10-K – 2026-02-12 – abnb-20251231.htm

Year Ended December 31,
2023 2024 2025
North America $ 4,638   $ 5,006   $ 5,196  
Europe, the Middle East, and Africa
3,615   4,135   4,729  
Latin America 824   969   1,160  
Asia Pacific 840   992   1,156  
Total revenue disaggregated by geographic region $ 9,917   $ 11,102   $ 12,241  

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Notes to Consolidated Financial Statements

Note 4. Investments

The following tables summarize the Company’s investments by major security type (in millions):

December 31, 2024
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Total
Estimated
Fair Value
Short-term investments
Debt securities:
Corporate debt securities $ 2,176   $ 4   $ ( 3 ) $ 2,177  
Mortgage-backed and asset-backed securities
381   1   ( 4 ) 378  
Government bonds 224   —   —   224  
Commercial paper 214   —   —   214  
Certificates of deposit 52   —   —   52  
Total debt securities 3,047   5   ( 7 ) 3,045  
Time deposits 702   —  —  702  

Total short-term investments
$ 3,749   $ 5   $ ( 7 ) $ 3,747  

December 31, 2025
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Total
Estimated
Fair Value
Short-term investments
Debt securities:
Corporate debt securities
$ 2,277   $ 11   $ —   $ 2,288  
Mortgage-backed and asset-backed securities
441   2   ( 2 ) 441  
Government bonds
262   —   —   262  
Commercial paper
182   —   —   182  
Certificates of deposit
149   —   —   149  
Total debt securities 3,311   13   ( 2 ) 3,322  
Time deposits 1,132   —  —  1,132  

Total short-term investments $ 4,443   $ 13   $ ( 2 ) $ 4,454  

Long-term investments were immaterial as of December 31, 2024 and 2025.

As of December 31, 2024 and 2025, the Company did no t have any available-for-sale debt securities for which the Company recorded credit-related losses.

Unrealized gains and losses, net of tax before reclassifications from AOCI to other expense, net were immaterial in 2023 , 2024, and 2025. Realized gains and losses reclassified from AOCI to other expense, net were immaterial in 2023 , 2024, and 2025.

Debt securities in an unrealized loss position had an estimated fair value of $ 1.1 billion and $ 161 million as of December 31, 2024 and 2025, respectively. A total of $ 269 million and $ 36 million of these securities were in a continuous unrealized loss position for more than twelve months as of December 31, 2024 and 2025, respectively. Unrealized losses were immaterial as of December 31, 2024 and 2025.

The following table summarizes the contractual maturities of the Company’s available-for-sale debt securities (in millions):

December 31, 2025
Amortized
Cost Estimated
Fair Value
Due within one year $ 1,523   $ 1,527  
Due after one year through five years 1,702   1,702  
Due after five years 99   97  
Total $ 3,324   $ 3,326  

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Notes to Consolidated Financial Statements

Investments Accounted for Under the Equity Method

As of both December 31, 2024 and 2025, the carrying values of the Company’s equity method investments were $ 47 million. In 2023, 2024, and 2025, the Company recorded immaterial losses within other expense, net on the consolidated statements of operations, representing its proportionate share of net income or loss based on the investee’s financial results. There were no impairment charges in 2023 and 2024. The Company recorded an immaterial impairment charge in 2025.

Equity Investments Without Readily Determinable Fair Values

The Company holds equity investments in privately-held companies where fair values are not readily determinable and in which it lacks a controlling interest or significant influence. These investments had a net carrying value of $ 38 million and $ 11 million as of December 31, 2024 and 2025, respectively, and are classified within other assets, noncurrent on the consolidated balance sheets.

The Company recorded an impairment charge of $ 45 million and $ 30 million in 2024 and 2025, respectively, and did not have any impairment charges or downward adjustments for observable price changes in 2023.

The Company recorded immaterial upward adjustments in 2023 and 2025, and did not have any upward adjustments for observable price changes in 2024.

As of December 31, 2025, the cumulative impairment and downward adjustments for observable price changes were $ 108 million.
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Notes to Consolidated Financial Statements

Note 5. Fair Value Measurements and Financial Instruments

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis (in millions):

December 31, 2024
Level 1 Level 2 Level 3 Total
Assets
Cash and cash equivalents:
Money market funds $ 1,635   $ —   $ —   $ 1,635  
Commercial paper —   152   —   152  
Government bonds —   33   —   33  
Corporate debt securities —   2   —   2  

Total cash and cash equivalents at fair value 1,635   187   —   1,822  
Short-term investments:
Corporate debt securities —   2,177   —   2,177  
Mortgage-backed and asset-backed securities —   378   —   378  
Government bonds —   224   —   224  
Commercial paper —   214   —   214  
Certificates of deposit —   52   —   52  

Total short-term investments at fair value —   3,045   —   3,045  
Funds receivable and amounts held on behalf of customers:
Money market funds 1,340   —   —   1,340  
Prepaids and other current assets:
Foreign exchange derivative assets —   114   —   114  
Other assets, noncurrent:
Foreign exchange derivative assets
—   6   —   6  

Total assets at fair value $ 2,975   $ 3,352   $ —   $ 6,327  
Liabilities
Accrued expenses, accounts payable, and other current liabilities:
Foreign exchange derivative liabilities $ —   $ 20   $ —   $ 20  

December 31, 2025
Level 1 Level 2 Level 3 Total
Assets
Cash and cash equivalents:
Money market funds $ 901   $ —   $ —   $ 901  

Commercial paper —   98   —   98  
Government bonds —   57   —   57  
Corporate debt securities —   7   —   7  
Total cash and cash equivalents at fair value 901   162   —   1,063  
Short-term investments:
Corporate debt securities —   2,288   —   2,288  
Mortgage-backed and asset-backed securities —   441   —   441  
Government bonds —   262   —   262  
Commercial paper —   182   —   182  
Certificates of deposit —   149   —   149  

Total short-term investments at fair value —   3,322   —   3,322  
Funds receivable and amounts held on behalf of customers:
Money market funds 2,164   —   —   2,164  

Prepaids and other current assets:
Foreign exchange derivative assets —   20   —   20  

Total assets at fair value $ 3,065   $ 3,504   $ —   $ 6,569  
Liabilities
Accrued expenses, accounts payable, and other current liabilities:
Foreign exchange derivative liabilities $ —   $ 68   $ —   $ 68  

Long-term investments were immaterial as of December 31, 2024 and 2025.

There were no transfers of financial instruments into or out of Level 3 in 2024 and 2025.

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Notes to Consolidated Financial Statements

There were no material changes in unrealized losses included in other comprehensive income (loss) relating to investments measured at fair value for which the Company has utilized Level 3 inputs to determine fair value in 2023, 2024, and 2025.

Note 6. Derivative Instruments and Hedging

The Company has a portion of its business denominated and transacted in foreign currencies, which subjects the Company to foreign exchange risk, and uses derivative instruments to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes.

The Company may elect to designate certain derivatives to partially offset its business exposure to foreign exchange risk. However, the Company may choose not to hedge certain exposures for a variety of reasons including instances where the cost of hedging is determined to outweigh the potential benefit of mitigating the exposure. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign exchange rates.

Foreign Exchange Risk

To protect revenue from fluctuations in foreign currency exchange rates, the Company may enter into forward contracts, option contracts, or other instruments, and may designate these instruments as cash flow hedges. In the first quarter of 2023, the Company initiated a foreign exchange cash flow hedging program to minimize the effects of foreign currency fluctuations on future revenue. The Company generally hedges portions of its forecasted foreign currency exposure associated with revenue, typically for up to 18 months.

