to the same period in the prior year. The increase was primarily due to an increase in the number of check-ins relating to Nights and Seats Booked and a modest increase in Average Daily Rate (“ADR”).

Net income for the three months ended September 30, 2025 increased slightly by $6 million to $1.4 billion, compared to the same period in the prior year. This increase was primarily due to revenue growth, largely offset by an increase in payroll-related expenses, lower interest income due to declining interest rates, and an increase to the income tax provision due to the recording of a valuation allowance against deferred tax assets associated with corporate alternative minimum tax (“CAMT”) credits.

Cash provided by operating activities was $1.4 billion for the three months ended September 30, 2025, compared to $1.1 billion in the same period in the prior year. Free Cash Flow1 was $1.3 billion for the three months ended September 30, 2025, compared to $1.1 billion in the same period in the prior year.

During the three months ended September 30, 2025, we repurchased 6.7 million shares of Class A common stock for $857 million, leaving $6.6 billion available to repurchase under our share repurchase programs.

Macroeconomic and Geopolitical Conditions on our Business

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.

Key Business Metrics and Non-GAAP Financial Measures

We track the following key business metrics and financial measures that are not calculated and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) (“non-GAAP financial measures”) to evaluate our operating performance, identify trends, formulate financial projections, and make strategic decisions. Accordingly, we believe that these key business metrics and non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance, and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their U.S. GAAP results.

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 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.

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.

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Key Business Metrics

We review the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic decisions. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies that may calculate similarly titled metrics in a different way.

The following table summarizes our key business metrics, for each period presented below (in millions, except percentages):

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
Nights and Seats Booked1231349%3814118%
Gross Booking Value$20,085$22,89214%$64,223$70,85510%

Nights and Seats Booked

Nights and Seats Booked is a key measure of the scale of our platform, which in turn drives our financial performance. Nights and Seats 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 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 Seats Booked for our quarter ended March 31. If, in the example, the booking were canceled on May 15, Nights and Seats 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 Seats 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 or service. Substantially all of the bookings on our platform to date have come from nights. We believe Nights and Seats 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.

During the three and nine months ended September 30, 2025, the increase in Nights and Seats Booked, compared to the same periods in the prior year, was driven by growth across all regions, with the strongest growth percentages in Latin America and Asia Pacific, as we continue to focus on international expansion.

Gross Booking Value

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 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 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 Seats Booked.

During the three and nine months ended September 30, 2025, the increase in GBV, compared to the same periods in the prior year, was primarily due to an increase in Nights and Seats Booked. We saw GBV growth across all regions, with the strongest growth percentages in Latin America and Asia Pacific.

Non-GAAP Financial Measures

Our non-GAAP financial measures include Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow 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, 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 Flow and Free Cash Flow Margin have limitations as analytical tools 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 Flow and Free Cash Flow Margin do not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting their usefulness as comparative measures.

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Non-GAAP MeasureDefinitionPurpose of Non-GAAP Measure
Adjusted EBITDA & Adjusted EBITDA MarginAdjusted EBITDA: Net income adjusted for: •provision for income taxes, •other income (expense), net, •interest income, •depreciation and amortization, •stock-based compensation expense, •acquisition-related impacts consisting of gains (losses) recognized on changes in the fair value of contingent consideration arrangements, •lodging taxes for which we may have joint and several liability with hosts for collecting and remitting such taxes, withholding taxes on payments made to hosts and any related settlements, and transactional taxes where there is significant uncertainty as to how the taxes apply to our platform, and •stock-settlement obligations, which represent employer and related taxes related to our Initial Public Offering (“IPO”). Adjusted EBITDA Margin: Adjusted EBITDA divided by revenue.•Enhances comparability on a consistent basis and provides investors with useful insight into the underlying trends of the business. •Used by management to make operating decisions such as evaluating performance, performing strategic planning, and budgeting.
Free Cash Flow & Free Cash Flow MarginFree Cash Flow: Net cash provided by operating activities less purchases of property and equipment. Free Cash Flow Margin: Free Cash Flow divided by revenue.•Indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases of property and equipment, that can be used for strategic initiatives. •Used by management to measure operational performance, to assess our ability to generate cash from ongoing business operations, and to make decisions about capital allocation.
Constant currency revenue growth rateThe change in the current period revenue over the prior comparable period where current period foreign currency revenue is translated using the exchange rates of the comparative period.•Enhances comparability and provides investors with useful insight into the operational changes in revenue. •Used by management for financial and operational decision-making and as a means to evaluate performance by excluding the effects of foreign currency volatility which is not indicative of our core operating results.

