Blecharczyk Nathan 4

4 · Airbnb, Inc. · Filed May 21, 2026

AI-generated summary of this filing

Updated May 21, 2026

Airbnb (ABNB) 10% Owner Nathan Blecharczyk Sells Shares

What Happened

Nathan Blecharczyk (10% owner) reported share dispositions tied to conversion and tax withholding and an open‑market sale. On 2026-05-19 he surrendered 4,084.139 shares to cover a tax liability at $134.40 per share ($548,908). He also reported conversions of Class B to Class A stock (two 450‑share conversion entries). On 2026-05-20 he sold 2,739 shares in the open market at $131.40 per share ($359,905). Cash proceeds from the two cash transactions total about $908,813.
These transactions are sales/settlements (not new purchases); the tax‑withholding and conversions are routine steps when convertible/derivative shares are converted or vest.

Key Details

Dates & prices:
- 2026-05-19: 4,084.139 shares surrendered for tax withholding at $134.40 (proceeds/covering tax ≈ $548,908).
- 2026-05-19: conversion(s) of Class B to Class A reported (two 450‑share entries).
- 2026-05-20: 2,739 shares sold open market at $131.40 (proceeds ≈ $359,905).
Total cash proceeds from the explicit cash sales ≈ $908,813.
Shares owned after these transactions: not provided in the summary above (check the full Form 4 for post‑transaction holdings).
Footnotes: Class B common stock is convertible one‑for‑one into Class A (footnote); the sales were effected under a Rule 10b5‑1 trading plan adopted Aug 28, 2025. The 4,084.139‑share disposition is labeled as tax withholding (code F).
Filing timeliness: Form 4 filed 2026-05-21 for transactions on 2026-05-19 and 05-20 (appears timely within the 2‑business‑day filing requirement).

Context

As a 10% owner, Blecharczyk’s transactions reflect holder activity rather than necessarily routine executive compensation trades—still, transactions under a 10b5‑1 plan are pre‑arranged and not an ad‑hoc market signal.
The tax‑withholding share surrender is functionally similar to a cashless exercise/settlement to cover taxes and doesn’t necessarily reflect a discretionary market sale. The open‑market sale on 5/20 generated cash proceeds and is the more direct liquidity event.
For full details (post‑transaction holdings, exact nature of the conversion entries), consult the complete Form 4 (Accession No. 0001193125-26-234881).

Form 4

Period: 2026-05-19

DirectorChief Strategy Officer10% Owner

Transactions

Tax Payment
Class A Common Stock
2026-05-19$134.40/sh−4,084.139$548,908→ 84,370.093 total
Conversion
Class A Common Stock
[F1]
2026-05-19+450→ 12,370 total(indirect: By Trust)
Sale
Class A Common Stock
[F2]
2026-05-20$131.40/sh−2,739$359,905→ 81,631.093 total
Conversion
Class B Common Stock
[F1]
2026-05-19−450→ 45,957,019 total(indirect: By Trust)
→ Class A Common Stock (450 underlying)

Footnotes (2)

[F1]The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent, voting as a separate series or (c) the 20-year anniversary of the closing of the Issuer's initial public offering.
[F2]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2025.

Signature

/s/ Brian Savage, Attorney-in-fact|2026-05-21

1 file