The Company may also enter into derivative instruments that are not designated as accounting hedges to offset a portion of the foreign currency exchange gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies.

The following table summarizes the effect of derivative instruments on the Company’s consolidated balance sheets (in millions):

Derivative Assets (1)(2)

Fair value as of December 31,
Location
2024 2025
Derivatives designated as hedging instruments:
Foreign exchange contracts (current) Prepaids and other current assets $ 90   $ 4  

Derivatives not designated as hedging instruments:
Foreign exchange contracts (current) Prepaids and other current assets $ 23   $ 16  

Derivative Liabilities (1)(2)

Fair value as of December 31,
Location
2024 2025
Derivatives designated as hedging instruments:
Foreign exchange contracts (current) Accrued expenses, accounts payable, and other current liabilities
$ —   $ 61  

Derivatives not designated as hedging instruments:
Foreign exchange contracts (current) Accrued expenses, accounts payable, and other current liabilities
$ 20   $ 7  

(1) Derivative assets and derivatives liabilities are measured using Level 2 inputs.
(2) The noncurrent derivative assets and liabilities were immaterial.

To limit credit risk, the Company generally enters into master netting arrangements with the respective counterparties to the Company’s derivative contracts, under which the Company is allowed to settle transactions with a single net amount payable by one party to the other. As of December 31, 2025, the potential effect of these rights of offset associated with the Company’s derivative contracts would be a reduction to both derivative assets and liabilities of $ 18 million, resulting in net derivative assets of $ 2 million and net derivative liabilities of $ 52 million.

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Notes to Consolidated Financial Statements

Effect of Derivative Instruments Designated as Hedging Instruments on AOCI

The following table summarizes the activity of derivative instruments designated as cash flow hedges before reclassifications from AOCI to revenue and the impact of these derivative contracts on AOCI, net of tax (in millions):

Year Ended December 31,

2023 2024 2025
Derivatives designated as cash flow hedges:
Foreign exchange contracts (1)
$ ( 30 ) $ 125   $ ( 203 )

(1) Gain (loss) recognized in other comprehensive income (loss).

Realized gains (losses) on derivative instruments designated as hedging instruments reclassified from AOCI to revenue in the consolidated statements of operations were immaterial in 2023 and 2024, and $( 64 ) million in 2025.

As of December 31, 2024 and 2025, cumulative unrealized gains (losses) recorded in AOCI, net of tax, related to derivative instruments designated as hedging instruments were $ 80  million and $( 59 ) million, respectively.

Derivative Instruments Not Designated as Hedging Instruments

The following table presents the activity of derivative instruments not designated as hedging instruments on the consolidated statements of operations (in millions):

Realized Gain (Loss) on Derivatives Unrealized Gain (Loss) on Derivatives
Year Ended December 31, Year Ended December 31,
2023 2024 2025 2023 2024 2025
Derivatives not designated as hedging instruments:
Foreign exchange contracts $ ( 43 ) $ ( 59 ) $ 44   $ 10   $ 11   $ 6  

The total notional amount of outstanding derivatives not designated as hedging instruments was $ 2.1 billion and $ 2.7 billion as of December 31, 2024 and 2025, respectively.

Cash Flow Hedges

The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was $ 2.5 billion and $ 3.1 billion as of December 31, 2024 and 2025, respectively.

As of December 31, 2025, approximately $ 63 million of deferred net losses on both outstanding and matured derivatives in AOCI are expected to be reclassified to revenue during the next 12 months concurrent with the underlying hedged transactions, which will be recorded in revenue. Actual amounts ultimately reclassified to revenue are dependent on the exchange rates in effect when derivative contracts currently outstanding mature.

Note 7. Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill in 2024 and 2025 were as follows (in millions):

Amount
Balance as of December 31, 2023 $ 752  

Foreign currency translation adjustments ( 2 )
Balance as of December 31, 2024 750  

Foreign currency translation adjustments 4  
Balance as of December 31, 2025 $ 754  

Intangible Assets

As of December 31, 2024 and 2025, intangible assets, net were $ 27 million and $ 16  million, respectively, net of accumulated amortization of $ 67  million and $ 78  million, respectively. The estimated future amortization expense of $ 16 million will be amortized through 2029. Amortization expense related to intangible assets was immaterial in 2023, 2024, and 2025.
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Notes to Consolidated Financial Statements

Note 8. Property and Equipment, Net

Property and equipment, net, consisted of the following (in millions):

December 31,
2024 2025
Computer software and capitalized internal-use software
$ 122   $ 147  
Leasehold improvements
110   114  

Other (1)
56   49  

Total property and equipment, gross 288   310  
Less: Accumulated depreciation and amortization ( 141 ) ( 203 )
Total property and equipment, net $ 147   $ 107  

(1) Other includes building and land, computer equipment, construction in process, and office furniture and equipment.

Depreciation expense related to property and equipment in 2023, 2024, and 2025 was $ 18  million, $ 16  million, and $ 17  million , respectively. In 2023, 2024, and 2025, amortization of capitalized internal-use software costs was $ 13 million, $ 34 million, and $ 61 million , respectively.

The net carrying value of capitalized internal-use software as of December 31, 2024 and 2025 was $ 69  million and $ 33  million , respectively.

Note 9. Leases

The Company’s material operating leases consist of office space. The Company’s leases generally have remaining terms of one to 13 years, some of which include one or more options to extend the leases up to 10 years. Additionally, some lease contracts include termination options. Generally, the lease term is the minimum of the non-cancelable period of the lease or the lease term inclusive of reasonably certain renewal periods.

The components of lease cost, excluding the immaterial impact from sublease income, were as follows (in millions):

Year Ended December 31,
2023 2024 2025
Operating lease cost
$ 58   $ 53   $ 47  
Short-term lease cost
6   4   4  

Variable lease cost
16   17   19  

Lease cost, net
$ 80   $ 74   $ 70  

Lease costs are classified within operations and support, product development, sales and marketing, and general and administrative expenses on the consolidated statements of operations.

Weighted-average lease term and discount rate were as follows:

December 31,
2024 2025
Weighted-average remaining lease term (years) 7.2 6.9
Weighted-average discount rate 7.3   % 7.4   %

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Notes to Consolidated Financial Statements

Maturities of lease liabilities (excluding short-term leases) were as follows as of December 31, 2025 (in millions):

Year Ending December 31, Amount (1)

2026 $ 86  
2027 9  
2028 38  
2029 50  
2030 44  
Thereafter 139  
Total lease payments 366  
Less: Imputed interest ( 94 )
Present value of lease liabilities 272  
Less: Current portion of lease liabilities ( 68 )
Total long-term lease liabilities $ 204  

(1) Amounts are net of tenant improvement allowances.

Note 10 . Debt

Convertible Senior Notes

On March 8, 2021, the Company issued $ 2.0  billion aggregate principal amount of 0 % convertible senior unsecured notes due March 15, 2026 (the "2026 Notes"), unless earlier converted, redeemed, or repurchased, pursuant to an indenture, dated March 8, 2021 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee. The 2026 Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and do not bear interest.

As of both December 31, 2024 and 2025, total outstanding debt, net of unamortized debt discount and debt issuance costs, was $ 2.0  billion and the effective interest rate was 0.2 %. Debt issuance costs related to the 2026 Notes totaled $ 21  million and were comprised of commissions payable to the initial purchasers and third-party offering. These costs are amortized to interest expense using the effective interest method over the contractual term. In 2023, 2024, and 2025, interest expense was immaterial.