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202520242025
Net income$1,368$1,374$2,187$2,170
Net income margin37%34%25%23%
Adjusted EBITDA$1,958$2,051$3,276$3,511
Adjusted EBITDA Margin52%50%38%37%
Net cash provided by operating activities$1,078$1,356$4,052$4,120
Net cash provided by operating activities margin29%33%47%44%
Free Cash Flow$1,074$1,349$4,026$4,092
Free Cash Flow Margin29%33%47%43%

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Adjusted EBITDA Reconciliation

The following is a reconciliation of net income to Adjusted EBITDA (in millions, except percentages):

Three Months Ended September 30,Nine Months Ended September 30,
2024202520242025
Revenue$3,732$4,095$8,622$9,463
Net income$1,368$1,374$2,187$2,170
Adjusted to exclude the following:
Provision for income taxes367418522574
Other (income) expense, net(3)134974
Interest income(207)(180)(635)(543)
Depreciation and amortization15224368
Stock-based compensation expense3623991,0391,181
Acquisition-related impacts(2)15(1)
Lodging taxes, host withholding taxes, and transactional taxes, net58466(7)
Stock-settlement obligations related to IPO———(5)
Adjusted EBITDA$1,958$2,051$3,276$3,511
Adjusted EBITDA Margin52%50%38%37%

The above items are excluded from our Adjusted EBITDA measure because they are non-cash in nature, or because the amount and timing of these items are unpredictable, not driven by core results of operations, and renders comparisons with prior periods and competitors less meaningful.

The increase in Adjusted EBITDA for the three and nine months ended September 30, 2025, compared to the same periods 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 a slight increase in ADR.

Free Cash Flow Reconciliation

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202520242025
Revenue$3,732$4,095$8,622$9,463
Net cash provided by operating activities$1,078$1,356$4,052$4,120
Purchases of property and equipment(4)(7)(26)(28)
Free Cash Flow$1,074$1,349$4,026$4,092
Free Cash Flow Margin29%33%47%43%

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

Constant Currency

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.

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Seasonality

Our business is seasonal, reflecting typical travel behavior patterns over the course of the calendar year. In a typical year, the first, second, and third quarters have higher Nights and Seats Booked than the fourth quarter, as guests plan for travel during the peak travel season, which is in the third quarter for North America and Europe, the Middle East, and Africa.

Our key business metrics, including GBV and Adjusted EBITDA, can also be impacted by the timing of holidays and other events. We experience seasonality in our GBV that is generally consistent with the seasonality of Nights and Seats Booked. Revenue and Adjusted EBITDA have historically been, and are expected to continue to be, highest in the third quarter when we have the most check-ins, which is the point at which we recognize revenue. Seasonal trends in our GBV impact Free Cash Flow for any given quarter. A significant portion of our costs are relatively fixed across quarters or vary in line with the volume of transactions, and we historically achieve our highest GBV in the first and second quarters of the year with comparatively lower check-ins. As a result, increases in unearned fees typically make our Free Cash Flow and Free Cash Flow Margin the highest in the first two quarters of the year. We typically see a slight decline in GBV and a peak in check-ins in the third quarter, which results in a decrease in unearned fees, a lower sequential decrease in Free Cash Flow, and a greater decline in GBV in the fourth quarter, where Free Cash Flow is typically lower.

Results of Operations

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

Three Months Ended September 30,
2024% of Revenue2025% of Revenue% Change
Revenue$3,732100%$4,095100%10%
Costs and expenses:
Cost of revenue465125491318
Operations and support(1)369103659(1)
Product development(1)524145871412
Sales and marketing(1)514146391624
General and administrative(1)33593308(1)
Total costs and expenses2,207592,4706012
Income from operations1,525411,625407
Interest income20761804(13)
Other income (expense), net3—(13)—(533)
Income before income taxes1,735471,792443
Provision for income taxes367104181014
Net income$1,36837%$1,37434%—%

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

Three Months Ended September 30,
2024% of Total2025% of Total% Change
Operations and support$226%$226%—%
Product development230632546310
Sales and marketing4312541426
General and administrative671969173
Stock-based compensation expense$362100%$399100%10%

