What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-12 compared with 2025-02-13 · 251 added, 264 removed, 598 unchanged (46% of the section changed)

7 unchanged sentences

A softening of supply or demand for our current or future offerings, whether caused by events outside of our control, challenging macroeconomic and political conditions, changes in host and guest preferences, public health crises such as pandemics, and any of the other factors described in these Risk Factors and elsewhere in this Annual Report on Form 10-K, or otherwise, may result in decreased revenue and our business, results of operations, and financial condition could be materially adversely affected.

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

If we fail to retain or add hosts and guests, if hosts do not provide high-quality stays, experiences, and services, if new offerings and initiatives on our platform are unsuccessful, or if our community support functions are inadequate, our business, results of operations, and financial condition would be materially adversely affected.

Our business success is heavily reliant on both hosts and guests engaging with our platform.

Hosts must maintain and enhance their listings by offering a variety of desirable, competitively priced, and high-quality stays and experiences, while providing exceptional hospitality and timely responses to guest inquiries.

Hosts must maintain and enhance their listings by offering a variety of desirable, competitively priced, and high-quality stays, experiences, and services, while providing exceptional hospitality and timely responses to guest inquiries.

These factors are largely outside our direct control, and if hosts fail to meet these expectations, or if they choose to cross-list or list exclusively with competitors, or if we are unable to attract and retain hosts in a cost-effective manner, or at all, our revenue and business operations could be adversely affected.

Our ability to attract and retain guests is crucial and can be impacted by external factors such as pandemics, political instability, climate change, and economic downturns, as well as internal factors like competition, brand perception, and platform usability.

Additionally, our brand and reputation are critical to our success, as they influence our ability to attract and retain hosts, guests, and employees.

Our ability to attract and retain guests is crucial and can be impacted by external factors such as pandemics, natural disasters, political instability, climate change, and economic downturns, as well as business-specific factors like competition, brand perception, and platform usability.

Our brand and reputation are critical to our success, as they influence our ability to attract and retain hosts, guests, and employees.

Any negative perceptions or incidents related to safety, security, or quality could harm our public image and business operations.

Issues such as unreliable reviews, regulatory scrutiny, or negative media coverage can further damage trust within our community, materially adversely affecting our business, results of operations, and financial condition.

We continue to invest in the development of new offerings and initiatives, including innovations focused on improving our host and guest experiences;

We continue to invest in the development of new offerings and initiatives, including innovations focused on improving the experience of our hosts and guests;

however, developing and delivering these new offerings and initiatives increase our expenses and our organizational complexity, and we may experience difficulties in developing and implementing these new offerings and initiatives.

Our new offerings and initiatives have a high degree of risk, as they may involve unproven businesses with which we have limited or no prior development or operating experience.

New offerings and initiatives on our platform have a high degree of risk, as they may involve unproven businesses with which we have limited or no prior development or operating experience.

There can be no assurance that our hosts and guests will adopt or respond positively to such offerings and initiatives, that we will be able to successfully manage the development and delivery of such offerings and initiatives, or that any of these offerings or initiatives will help attract and retain users on our platform and gain sufficient market acceptance to generate sufficient revenue to offset associated expenses or liabilities.

If our new offerings and initiatives are not successful, or if we fail to provide a seamless and satisfactory experience for both hosts and guests, or if our host protection programs, including those provided through AirCover for hosts, become ineffective, our business, results of operations, and financial condition could be materially adversely affected.

If new offerings and initiatives on our platform are not successful, or if we fail to provide a seamless and satisfactory experience for both hosts and guests, or if our host protection programs, including those provided through AirCover for hosts, become ineffective, our business, results of operations, and financial condition could be materially adversely affected.

Furthermore, our growth relies on delivering high-quality support to our community, which requires significant investment in staffing, technology, infrastructure, and training.

As our global customer base expands, particularly outside of North America and Europe, we face increased pressure to provide efficient, multilingual support.