The initial conversion rate for the 2026 Notes is 3.4645 shares of the Company's Class A common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $ 288.64 per share of the Class A common stock. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture.

The 2026 Notes were convertible at the option of the holders before December 15, 2025 only upon the occurrence of certain events, and from and after December 15, 2025, at any time at their election until the close of business on the second scheduled trading day immediately preceding March 15, 2026, only under certain circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally, in the event of a corporate event constituting a fundamental change (as defined in the Indenture), holders of the 2026 Notes may require the Company to repurchase all or a portion of their 2026 Notes at a repurchase price equal to 100 % of the principal amount of the Notes being repurchased, plus accrued and unpaid special interest or additional interest, if any, to, but excluding, the date of the fundamental change repurchase.

As of December 31, 2025, the if-converted value of the 2026 Notes did not exceed the outstanding principal amount.

As of December 31, 2025 the total estimated fair value of the 2026 Notes was $ 2.0 billion and was determined based on a market approach using actual bids and offers of the 2026 Notes in an over-the-counter market on the last trading day of the period, or Level 2 inputs.

Capped Calls

On March 3, 2021, in connection with the pricing of the 2026 Notes, the Company 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 $ 100 million. The Capped Calls cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2026 Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the 2026 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes, its common stock price exceeds the conversion price of the 2026 Notes. 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.

The Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period, and are included as a reduction to additional paid-in-capital within stockholders’ equity.
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Notes to Consolidated Financial Statements

2022 Credit Facility

In October 2022, the Company terminated its then existing credit facility and entered into a five-year unsecured Revolving Credit Agreement, which provides for initial commitments by a group of lenders led by Morgan Stanley Senior Funding, Inc. of $ 1.0 billion (“2022 Credit Facility”). The 2022 Credit Facility provides a $ 200 million sub-limit for the issuance of letters of credit. The 2022 Credit Facility has a commitment fee based on ratings and leverage ratios with amounts that range from 0.10 % to 0.20 % per annum on any undrawn amounts, payable quarterly in arrears. Interest on borrowings is based on ratings and leverage ratios with amounts that range from (i) in the case of the Secured Overnight Financing Rate (“SOFR”) borrowings, 1.0 % to 1.5 %, plus SOFR, subject to a floor of 0.0 %, or (ii) in the case of base rate borrowings, 0.0 % to 0.5 %; plus the greatest of (a) the rate of interest in effect for such day by Morgan Stanley Senior Funding, Inc. as its “prime rate”; (b) the federal funds effective rate plus 0.5 %; and (c) SOFR for a one-month period plus 1.0 %. Outstanding balances may be repaid prior to maturity without penalty. The 2022 Credit Facility contains customary events of default, affirmative and negative covenants, including restrictions on the Company’s and certain of its subsidiaries’ ability to incur debt and liens, undergo fundamental changes, as well as certain financial covenants. The Company was in compliance with all financial covenants as of December 31, 2025. As of December 31, 2025, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $ 20 million.

Note 11. Stockholders’ Equity

Common Stock

The Company’s restated certificate of incorporation authorizes the Company to issue 2.0 billion shares of Class A common stock and 710.0 million shares of Class B common stock. Both classes of common stock have a par value of $ 0.0001 per share. Class A common stock is entitled to one vote per share and Class B common stock is entitled to 20 votes per share. One share of Class B common stock is convertible into one share of Class A common stock voluntarily at any time by the holder, and will convert automatically into one share of Class A common stock upon the earlier of (a) 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, and (b) the 20 -year anniversary of the closing of the IPO. In addition, with certain exceptions as further described in the Company's restated certificate of incorporation, transfers of one share of Class B common stock will result in the conversion of such share of Class B common stock into one share of Class A common stock.

Under the Company’s restated certificate of incorporation, the Company is also authorized to issue 2.0 billion shares of Class C common stock and 26.0 million shares of Class H common stock. Each share of Class C common stock is entitled to no votes and will not be convertible into any other shares of the Company’s capital stock. Each share of Class H common stock is entitled to no votes and will convert into one share of Class A common stock on a share-for-share basis upon the sale of such share of Class H common stock to any person or entity that is not the Company’s subsidiary.

Class A Common Stock Warrants

In 2024, the Company had warrants outstanding to purchase shares of Class A common stock with an exercise price of $ 28.355 per share. During 2024, all the outstanding warrants were exercised to purchase 0.8 million shares of Class A common stock. The warrants were exercised on a cashless basis, resulting in the issuance of 0.7 million shares of the Class A common stock.

Preferred Stock

The Company's board of directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series, without stockholder approval. The board of directors has the authority to determine the rights, preferences, privileges, and restrictions for each series, which may include dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences, and sinking fund provisions. These rights could be superior to those of the Company’s common stock. The preferred stock has a par value of $ 0.0001 per share, and no shares of preferred stock are currently issued, or outstanding.

Share Repurchase Programs

In February 2024, the Company's board of directors approved a share repurchase program to purchase up to $ 6.0  billion of the Company’s Class A common stock. In August 2025, the Company’s board of directors approved a new share repurchase program with authorization to purchase up to an additional $ 6.0  billion of the Company's 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 the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the Company’s discretion.

In 2025, the Company repurchased and subsequently retired 29.7 million shares of Class A common stock for $ 3.8 billion. In 2024, the Company repurchased and subsequently retired 24.5 million shares of Class A common stock for $ 3.4 billion.

As of December 31, 2025, the Company 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 the August 2025 share repurchase program.
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Notes to Consolidated Financial Statements

Note 12. Stock-Based Compensation and Employee Benefit Plan

Stock-Based Compensation Expense

Stock-based compensation expense was $ 1.1 billion, $ 1.4 billion, and $ 1.6 billion in 2023, 2024, and 2025, respectively. The income tax benefit recognized on the consolidated statement of operations on stock-based compensation expense was $ 227 million, $ 273 million, and $ 317 million, in 2023, 2024, and 2025, respectively.

In 2023 and 2024, the Company recorded income tax benefits of $ 435 million and $ 39 million, respectively, related to vested or exercised awards. In 2025, the Company recorded an immaterial amount of income tax expense for these awards. These amounts do not reflect indirect impacts, primarily from the research and development tax credit.

Equity Incentive Plans

2018 Equity Incentive Plan

In 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”). A total of 50.0  million shares of Class B common stock were reserved for issuance under the 2018 Plan and the 13.2  million shares remaining for issuance under a prior plan were added to the number of shares available under the 2018 Plan.

2020 Incentive Award Plan

In 2020, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan,” and together with the 2018 Plan, and a plan assumed in connection with a 2019 acquisition, the “Plans”). Under the 2020 Plan, 62.1 million shares of Class A common stock were initially reserved for issuance. The number of shares initially reserved for issuance pursuant to awards under the 2020 Plan will be increased by (i) the number of shares subject to awards outstanding under the 2018 Plan and the Assumed Equity Incentive Plan, as of the effective date of the 2020 Plan that subsequently terminate, are exchanged for cash, surrendered or repurchased, or are tendered or withheld to satisfy any exercise price or tax withholding obligations and (ii) an annual increase on the first day of each year beginning in 2022 and ending in 2030, equal to the lesser of (a) 5 % of the shares of all series of the Company’s common stock outstanding on the last day of the immediately preceding year and (b) such smaller number of shares of stock as determined by the Company’s board of directors; provided, however, that no more than 371.2 million shares of stock may be issued upon the exercise of incentive stock options.