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

Nine Months Ended September 30,
2024% of Revenue2025% of Revenue% Change
Revenue$8,622100%$9,463100%10%
Costs and expenses:
Cost of revenue1,451161,5991610
Operations and support(1)992121,000111
Product development(1)1,518181,7651916
Sales and marketing(1)1,601191,8932018
General and administrative(1)9371193110(1)
Total costs and expenses6,499767,1887611
Income from operations2,123242,275247
Interest income63575436(14)
Other income (expense), net(49)—(74)(1)(51)
Income before income taxes2,709312,744291
Provision for income taxes5226574610
Net income$2,18725%$2,17023%(1)%

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

Nine Months Ended September 30,
2024% of Total2025% of Total% Change
Operations and support$656%$666%2%
Product development654637636417
Sales and marketing124121501321
General and administrative19619202173
Stock-based compensation expense$1,039100%$1,181100%14%

Comparison of the Three and Nine Months Ended September 30, 2025 with the Same Periods in 2024

Revenue

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
Revenue$3,732$4,09510%$8,622$9,46310%

Three Months Ended September 30, 2025 Compared with the Same Period in 2024

Revenue increased $363 million, or 10%, primarily due to an increase in the number of check-ins relating to Nights and Seats Booked and a modest increase in ADR. On a constant-currency basis, revenue increased 10% compared to the same period in the prior year.

Nine Months Ended September 30, 2025 Compared with the Same Period in 2024

Revenue increased $841 million, or 10%, primarily due to an increase in the number of check-ins relating to Nights and Seats Booked. On a constant-currency basis, revenue increased 10% compared to the same period in the prior year.

Cost of Revenue

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
Cost of revenue$465$54918%$1,451$1,59910%
Percentage of revenue12%13%16%16%

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Three Months Ended September 30, 2025 Compared with the Same Period in 2024

Cost of revenue increased $84 million, or 18%, primarily due to a $78 million increase in merchant fees, largely due to higher pay-in volumes and a decrease in incentives from card-processor credits in the prior year, and a $7 million increase in amortization costs related to capitalized internal-use software projects.

Nine Months Ended September 30, 2025 Compared with the Same Period in 2024

Cost of revenue increased $148 million, or 10%, primarily due to a $130 million increase in merchant fees, largely due to higher pay-in volumes, a $26 million increase in amortization costs related to capitalized internal-use software projects, and a $24 million increase in data hosting services. These increases were partially offset by a reduction in chargebacks of $26 million and a reduction in other service costs of $11 million, which includes authentication, translation, and SMS services.

Operations and Support

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
Operations and support$369$365(1)%$992$1,0001%
Percentage of revenue10%9%12%11%

Three Months Ended September 30, 2025 Compared with the Same Period in 2024

Operations and support expense decreased $4 million, or 1%, primarily due to a $17 million decrease in customer relations costs resulting from lower refunds and credits related to customer satisfaction, partially offset by an increase in payroll-related expenses of $7 million, an increase in insurance costs of $3 million, due to higher premiums as a result of higher nights booked, and a $3 million increase in expensed software and equipment.

Nine Months Ended September 30, 2025 Compared with the Same Period in 2024

Operations and support expense increased $8 million, or 1%, primarily due to a $21 million increase in payroll-related expenses, an increase in insurance costs of $15 million, due to higher premiums as a result of higher nights booked, an $8 million increase in allocated costs for facilities and information technology, and an increase in expensed software and equipment of $7 million. These increases were partially offset by a decrease in third-party customer service costs of $25 million, due to ongoing partner site optimization, and a $21 million decrease in customer relations costs resulting from lower refunds and credits related to customer satisfaction.

Product Development

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
Product development$524$58712%$1,518$1,76516%
Percentage of revenue14%14%18%19%

Three and Nine Months Ended September 30, 2025 with the Same Periods in 2024

Product development expense increased $63 million, or 12%, and $247 million, or 16%, primarily due to a $64 million and $231 million increase in payroll-related expenses for the three and nine months ended September 30, 2025, respectively, driven by an increase in average headcount.

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Sales and Marketing

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
Brand and performance marketing$332$38014%$1,086$1,20411%
Field operations and policy18225942%51568934%
Total sales and marketing$514$63924%$1,601$1,89318%
Percentage of revenue14%16%19%20%

Three Months Ended September 30, 2025 Compared with the Same Period in 2024

Sales and marketing expense increased $125 million, or 24%, primarily due to a $45 million increase in marketing activities, a $32 million increase in payroll-related expenses, and a $31 million increase in third-party service provider expenses related to our product launch and other initiatives.

Nine Months Ended September 30, 2025 Compared with the Same Period in 2024

Sales and marketing expense increased $292 million, or 18%, primarily due to a $98 million increase in marketing activities, an $80 million increase in third-party service provider expenses, primarily related to our product launch, and a $78 million increase in payroll-related expenses.