During 2025, we introduced new artificial intelligence (“AI”) features to help deliver customer support in certain countries and languages.

AI presents risks and challenges that could affect the expansion of these features, and therefore our business;

for more information, see our risk factor titled “Our use of artificial intelligence and machine learning gives risk to legal, business, and operational risks, which may result in diminished performance, regulatory scrutiny, social impacts, reputational harm, and liability arising from the use of this technology.” In addition, as our global customer base expands, particularly outside of North America and Europe, we face increased pressure to provide efficient, multilingual support.

The vast majority of our community support is performed by third-party service providers, and our reliance on third-party service providers necessitates stringent guidance and quality control to maintain satisfactory service levels.

Inadequate support or dispute resolution can harm our reputation and affect retention, leading to potential revenue reductions through refunds or coupons.

Inadequate support or dispute resolution can harm our reputation and affect retention, and may also lead to potential revenue reductions through refunds or coupons.

The cost of maintaining robust community support is expected to rise, and efforts to reduce support requests may not offset these costs, materially adversely affecting our business, results of operations, and financial condition.

If we are unable to successfully expand our global network or manage the risks presented by our business model internationally, our business, results of operations, and financial condition would be materially adversely affected.

We are a global platform with hosts in more than 220 countries and regions and over 100,000 cities and towns, and we serve a global guest community.

We operate a global marketplace connecting guests with stays, experiences, and services, collectively in over 220 countries and regions.

For the year ended December 31, 2025, 61% of our revenue was generated from listings outside of the United States.

1 unchanged sentence

however, there can be no assurance that our international expansion efforts will be successful or result in revenue growth.

Managing a global organization is difficult, time consuming, and expensive, and requires significant management attention and careful prioritization.

Managing a global organization is difficult, time consuming, and expensive, and requires

significant management attention and careful prioritization.

As such, any international expansion efforts that we may undertake may not be successful.

10 unchanged sentences

If our listings are less visible, we may need to increase paid marketing, raising costs and affecting our business, results of operations, and financial condition.

If consumers become less reliant on search engines for travel searches and instead incorporate AI and machine learning and other channels, we may not be able to optimize for searches on these emerging channels and may risk losing traffic to competitors.

If consumers become less reliant on search engines for travel searches and instead use AI apps and other channels, we may not be able to optimize for searches on these emerging channels and may risk losing traffic to competitors.

Additionally, if major platforms like Google or Apple favor their own services or other partner services, our ability to engage users via mobile app or search could be impacted.

2 unchanged sentences

Brand and Reputation Risks

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

We cannot control or predict the actions of users and third parties, such as neighbors or invitees, during stays or experiences, including actions that may compromise the safety of hosts, guests, and others.

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

We cannot control or predict the actions of users and third parties, such as neighbors or invitees, during stays, experiences, or services, including actions that may compromise the safety and security of hosts, guests, and others.

Incidents involving alleged fatalities, injuries, sexual violence, fraud, privacy invasion, property damage, and discrimination have occurred and may occur in the future, potentially leading to legal liabilities and reputational damage.

1 unchanged sentence

In addition, we do not currently and may not in the future require users to re-verify their identity following their successful completion of the initial verification process.

We conduct background checks for certain U.S.

and Indian users and we screen users against sanctions watch lists, but these are not exhaustive due to regulatory, information, and frequency limitations.

We conduct background checks in the United States and India for certain users and we screen users against sanctions watch lists, but these are not exhaustive due to regulatory, information, and frequency limitations.

We do not verify all listings for safety or compliance, relying instead on user-reported issues, which may be incomplete or inaccurate.

We have not in the past and may not in the future undertake to independently verify the safety, suitability, location, quality, compliance with Airbnb policies or standards, and legal compliance, such as fire code compliance or the presence of carbon monoxide detectors, hidden cameras or pool safety, of all our hosts’ listings or experiences.