Stock Option and Restricted Stock Unit Activity

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the following table:

Year Ended December 31,
2023 2024 2025
Expected term (years) 1.4 - 6.1
6.1 6.1
Risk-free interest rate 3.6 % -  5.0 %
4.3 % - 4.4 %
3.8 % - 4.0 %

Expected volatility 51.3 % - 54.4 %
51.8 % - 52.7 %
50.2 % - 50.7 %

Expected dividend yield —   —   —  

A summary of stock option and RSU activity under the Company’s equity incentive plans was as follows (in millions, except per share amounts):

Outstanding
Stock Options
Outstanding
Restricted Stock Units

  Number of
Shares Weighted-
Average
Exercise
Price Number of
Shares Weighted-
Average
Grant
Date Fair
Value
Balances as of December 31, 2023 7   $ 71.76   30   $ 85.35  
Granted 1   168.18   13   153.36  

Exercised/Vested ( 3 ) 41.55   ( 11 ) 119.00  
Canceled —   —   ( 2 ) 143.07  
Balances as of December 31, 2024 5   93.53   30   97.93  
Granted 1   139.80   16   136.11  

Exercised/Vested ( 1 ) 53.34   ( 11 ) 138.98  
Canceled —   —   ( 3 ) 140.20  
Balances as of December 31, 2025 5   $ 108.28   32   $ 99.64  

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Notes to Consolidated Financial Statements

  Number of
Shares Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Life (years) Aggregate
Intrinsic
Value
Options outstanding as of December 31, 2024 5   $ 93.53   5.43 $ 260  
Options exercisable as of December 31, 2024 4   80.55   4.69 253  
Options outstanding as of December 31, 2025 5   108.28   5.79 203  
Options exercisable as of December 31, 2025 4   94.05   4.48 199  

In May 2023, 11.2  million stock options were exercised in cashless transactions pursuant to which the Company withheld and retired 5.7  million shares of common stock, valued at their fair market value on the exercise date, to cover the related $ 567  million of employee withholding tax and $ 36  million of exercise cost.

In 2023, 2024, and 2025, the weighted-average fair value of stock options granted under the Plans was $ 65.22 , $ 93.29 , and $ 69.08 per share, respectively.

In 2023, 2024, and 2025, the aggregate intrinsic value of stock options exercised was $ 1.6  billion, $ 254  million, and $ 82 million, respectively, and the total grant-date fair value of stock options that vested was $ 44  million, $ 51  million, and $ 46  million, respectively.

As of December 31, 2025, there was $ 114  million of total unrecognized compensation cost related to stock option awards granted under the Plans. The unrecognized cost as of December 31, 2025 is expected to be recognized over a weighted-average period of 2.9 years.

RSUs are measured at the fair market value of the underlying stock at the grant date and the expense is recognized over the requisite service period. The service-based vesting condition for these awards is generally satisfied over four years .

Employee Benefit Plan

The Company maintains a 401(k) defined contribution benefit plan that covers substantially all of its domestic employees. The plan allows U.S. employees to make voluntary pre-tax contributions in certain investments at the discretion of the employee, up to maximum annual contribution subject to Internal Revenue Code limitations. The Company’s contributions to the plan was $ 27 million, $ 30 million, and $ 35 million in 2023, 2024, and 2025, respectively.

Note 13. Commitments and Contingencies

Commitments

The Company has commitments including purchase obligations for web-hosting services and other commitments for brand marketing. The following table presents these non-cancelable commitments and obligations as of December 31, 2025 (in millions):

  Total Less than
1 year 1 to 3 years 3 to 5 years More than
5 years
Purchase obligations $ 1,749   $ 219   $ 930   $ 600   $ —  
Other commitments 169   66   80   5   18  
Total $ 1,918   $ 285   $ 1,010   $ 605   $ 18  

Purchase commitments include amounts related to the Company’s commercial agreement with a data hosting services provider, pursuant to which the Company committed to spend an aggregate of at least $ 1.7  billion for vendor services through 2031.

Lodging Tax Obligations and Other Non-Income Tax Matters

Lodging Tax Obligations

Some states and localities in the United States and elsewhere in the world impose transient occupancy or lodging accommodations taxes (“Lodging Taxes”) on the use or occupancy of lodging accommodations or other traveler services. As of December 31, 2025, the Company collects and remits Lodging Taxes in approximately 33,000 jurisdictions around the world on behalf of its hosts. Such Lodging Taxes are generally remitted to tax jurisdictions within a 30 to 90 -day period following the end of each month.

As of December 31, 2024 and 2025, the Company had an obligation to remit Lodging Taxes collected from guests on bookings in these jurisdictions totaling $ 312  million and $ 387 million, respectively. These payables were recorded in accrued expenses, accounts payable, and other current liabilities on the consolidated balance sheets.

In jurisdictions where the Company does not collect and remit Lodging Taxes, hosts are primarily responsible for such taxes. The Company has estimated Lodging Tax liabilities in a certain number of jurisdictions with respect to state, city, and local taxes where management believes it is probable that the Company can be held jointly liable with hosts for taxes and the related amounts can be reasonably estimated. As of December 31, 2024 and 2025, accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $ 83 million and $ 114 million, respectively. As of December 31, 2025, the Company estimates that the reasonably possible loss related to
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Notes to Consolidated Financial Statements

certain Lodging Taxes that can be determined in excess of the amounts accrued is between $ 25  million to $ 35  million; however, no assurance can be given as to the outcomes and the Company could be subject to significant additional tax liabilities. With respect to all other jurisdictions’ Lodging Taxes for which a loss is probable or reasonably possible, the Company is unable to determine an estimate of the possible loss or range of loss beyond the amounts already accrued.

The Company’s potential obligations with respect to Lodging Taxes could be affected by various factors, which include, but are not limited to, whether the Company determines or any tax authority asserts that the Company has a responsibility to collect lodging and related taxes on either historical or future transactions, or by the introduction of new ordinances and taxes that subject the Company’s operations to such taxes. Accordingly, the ultimate resolution of Lodging Taxes may be greater or less than the liabilities that the Company has recorded.

The Company is currently involved in disputes brought by certain domestic and international states and localities involving the payment of Lodging Taxes. These jurisdictions are asserting that the Company is liable or jointly liable with hosts to collect and remit Lodging Taxes. These disputes are in various stages and the Company continues to vigorously defend these claims. The Company believes that the statutes at issue impose a Lodging Tax obligation on the person exercising the taxable privilege of providing accommodations, or the Company’s hosts.

The imposition of such taxes on the Company could increase the cost of a guest booking and potentially cause a reduction in the volume of bookings on the Company’s platform, which would adversely impact the Company’s results of operations. The Company will continue to monitor the application and interpretation of lodging and related taxes and ordinances and will adjust accruals, as appropriate, based on any new information or further developments.

Other Non-Income Taxes

The Company is under audit and inquiry by various domestic and foreign tax authorities with regard to non-income tax matters. The subject matter of these contingent liabilities primarily arises from the Company’s transactions with its customers. Such disputes involve the applicability of transactional taxes (such as sales, value-added, business, digital service, and similar taxes) to services provided, as well as the applicability of withholding tax on payments made to hosts.

The Company has estimated transactional tax liabilities where management believes it is probable that the Company can be held liable for such taxes and the related amounts can be reasonably estimated. As of December 31, 2024, accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $ 55  million. As of December 31, 2025, there were no accrued obligations related to these tax liabilities. In addition, the Company has identified reasonably possible exposures related to transactional taxes and has not accrued for these amounts since the likelihood of the contingent liability is less than probable. As of December 31, 2025, the Company estimates that the reasonably possible loss related to these matters in excess of the amounts accrued is between $ 25  million and $ 35  million; however, no assurance can be given as to the outcomes and the Company could be subject to significant additional tax liabilities.

