Item 9A. Controls and Procedures
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, 2024, 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, 2024 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, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 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, 2024 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, 2024, 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.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the Company’s 2025 Proxy Statement (the “2025 Proxy Statement”) to be filed with the SEC within 120 days after December 31, 2024 in connection with the solicitation of proxies for the Company’s 2025 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 2025 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 2025 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the 2025 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the 2025 Proxy Statement.
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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 Dave Stephenson
S-1 333-250118 11/16/2020 10.19
10.21#
Employment Agreement by and between the Registrant and Aristotle Balogh
S-1 333-250118 11/16/2020 10.20
10.22#
Employment Agreement by and between the Registrant and Elinor Mertz
10-Q
001-39778 08/06/2024 10.1
10.23#
Amended and Restated Non-Employee Director Compensation Program
10-Q
001-39778
05/09/2023 10.2
10.24#
Form of Indemnification Agreement for Directors and Officers
S-1 333-250118 11/16/2020 10.25
10.25#
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
10.26#
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
10.27
Form of Capped Call Confirmation
8-K 001-39778 03/08/2021 10.1
10.28#
Form of Change in Control and Severance Agreement between the Registrant and its Executive Officers
10-Q 001-39778 05/09/2022 10.1
10.29
Revolving Credit Agreement, dated October 31, 2022, by and among the Registrant, certain subsidiaries of the Registrant, and Morgan Stanley Senior, as amended February 16, 2023
10-K
001-39778
02/17/2023 10.31
19.1
Airbnb, Inc. I nsider Trading Policy
X
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.
85
Item 16. Form 10-K Summary
None.
86
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 13, 2025
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 13, 2025
Brian Chesky
/s/ Elinor Mertz
Chief Financial Officer
(Principal Financial Officer)
February 13, 2025
Elinor Mertz
/s/ David Bernstein Chief Accounting Officer
(Principal Accounting Officer)
February 13, 2025
David Bernstein
/s/ Angela Ahrendts Director February 13, 2025
Angela Ahrendts
/s/ Amrita Ahuja Director February 13, 2025
Amrita Ahuja
/s/ Nathan Blecharczyk Director February 13, 2025
Nathan Blecharczyk
/s/ Kenneth Chenault Director February 13, 2025
Kenneth Chenault
/s/ Joseph Gebbia Director February 13, 2025
Joseph Gebbia
/s/ Jeffrey Jordan Director February 13, 2025
Jeffrey Jordan
/s/ Alfred Lin Director February 13, 2025
Alfred Lin
/s/ James Manyika Director February 13, 2025
James Manyika
87