We have not in the past and may not in the future undertake to independently verify the location, safety, or suitability of experiences for individual guests, the suitability, qualifications, or credentials of experiences hosts, or the qualifications of individual experiences guests.

We have faced civil litigation, regulatory investigations, and inquiries involving allegations related to unsafe listings, discriminatory practices, and other misconduct.

We do not independently verify the safety, suitability, location, quality, compliance with Airbnb policies or standards, and legal compliance, such as fire code compliance or the presence of carbon monoxide detectors, hidden cameras or pool safety, of all our hosts’ listings, experiences, and services.

While we have in the past independently evaluated the expertise and reputation of some experiences or services hosts to the extent possible, we generally have not and may not in the future undertake to independently verify those factors, or the location, safety, or suitability of experiences or services for individual guests, or the qualifications of individual experiences or services guests.

We have faced civil litigation, regulatory investigations, and inquiries involving allegations related to unsafe listings, discriminatory practices, and other misconduct by third parties.

Despite efforts to enhance trust and safety, we may not fully succeed, impacting public perception and platform adoption.

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

In addition, certain regions where we operate have higher reported rates of violent crime or varying safety requirements, which can lead to more safety and security incidents, and may adversely impact the adoption of our platform in those regions and elsewhere.

Further, claims have been asserted against us from our hosts, guests, and third parties for compensation due to alleged fatalities, shootings, other violent acts, carbon monoxide incidents, hidden camera incidents, accidents, injuries, assaults, theft, property damage, data privacy and data security issues, fraudulent listings, and other incidents that are caused by other hosts, guests, or third parties while using our platform.

Further, claims have been asserted against us from our hosts, guests, and third parties for compensation due to alleged fatalities, gun violence, other violent acts, carbon monoxide incidents, hidden camera incidents, accidents, injuries, assaults, theft, property damage, data privacy and data security issues, fraudulent conduct, and other incidents that are caused by other hosts, guests, or third parties while using our platform.

These claims subject us to potentially significant liability and reputational damage, increase our operating costs and could materially adversely affect our business, results of operations, and financial condition.

We have obtained some third-party insurance, which is subject to certain conditions and exclusions, for claims and losses incurred based on incidents related to bookings on our platform.

Our insurance policies, which may or may not be applicable to all claims and may not be available to us in the future on economically reasonable terms or at all, may be inadequate to fully cover alleged claims of liability, investigation costs, defense costs, and/or payouts.

Our insurance policies, which may or may not be applicable to some claims and may not be available to us in the future on economically reasonable terms or at all, may be inadequate to fully cover alleged claims of liability, investigation costs, defense costs, and/or payouts.

Even if these claims do not result in liability, we could incur significant time and cost investigating and defending against them.

1 unchanged sentence

We track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and materially adversely affect our stock price, business, results of operations, and financial condition.

We track operational metrics such as Nights and Experiences Booked, GBV, Average Daily Rate (“ADR”), active listings, active bookers, hosts, guest arrivals, greenhouse gas emissions, and other ESG metrics, which may differ from third-party estimates due to varying methodologies and assumptions.

We track operational metrics such as Nights and Seats Booked, GBV, Average Daily Rate (“ADR”), active listings, active bookers, hosts, guest arrivals, greenhouse gas emissions, and other ESG metrics, which may differ from third-party estimates due to varying methodologies and assumptions.

Our internal systems have limitations, and changes in tracking methods could lead to unexpected metric variations.

Errors in these systems may result in inaccurate data reporting.

Metrics like Nights and Experiences Booked and GBV are adjusted for cancellations and alterations that happen in the reporting period, but such cancellations and alterations can occur beyond the reporting period and can affect future metrics.

Metrics like Nights and Seats Booked and GBV are adjusted for cancellations and alterations that happen in the reporting period, but such cancellations and alterations can occur beyond the reporting period and can affect future metrics.