As of December 31, 2024 and 2025, the Company accrued a total of $ 227 million and $ 199 million of estimated tax liabilities, including interest and penalties, related to hosts’ withholding tax obligations, respectively. As of December 31, 2025, the Company estimates that the reasonably possible loss related to withholding income taxes that can be determined in excess of the amounts accrued is between $ 150  million to $ 160  million; however, no assurance can be given as to the outcomes and the Company could be subject to significant additional tax liabilities. Due to the inherent complexity and uncertainty of these matters and judicial processes in certain jurisdictions, the final outcomes may exceed the estimated liabilities recorded.

In 2017, Italy passed a law purporting 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 (“2017 Law”). The Company challenged this law before the Italian courts and the Court of Justice of the European Union (“CJEU”). On December 13, 2023, without admitting any liability, Airbnb Ireland signed an agreement with the Italian Revenue Agency (“ITA”) in settlement of the 2017-2021 audit period for an aggregate payment of 576 million Euro ($ 621  million). In 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 entered into an agreement with the Italian Revenue Agency to close the 2023 audit period for an aggregate payment of 179 million Euro ($ 186  million). Of this amount, 123 million Euro ($ 148  million) was paid in December of 2024, while 56  million Euro ($ 66  million), which was recognized as a liability as of December 31, 2024, was paid in January 2025. In 2024, Airbnb Ireland commenced withholding on host payments related to Italian listings.

With respect to all other transactional taxes and withholding tax on payments made to hosts for which a loss is probable or reasonably possible, the Company is unable to determine an estimate of the possible loss or range of loss beyond the amounts already accrued.

Payroll Taxes

The Company is subject to regular payroll tax examinations by various international, state and local jurisdictions. Although management believes its tax withholding remittance practices are appropriate, the Company may be subject to additional tax liabilities, including interest and penalties, if any tax authority disagrees with the Company’s withholding and remittance practices, or if there are changes in laws, regulations, administrative practices, principles, or interpretations related to payroll tax withholding in the various international, state and local jurisdictions.

Legal and Regulatory Matters

The Company has been and is currently a party to various legal and regulatory matters arising in the normal course of business. Such proceedings and claims, even if not meritorious, can require significant financial and operational resources, including the diversion of management’s attention from the Company’s business objectives.
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Notes to Consolidated Financial Statements

Regulatory Matters

The Company operates in a complex legal and regulatory environment and its operations are subject to various U.S. and foreign laws, rules, and regulations, including those related to: Internet activities; short-term rentals, long-term rentals and home sharing; real estate, property rights, housing and land use; travel and hospitality; privacy and data protection; intellectual property; competition; health and safety; protection of minors; consumer protection; employment; payments, money transmission, economic and trade sanctions, anti-corruption and anti-bribery; taxation; and others. In addition, the nature of the Company’s business exposes it to inquiries and potential claims related to the compliance of the business with applicable law and regulations. In some instances, applicable laws and regulations do not yet exist or are being applied, interpreted or implemented to address aspects of the Company’s business, and such adoption or interpretation, or implementation could further alter or impact the Company’s business.

In certain instances, the Company has been party to litigation with municipalities relating to or arising out of certain regulations. In addition, the implementation and enforcement of regulation can have an impact on the Company’s business.

In July 2025, Airbnb received a letter from the Spanish Ministry of Consumer Affairs proposing to assess a fine of approximately 110  million Euro ($ 129  million) in connection with alleged non-compliance with short-term rental listing regulations in Spain. In September 2025, the Spanish Ministry of Consumer Affairs subsequently reduced the fine to approximately 65  million Euro ($ 76  million). Airbnb has disputed the fine and the applicability of these rules to short-term listings, and any potential loss is neither probable or estimable at this time. Global regulatory requirements and challenges affecting our business continue to increase. These challenges may have a material impact on our business, results of operations, and financial condition.

Intellectual Property

The Company has been and is currently subject to claims relating to intellectual property, including alleged patent infringement. Adverse results in such lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing the Company from offering certain features, functionalities, products, or services, and may also cause the Company to change its business practices or require development of non-infringing products or technologies, which could result in a loss of revenue or otherwise harm its business. To date, the Company has not incurred any material costs as a result of such cases and has not recorded any material liabilities in its consolidated financial statements related to such matters.

Litigation and Other Legal Proceedings

The Company is 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.

Depending on the nature of the proceeding, claim, or investigation, the Company may be subject to monetary damage awards, fines, penalties, and/or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect the Company’s 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, the Company believes based on its current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.

The Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. Such currently accrued amounts are immaterial to the Company’s consolidated financial statements. However, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, the Company believes based on its current knowledge that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred.

Host Protections

The Company offers AirCover coverage, which includes but is not limited to, the Company’s Host Damage Protection program that provides protection of up to $ 3 million for direct physical loss or damage to a host’s covered property caused by guests during a confirmed booking and when the host and guest are unable to resolve the dispute. The Company retains risk and also maintains insurance from third parties on a per claim basis to protect the Company’s financial exposure under this program. In addition, through third-party insurers and self-insurance mechanisms, including a wholly-owned captive insurance subsidiary, the Company provides insurance coverage for third-party bodily injury or property damage liability claims that occur during a stay. The Company’s Host Liability Insurance and Experiences Liability Insurance consists of a commercial general liability policy, with hosts and the Company as named insureds and landlords of hosts as additional insureds. The Host Liability Insurance and Experiences Liability Insurance provides primary coverage for up to $ 1 million per occurrence, subject to a $ 1 million cap per listing location, and includes various market standard conditions, limitations, and exclusions.

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Notes to Consolidated Financial Statements

Indemnifications

The Company has entered into indemnification agreements with certain of its employees, officers, and directors. The indemnification agreements and the Company’s amended and restated bylaws (the “Bylaws”) require the Company to indemnify its directors and officers and those employees who have entered into indemnification agreements to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its directors and officers and those employees who have entered into indemnification agreements. No demands have been made upon the Company to provide indemnification or advancement under the indemnification agreements or the Bylaws, and thus, there are no indemnification or advancement claims that the Company is aware of that could have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows.

In the ordinary course of business, the Company has included limited indemnification provisions in certain agreements with parties with whom the Company has commercial relations, which provisions are of varying scope and terms with respect to indemnification of certain matters, which may include losses arising out of the Company’s breach of such agreements or out of intellectual property infringement claims made by third parties. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no significant costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions.

Note 14.  Income Taxes

The domestic and foreign components of Income before income taxes were as follows (in millions):

  Year Ended December 31,
  2023 2024 2025
Domestic $ 1,913   $ 3,047   $ 2,719  
Foreign 189   284   418  
Income before income taxes $ 2,102   $ 3,331   $ 3,137  

The components of the provision for (benefit from) income taxes were as follows (in millions):

  Year Ended December 31,
  2023 2024 2025
Current
Federal $ 19   $ 103   $ 80  
State 8   23   25  
Foreign 158   124   145  
Total current provision for income taxes 185   250   250  
Deferred
Federal ( 2,410 ) 397   348  
State ( 461 ) 36   35  
Foreign ( 4 ) —   ( 7 )
Total deferred provision for (benefit from) income taxes ( 2,875 ) 433   376  
Total provision for (benefit from) income taxes $ ( 2,690 ) $ 683   $ 626  

As further described in Note 2. Significant Accounting Policies , the Company has elected to prospectively adopt ASU 2023-09.
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Notes to Consolidated Financial Statements

The following table is a reconciliation of the U.S. federal statutory rate to the Company’s effective rate for the year ended December 31, 2025 (in millions, except percentages) in accordance with ASU 2023-09:

  Year Ended December 31, 2025
  $
%

Provision for income taxes at U.S. federal statutory rate $ 659   21.0   %
State and local income taxes, net of federal benefit (1)
33   1.1  
Foreign tax effects
28   0.9  

Effect of cross-border tax laws:

Foreign derived intangible income
( 166 ) ( 5.3 )
Other ( 49 ) ( 1.6 )
Tax Credits:

Research and development (“R&D”) credits ( 121 ) ( 3.9 )
Valuation allowance 221   7.0  
Non-taxable or non-deductible items:

Stock-based compensation
36   1.2  
Other
27   0.9  
Uncertain tax positions
( 42 ) ( 1.3 )

Provision for income taxes effective tax rate $ 626   20.0   %

(1) The jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include New York, New York City, and Illinois.