General and Administrative

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
General and administrative$335$330(1)%$937$931(1)%
Percentage of revenue9%8%11%10%

Three Months Ended September 30, 2025 Compared with the Same Period in 2024

General and administrative expense decreased $5 million, or 1%, primarily due to a $34 million decrease in non-income taxes, mainly reflecting a one-time charge related to digital services taxes (“DST”) for France in the prior year. This was partially offset by an increase in payroll related expenses of $15 million and a $13 million increase in non-income tax-related fees and penalties.

Nine Months Ended September 30, 2025 Compared with the Same Period in 2024

General and administrative expense decreased $6 million, or 1%, primarily due to a $65 million decrease in non-income taxes, mainly reflecting one-time adjustments applied to DST for France and Canada in the prior year. This was partially offset by an increase in payroll-related expenses of $31 million and an increase in professional service fees of $28 million.

Interest Income

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
Interest income$207$180(13)%$635$543(14)%

Three and Nine Months Ended September 30, 2025 with the Same Periods in 2024

Interest income decreased by $27 million, or 13%, and $92 million, or 14%, for the three and nine months ended September 30, 2025, respectively, due to lower interest rates, partially offset by higher cash and investment balances.

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Other Income (Expense), Net

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
Other income (expense), net$3$(13)(533)%$(49)$(74)51%

Three Months Ended September 30, 2025 Compared with the Same Period in 2024

Other income (expense), net decreased $16 million, or 533%, primarily due to net foreign exchange losses of $19 million.

Nine Months Ended September 30, 2025 Compared with the Same Period in 2024

Other income (expense), net increased $25 million, or 51%, primarily due to net foreign exchange losses of $39 million, partially offset by lower impairment charges on investments in privately-held companies compared to the prior year and a gain on investment in the current year.

Provision for Income Taxes

Three Months Ended September 30,Nine Months Ended September 30,
20242025% Change20242025% Change
(in millions, except percentages)
Provision for income taxes$367$41814%$522$57410%
Effective tax rate21%23%19%21%

Three Months Ended September 30, 2025 Compared with the Same Period in 2024

The provision for income taxes increased by $51 million, or 14%, due to the recognition of a $213 million valuation allowance against deferred tax assets related to CAMT credits, partially offset by reduced taxes accrued driven by a larger foreign derived intangible income benefit and the release of a $60 million uncertain tax position relating to prior years. See Note 10, Income Taxes, to our unaudited condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q for additional information.

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 during the quarter, management concluded it is no longer more-likely-than-not that we are able to utilize our historic CAMT credits. 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 regular deferred tax assets. 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.

Nine Months Ended September 30, 2025 Compared with the Same Period in 2024

The provision for income taxes increased by $52 million, or 10%, due to the recognition of a $213 million valuation allowance against deferred tax assets related to CAMT credits, partially offset by reduced taxes accrued driven by a larger foreign derived intangible income benefit and the release of a $60 million uncertain tax position relating to prior years.

Liquidity and Capital Resources

Sources and Conditions of Liquidity

As of September 30, 2025, our principal sources of liquidity were cash, cash equivalents, and short-term investments totaling $11.7 billion. As of September 30, 2025, cash and cash equivalents totaled $7.5 billion, which included $2.5 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 September 30, 2025, short-term investments totaled $4.2 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 short-term investments do not include funds of $7.2 billion as of September 30, 2025, 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.

Our cash and cash equivalents are generally held at large global systemically important banks (“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 the U.S. may be repatriated, subject to certain limitations, and would be available to

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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 U. S. are sufficient to fund our working capital needs.

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 September 30, 2025, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $25 million. See Note 7, Debt, to our unaudited condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q for additional information.

Material Cash Requirements

As of September 30, 2025, we had outstanding $2.0 billion in aggregate principal amount of indebtedness of our 0% convertible senior notes due in March 2026. In March 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 Calls.

In June 2025, we signed a new enterprise agreement with a web-hosting service company for cloud hosting and related services to spend or incur an aggregate of at least $1.9 billion, which extends through 2031. Additionally, we signed a sponsorship agreement to spend or incur an aggregate of at least $55 million through 2027. See Note 9 Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q for further information regarding these commitments.

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. 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. During the three and nine months ended September 30, 2025, we repurchased 6.7 million and 20.9 million shares of Class A common stock for $857 million and $2.7 billion, respectively, through our share repurchase programs. As of September 30, 2025, we had $6.6 billion available to repurchase shares of Class A common stock under our share repurchase programs.