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 the Company will be able to utilize its federal corporate alternative minimum tax (“CAMT”) credits. No prudent and feasible tax-planning strategies are currently available that would allow the Company to utilize its historic CAMT credits, and consequently recorded a $ 213  million valuation allowance. The Company's policy is to not consider the impact of future years’ CAMT in its 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. The Company will continue to evaluate the full impact of legislative changes as more guidance becomes available.

The following table is a reconciliation of the U.S. federal statutory rate to the Company’s effective rate for the years ended December 31, 2024 and 2023, as previously disclosed, prior to the adoption of ASU 2023-09:

  Year Ended December 31,
  2023 2024
Expected income tax expense at U.S. federal statutory rate
21.0   % 21.0   %
State taxes, net of federal benefits 0.3   1.3  
Foreign tax rate differential 2.9   0.8  
Stock-based compensation ( 16.7 ) ( 0.2 )

Other statutorily non-deductible expenses 0.1   0.1  

Research and development credits ( 5.5 ) ( 2.2 )
Uncertain tax positions—prior year positions 1.8   —  
Uncertain tax positions—current year positions 1.7   1.4  
U.S. tax on foreign income, net of allowable credits and deductions 3.9   —  
Foreign-derived intangible income deduction ( 1.0 ) ( 2.0 )
Change in valuation allowance
( 136.6 ) 0.3  
Other, net
0.1   —  
Effective tax rate ( 128.0 ) % 20.5   %

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Notes to Consolidated Financial Statements

The components of deferred tax assets and liabilities consisted of the following (in millions):

  December 31,
  2024 2025
Deferred tax assets:
Loss carryforwards
$ 462   $ 253  
Tax credit carryforwards 999   806  
Accruals and reserves 122   153  
Non-income tax accruals 84   81  
Stock-based compensation 70   75  
Operating lease liabilities 61   51  
Intangible assets 140   111  
Capitalized research and development costs 882   1,049  
Other, net
62   187  
Gross deferred tax assets 2,882   2,766  
Valuation allowance ( 395 ) ( 626 )
Total deferred tax assets 2,487   2,140  
Deferred tax liabilities:
Property and equipment basis differences ( 20 ) ( 7 )
Operating lease assets ( 25 ) ( 25 )
Other, net
( 7 ) ( 9 )
Total deferred tax liabilities ( 52 ) ( 41 )
Total net deferred tax assets $ 2,435   $ 2,099  

The Company regularly assesses the need for a valuation allowance against its deferred tax assets each quarter. In making that assessment, the Company considers both positive and negative evidence in the various jurisdictions in which it operates related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2025, based on all available positive and negative evidence, having demonstrated sustained profitability which is objective and verifiable, and taking into account anticipated future earnings, the Company concluded that it is more likely than not that its U.S. federal and state deferred tax assets will be realizable, with the exception of California research and development credits, capital loss carryovers, certain losses subject to the dual consolidated loss rules, and CAMT credits. The Company will continue to monitor the need for a valuation allowance against its deferred tax assets on a quarterly basis.

The Company’s policy with respect to its undistributed foreign subsidiaries’ earnings is to consider those earnings to be indefinitely reinvested. The Company has not provided for the tax effect, if any, of limited outside basis differences of its foreign subsidiaries. The determination of the future tax consequences of the remittance of these earnings is not practicable.

As of December 31, 2025, the Company had no remaining net operating loss carryforwards for federal income tax purposes. As of December 31, 2025, the Company had federal research and development tax credit carryforwards of $ 489 million, which will begin to expire in 2042 if not utilized. As of December 31, 2025, the Company had CAMT credit carryforwards of $ 400 million, which do not have an expiration date and may be claimed against regular tax in future years.

As of December 31, 2025, the Company had net operating loss carryforwards for state income tax purposes of $ 3.4 billion. Some of the Company’s state net operating loss carryforwards will expire, if not utilized, beginning in 2035. As of December 31, 2025, the Company had state research and development tax credit carryforwards of $ 526 million, which do not have an expiration date.

The Tax Reform Act of 1986 and similar California legislation impose substantial restrictions on the utilization of net operating losses and tax credit carryforwards in the event that there is a change in ownership as provided by Section 382 of the Internal Revenue Code and similar state provisions. Such a limitation could result in the expiration of the net operating loss carryforwards and tax credits before utilization, which could result in increased future tax liabilities.

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Notes to Consolidated Financial Statements

A reconciliation of the beginning and ending amount of the Company’s total gross unrecognized tax benefits was as follows (in millions):

  Year Ended December 31,
  2023 2024 2025
Balance at beginning of year $ 650   $ 780   $ 869  
Gross increases related to prior year tax positions 52   1   18  
Gross decreases related to prior year tax positions ( 8 ) ( 1 ) ( 105 )
Gross increases related to current year tax positions 103   106   74  
Reductions due to settlements with taxing authorities ( 12 ) ( 14 ) ( 15 )
Reduction due to lapse in statute of limitations ( 5 ) ( 3 ) ( 6 )
Balance at end of year $ 780   $ 869   $ 835  

The Company is in various stages of examination in connection with its ongoing tax audits globally, and it is difficult to determine when these examinations will be settled. The Company believes that an adequate provision has been recorded for any adjustments that may result from tax audits. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company may be required to record an adjustment to the provision for (benefit from) income taxes on the consolidated statements of operations in the period such resolution occurs. Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact the Company’s tax contingencies. The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued.

As of December 31, 2025, unrecognized tax benefits totaled $ 693 million, which, if recognized, would impact the Company’s effective income tax rate. The Company’s accrual for interest and penalties was $ 100 million as of both December 31, 2024 and 2025, as presented on the consolidated balance sheets.

The Company’s significant tax jurisdictions include the United States, California, and Ireland. The Company’s 2008 to 2025 tax years remain subject to examination in the United States and various states due to tax attributes and statutes of limitations, and its 2021 to 2025 tax years remain subject to examination in Ireland. There are other ongoing audits in various other jurisdictions that are immaterial to the Company’s consolidated financial statements. The Company remains subject to possible examination in various other jurisdictions that are not expected to result in material tax adjustments.

The Company is currently under examination for income taxes by the Internal Revenue Service (“IRS”) for the 2013, 2016, 2017, and 2018 tax years. The primary issue under examination in the 2013 audit is the valuation of the Company’s international intellectual property which was sold to a subsidiary in 2013. In December 2020, the Company received a Notice of Proposed Adjustment (“NOPA”) from the IRS which proposed an increase to the Company’s U.S. taxable income that could result in additional income tax expense and cash liability of $ 1.3  billion plus penalties and interest, which exceeds the current reserve recorded in its consolidated financial statements by more than $ 1.0  billion. The Company strongly disagrees with the proposed adjustment and continues to vigorously contest it. The Company entered into an administrative dispute process with IRS Appeals, however an acceptable outcome was not reached. In May 2024, the Company received a Statutory Notice of Deficiency (“Notice”) from the IRS related to the aforementioned valuation of its international intellectual property. The Notice claimed that the Company owes $ 1.3  billion in tax, plus penalties and interest. The Company will continue to pursue all available remedies to resolve this dispute. In July 2024, the Company petitioned the U.S. Tax Court (“Tax Court”) for redetermination, and if necessary, the Company will appeal the Tax Court’s decision to the appropriate appellate court. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations. 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 the Company’s current reserves, such outcome could have a material adverse impact on the Company’s 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 the Company’s consolidated statements of cash flows.

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Notes to Consolidated Financial Statements

Note 15. Net Income per Share

The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders for the years indicated (in millions, except per share amounts):

Year Ended December 31,
2023 2024 2025
Net income
$ 4,792   $ 2,648   $ 2,511  
Add: convertible notes interest expense, net of tax 3   4   3  
Net income - diluted
$ 4,795   $ 2,652   $ 2,514  
Weighted-average shares in computing net income per share attributable to Class A and Class B common stockholders:

Basic 637   632   613  
Effect of dilutive securities 25   13   10  
Diluted 662   645   623  

Net income per share attributable to Class A and Class B common stockholders:

Basic $ 7.52   $ 4.19   $ 4.10  
Diluted $ 7.24   $ 4.11   $ 4.03  

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 20 votes per share. Each share of Class B common stock is convertible into a share of Class A common stock voluntarily at any time by the holder, and automatically upon certain events. The Class A common stock has no conversion rights. As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings are allocated on a proportional basis and the resulting net income per share attributable to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.

As of each December 31, 2023, 2024, and 2025, RSUs to be settled in 9.6 million shares of Class A common stock were excluded from the table below because they are subject to market conditions that were not achieved as of such date.

Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in millions):

Year Ended December 31,
2023 2024 2025

Stock options 2   2   2  
RSUs 5   7   11  

Total 7   9   13  

Note 16. Segment and Geographic Information

Segment Information

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company has one operating segment and one reportable segment. The CODM assesses financial performance and decides how to allocate resources based on consolidated net income. Segment assets are reported on the Company’s consolidated balance sheets.

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Notes to Consolidated Financial Statements

The following table sets forth the Company’s significant segment expenses (in millions):

Year Ended December 31,
2023 2024 2025
Revenue $ 9,917   $ 11,102   $ 12,241  
Less:
Merchant fees and chargebacks
1,369   1,508   1,666  
Stock-based compensation expense
1,120   1,407   1,592  

Salaries and benefits 1,558   1,686   2,009  
Marketing
1,215   1,514   1,704  
Professional and third-party services (1)
1,078   1,083   1,218  
Non-income taxes 894   237   305  
Other items (2)
1,165   1,114   1,203  
Total cost and expense 8,399   8,549   9,697  
Income from operations 1,518   2,553   2,544  
Interest income 721   818   705  
Other expense, net ( 137 ) ( 40 ) ( 112 )
Income before income taxes 2,102   3,331   3,137  
Provision for (benefit from) income taxes ( 2,690 ) 683   626  
Net income $ 4,792   $ 2,648   $ 2,511  

(1) Professional and third-party services primarily include expenses related to customer support partners, consultants and third-party service providers, contingent workforce, fees for legal, audit, and tax services.
(2) Other items primarily include expenses and costs related to data hosting services, insurance, customer relations, and software and equipment.

Geographic Information

The following table sets forth the breakdown of revenue by geography, determined based on the location of the host’s listing (in millions):

Year Ended December 31,
2023 2024 2025
United States
$ 4,290   $ 4,640   $ 4,814  
International 1
5,627   6,462   7,427  
Total revenue $ 9,917   $ 11,102   $ 12,241  

(1) No individual international country represented 10% or more of the Company’s total revenue in 2023 , 2024 , or 2025 .

The following table sets forth the breakdown of long-lived assets based on geography (in millions):

  December 31,
  2024 2025
United States $ 245   $ 204  
Ireland 30   22  
Other international 16   31  
Total long-lived assets $ 291   $ 257  

Long-lived assets as of December 31, 2024 and 2025 consisted of property and equipment and operating lease ROU assets. Long-lived assets attributed to the United States, Ireland, and other international geographies are based upon the country in which the asset is located.

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Schedule II—Valuation and Qualifying Account
The table below details the activity of the valuation allowance on deferred tax assets for the years ended December 31, 2023, 2024, and 2025 (in millions):

Balance at
Beginning of
Year Charged to
Expenses Credited to Expenses Balance at
End of Year
Valuation Allowance on Deferred Tax Assets

Year Ended December 31, 2023 $ 3,166   $ 95   $ ( 2,897 ) $ 364  
Year Ended December 31, 2024 $ 364   $ 31   $ —   $ 395  
Year Ended December 31, 2025 $ 395   $ 231   $ —   $ 626  

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. 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 Annual Report on Form 10-K. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K, 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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, under the supervision of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management, including our principal executive officer and principal financial officer, concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

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 December 31, 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.

Item 9B. Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2025, none of our officers or directors adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
82

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to the Company’s 2026 Proxy Statement (the “2026 Proxy Statement”) to be filed with the SEC within 120 days after December 31, 2025 in connection with the solicitation of proxies for the Company’s 2026 annual meeting of stockholders.

We have adopted a Code of Ethics that applies to our officers, directors, and employees, which is available on our website (investors.airbnb.com) under “Governance.” The Code of Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002, as amended, and Item 406 of Regulation S-K. In addition, we intend to promptly disclose on our website (investors.airbnb.com) (1) the nature of any amendment to our Code of Ethics that applies to our directors, or our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our Code of Ethics that is granted to a director or one of these specified officers, the name of such person who is granted the waiver, and the date of the waiver.

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that are designed to promote compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Item 11. Executive Compensation

The information required by this Item is incorporated by reference to the 2026 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to the 2026 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the 2026 Proxy Statement.

Item 14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to the 2026 Proxy Statement.
83

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements and Schedule” under Part II, Item 8 of this Annual Report on Form 10-K.

(2) Financial Statement Schedules

All financial statement schedules have been omitted because they are not applicable, immaterial, or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K.