Cash Flows

The following table summarizes our cash flows (in millions):

Nine Months Ended September 30,
20242025
Net cash provided by operating activities$4,052$4,120
Net cash used in investing activities(396)(448)
Net cash used in financing activities(2,242)(2,377)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash117658
Net increase in cash, cash equivalents, and restricted cash$1,531$1,953

Net cash provided by operating activities for the nine months ended September 30, 2025 was $4.1 billion, which was primarily due to net income of $2.2 billion, and $233 million provided by net working capital items, including unearned fees, resulting from growth in bookings. Additionally, we had adjustments for non-cash charges primarily consisting of $1.2 billion of stock-based compensation expense.

Net cash used in investing activities for the nine months ended September 30, 2025 was $448 million, which was primarily due to purchases of short-term investments, partially offset by proceeds resulting from sales and maturities of short-term investments.

Net cash used in financing activities for the nine months ended September 30, 2025 was $2.4 billion, primarily due to share repurchases of $2.7 billion and taxes paid related to net share settlement of equity awards of $431 million, partially offset by an increase in funds payable and amounts payable to customers of $670 million.

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 nine months ended September 30, 2025, we recorded an increase of $658 million in cash, cash equivalents, and restricted cash, primarily due to the weakening 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.

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, which include the repayment of our 0% convertible senior notes due in March 2026. 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

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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 to 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 would 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 about Market Risk" of Part 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. See Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report for a discussion of the assumptions and judgments involved in our critical accounting estimates. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk during the three and nine months ended September 30, 2025. For additional information, see Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our 2024 Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q, to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights. See Note 9, Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q.

Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect our business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition.

Item 1A. Risk Factors

There have been no material changes from the risk factors set forth in Part I, Item IA of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). 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 2024 Annual Report, together with all of the other information in the 2024 Annual Report 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth information relating to repurchases of our equity securities during the three months ended September 30, 2025 (in millions, except per share amounts):

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2)(3)
July 1 - 312$138.022$7,246
August 1 - 312$125.962$6,941
September 1 - 303$124.183$6,646
Total7$128.707

(1)Includes broker commissions.

(2)On February 13, 2024, we announced that our board of directors approved a share repurchase program with authorization to purchase up to $6.0 billion of our Class A common stock at management’s discretion. The share repurchase program does not have an expiration date, does not obligate us to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time at our discretion.

(3)On August 6, 2025, we announced that our board of directors approved a share repurchase program with authorization to purchase up to an additional $6.0 billion of our Class A common stock at management’s discretion. The share repurchase program does not have an expiration date, does not obligate us to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time at our discretion.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Director and Officer 10b5-1 Trading Plans (“10b5-1 Plans”)

The following table sets forth the material terms of 10b5-1 Plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) that were adopted, terminated, or modified by our directors and officers during the three months ended September 30, 2025:

Name and Title of Director or OfficerActionDateExpiration DateMaximum Number of Shares to be Sold Under the Plan
Aristotle Balogh, Chief Technology OfficerAdopt8/27/20252/23/2026181,498
Nathan Blecharczyk, Chief Strategy Officer and DirectorAdopt8/28/202511/20/20262,224,176
Kenneth Chenault, DirectorAdopt8/29/20258/31/202616,692
Brian Chesky, Chief Executive Officer and DirectorAdopt8/25/20255/22/2026690,000
Joseph Gebbia, DirectorAdopt8/29/20255/29/20261,752,860

There were no “non-Rule 10b5-1 trading arrangements,” as defined in Item 408(c) of Regulation S-K, adopted, terminated, or modified by our directors or officers during the three months ended September 30, 2025.

Item 6. Exhibits

The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated herein by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated herein (numbered in accordance with Item 601 of Regulation S-K).

Exhibit Index

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberDateNumberFiled Herewith
3.1Restated Certificate of Incorporation of the Registrant8-K001-397786/7/20243.1
3.2Amended and Restated Bylaws of the Registrant8-K001-3977812/14/20203.2
31.1Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1*Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101The following unaudited condensed financial statements from the Company’s 10-Q, formatted as Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations (iii), Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial StatementsX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)X

*The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Airbnb, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AIRBNB, INC.
By:/s/ BRIAN CHESKY
Date: November 6, 2025Brian Chesky Chief Executive Officer (Principal Executive Officer)
By:/s/ ELINOR MERTZ
Date: November 6, 2025Elinor Mertz Chief Financial Officer (Principal Financial Officer)