(3) Exhibits

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

Exhibit Index
  Incorporated by
Reference

Exhibit
Number 
Exhibit Description
Form
File Number Date
Number
Filed
Herewith

3.1 Restated Certificate of Incorporation of the Registrant
8-K 001-39778 06/07/2024 3.1
3.2 Amended and Restated Bylaws, of the Registrant
8-K 001-39778 12/14/2020 3.2
4.1 Description of Securities
10-K 001-39778 02/25/2022 4.1
4.2 Form of Class A Common Stock Certificate
S-1 333-250118 11/16/2020 4.2
4.3 Form of Class  B Common Stock Certificate
S-8 333-251251 12/10/2020 4.6
4.4 Amended and Restated Investors’ Rights Agreement, dated April 17, 2020, by and among the Registrant and the investors listed therein
S-1 333-250118 11/16/2020 4.3
4.5 Amendment to Amended and Restated Investors’ Rights Agreement, dated November 17, 2020, by and among the Registrant and the Investors listed therein
S-1/A 333-250118 12/01/2020 4.4
4.6 Indenture, dated as of March 8, 2021, between Airbnb, Inc. and U.S. Bank National Association, as trustee
8-K 001-39778 03/08/2021 4.1
4.7 Form of Certificate representing the 0% Convertible Senior Notes due 2026 (included as Exhibit A)
8-K 001-39778 03/08/2021 4.1
10.1 Office Lease Agreement, dated April 26, 2012, by and among the Registrant and 888 Brannan LP
S-1 333-250118 11/16/2020 10.3
10.2 First Amendment to Office Lease Agreement, dated December 10, 2013, by and among the Registrant and 888 Brannan LP
S-1 333-250118 11/16/2020 10.4
10.3 Second Amendment to Office Lease Agreement, dated May 29, 2014, by and among the Registrant and 888 Brannan LP
S-1 333-250118 11/16/2020 10.5
10.4 Third Amendment to Office Lease Agreement, dated February 24, 2015, by and among the Registrant and 888 Brannan LP
S-1 333-250118 11/16/2020 10.6
10.5 Fourth Amendment to Office Lease Agreement, dated May 13, 2015, by and among the Registrant and 888 Brannan LP
S-1 333-250118 11/16/2020 10.7
10.6 Fifth Amendment to Office Lease Agreement, dated June 14, 2017, by and among the Registrant and T-C 888 Brannan L LC
S-1 333-250118 11/16/2020 10.8
10.7 Sixth Amendment to Office Lease Agreement, dated September 26, 2019, by and among the Registrant and T-C 888 Brannan L L C
S-1 333-250118 11/16/2020 10.9
10.8 Seventh Amendment to Office Lease Agreement, dated October 8, 2020, by and among the Registrant and T-C 888 Brannan Owner LLC
S-1 333-250118 11/16/2020 10.10
10.9 Eight Amendment to Office Lease Agreement, dated September 28, 2021, by and among the Registrant and T-C 888 Brannan Owner LLC
10-K 001-39778 02/25/2022 10.11
10.10 Ninth Amendment to Office Lease Agreement, dated October 18, 2022, by and among the Registrant and T-C 888 Brannan Owner LLC
10-Q 001-39778 11/03/2022 10.3
10.11
Tenth Amendment to Office Lease Agreement, dated October 18, 2023, by and among the Registrant and T-C 888 Brannan Owner LLC
10-K
001-39778 02/16/2024 10.11

10.12
Eleventh Amendment to Office Lease Agreement, dated October 24, 2024, by and among the Registrant and T-C 888 Brannan Owner LLC
10-Q
001-39778 11/07/2024 10.1

10.13(a)#
2008 Equity Incentive Plan
S-1 333-250118 11/16/2020 10.11(a)
10.13(b)#
Form of Stock Option Grant Notice and Stock Option Agreement under 2008 Equity Incentive Plan
S-1/A 333-250118 12/01/2020 10.11(b)

84

  Incorporated by
Reference

Exhibit
Number 
Exhibit Description
Form
File Number Date
Number
Filed
Herewith

10.13(c)#
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2008 Equity Incentive Plan
S-1 333-250118 11/16/2020 10.11(c)
10.14(a)#
2018 Equity Incentive Plan
S-1/A 333-250118 12/01/2020 10.12(a)
10.14(b)#
Form of Stock Option Grant Notice and Stock Option Agreement under 2018 Equity Incentive Plan
S-1 333-250118 11/16/2020 10.12(b)
10.14(c)#
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2018 Equity Incentive Plan
S-1 333-250118 11/16/2020 10.12(c)
10.15#
HotelTonight, Inc. 2011 Equity Incentive Plan
S-1 333-250118 11/16/2020 10.13
10.16(a)#
2020 Incentive Award Plan
S-1/A 333-250118 12/01/2020 10.14(a)
10.16(b)#
Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan
S-1 333-250118 11/16/2020 10.14(b)
10.16(c)#
Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Incentive Award Plan
S-1 333-250118 11/16/2020 10.14(c)
10.17#
Employee Stock Purchase Plan
S-1/A 333-250118 12/01/2020 10.15
10.18#
Employment Agreement by and between the Registrant and Brian Chesky
S-1 333-250118 11/16/2020 10.16
10.19#
Employment Agreement by and between the Registrant and Nathan Blecharczyk
S-1 333-250118 11/16/2020 10.18
10.20#
Employment Agreement by and between the Registrant and Aristotle Balogh
S-1 333-250118 11/16/2020 10.20
10.21#
Employment Agreement by and between the Registrant and Elinor Mertz
10-Q
001-39778 08/06/2024 10.1

10.22#
Amended and Restated Non-Employee Director Compensation Program
10-Q
001-39778
05/09/2023 10.2

10.23#
Form of Indemnification Agreement for Directors and Officers
S-1 333-250118 11/16/2020 10.25
10.24#
Nominating Agreement, dated as of November 27, 2020, by and among Brian Chesky, Joe Gebbia, Nathan Blecharczyk and the Registrant
S-1/A 333-250118 12/01/2020 10.29
10.25#
Voting Agreement, dated as of December 4, 2020, by and among Brian Chesky, Joe Gebbia, Nathan Blecharczyk, and certain affiliated trusts and entities described therein
S-1/A 333-250118 12/07/2020 10.31
10.26
Form of Capped Call Confirmation
8-K 001-39778 03/08/2021 10.1
10.27#
Form of Change in Control and Severance Agreement between the Registrant and its Executive Officers
10-Q 001-39778 05/09/2022 10.1
10.28
Revolving Credit Agreement, dated October 31, 2022, by and among the Registrant, certain subsidiaries of the Registrant, and Morgan Stanley Senior, as amended on February 16, 2023
10-K
001-39778
02/17/2023 10.31

19.1
Airbnb, Inc. Insider Trading Policy
10-K
001-39778
02/13/2025 19.1

21.1 List of Significant Subsidiaries
X
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (included in signature pages hereto)
X
31.1 Certification 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 2002
X
31.2 Certification 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 2002
X
32.1* Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97
Airbnb, Inc. Policy for Recovery of Erroneously Awarded Compensation
10-K
001-39778
02/16/2024 97

101
The following financial statements from the Company’s 10-K, formatted as Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations (iii), Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to consolidated financial statements
X
104 Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101) X

# Indicates management contract or compensatory plan.
* The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K 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 Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Item 16. Form 10-K Summary

None.
85

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
                        
AIRBNB, INC.
   
By: /s/ BRIAN CHESKY

Date: February 12, 2026
Brian Chesky
Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Chesky, Elinor Mertz, and Ronald A. Klain, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name and Signature Title Date

/s/ BRIAN CHESKY
Chief Executive Officer and Director
(Principal Executive Officer)
February 12, 2026
 
Brian Chesky

 /s/ ELINOR MERTZ
Chief Financial Officer
(Principal Financial Officer)
February 12, 2026
Elinor Mertz

/s/ DAVID BERNSTEIN
Chief Accounting Officer
(Principal Accounting Officer)
February 12, 2026
 
David Bernstein

/s/ ANGELA AHRENDTS
Director February 12, 2026
Angela Ahrendts

/s/ AMRITA AHUJA
Director February 12, 2026
Amrita Ahuja

/s/ NATHAN BLECHARCZYK
Director February 12, 2026
 
Nathan Blecharczyk

/s/ KENNETH CHENAULT
Director February 12, 2026
 
Kenneth Chenault

/s/ JOSEPH GEBBIA
Director February 12, 2026
 
Joseph Gebbia

/s/ JEFFREY JORDAN
Director February 12, 2026
 
Jeffrey Jordan

/s/ ALFRED LIN
Director February 12, 2026
 
Alfred Lin

/s/ JAMES MANYIKA
Director February 12, 2026
James Manyika

86