Calculating these operational metrics requires ongoing data collection on new offerings that are added to our platform over time.

Our business is complex, and the methodology used to calculate these metrics may require adjustments to accurately represent the full value of new offerings.

An active booker is a unique guest who has booked a stay or experience in a given time period.

An active booker is a unique guest who has booked a stay, experience, or service in a given time period.

Certain individuals may have more than one guest account and therefore may be counted more than once in our count of active bookers.

3 unchanged sentences

Inaccurate metrics or perceptions of inaccuracy could harm our reputation, affect our stock price, lead to litigation, and materially adversely affect our business, results of operations, and financial condition.

Financial and Insurance Risks

Industry, Financial, and Insurance Risks

Any decline or disruption in the travel and hospitality industries or economic downturn could materially adversely affect our business, results of operations, and financial condition.

Our financial performance is dependent on the strength of the travel and hospitality industries, which can be significantly impacted by events beyond our control such as extreme weather, natural disasters, pandemics or public health crises, economic downturns, political unrest, wars, and changes in travel-related policies.

These unpredictable events can abruptly alter consumer travel behavior, reducing demand for our platform and services, and materially adversely affecting our business, results of operations, and financial condition.

Climate change and other environmental or social pressures, as well as societal responses to the same, may exacerbate or lead to additional impacts from such events.

Macroeconomic conditions, including economic downturns, inflation, tariffs, and currency fluctuations, also influence consumer discretionary spending, which is crucial for our business.

Factors like unemployment, consumer debt, and financial market volatility can decrease consumer confidence and spending, particularly affecting leisure travel, which forms a substantial part of our business.

Economic downturns have historically reduced travel spending, and future downturns could similarly decrease demand for our platform, leading to lower bookings, increased cancellations, and reduced revenue, thereby materially adversely affecting our business, results of operations, and financial condition.

The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.

We operate in a highly competitive environment, and we face significant competition in attracting hosts and guests.

Hosts have numerous options for listing their spaces, experiences, and services, both online and offline, and often cross-list their offerings.

We compete for hosts based on factors like booking volume, platform usability, service fees, host protections, brand, and reputation.

Guests also have various options for booking accommodations, experiences, and services, and we compete on inventory uniqueness, value and all-in cost, brand and reputation, platform usability, search relevance and personalization, trust and safety, and customer support.

Our competitors include OTAs, search engines, listing and meta-search websites, hotel chains, property management companies, and online experience and service platforms.

Many competitors have advantages such as greater brand recognition, larger marketing budgets, and more resources.

They may offer a more comprehensive product experience and respond more effectively to market changes.

They may develop technological advancements that allow them to offer better products and services at a lower price.

Failure to offer or deploy new technologies as effectively as our competitors could adversely affect our business.

Industry consolidation and emerging start-ups further intensify competition, potentially impacting our growth and financial condition.

Numerous companies offer homes for booking, often cross-listed on multiple platforms, which can make our pricing appear less competitive for a number of reasons, including differences in fee structure and policies.

Some property managers and hosts encourage direct bookings, bypassing our platform, which reduces our usage.

Competitors with established consumer relationships may leverage these to enter the travel market, creating “super-apps” that integrate multiple services, potentially increasing our customer acquisition costs and affecting our competitive position.

We also face competition from search engines like Google, which can influence search traffic and promote their own travel services, potentially disintermediating our platform.

To the extent that major technology companies favor their own travel offerings or restrict our

app distribution, it could impact our ability to engage with users, materially affecting our business, results of operations, and financial condition.

Our failure to properly manage funds held on behalf of customers could materially adversely affect our business, results of operations, and financial condition.

We offer integrated payments in approximately 50 currencies to allow access to guest demand from more than 220 countries and regions and the ability for many hosts to be paid in their local currency or payment method of choice.

When a guest books and pays for a stay or experience on our platform, we hold the total amount the guest has paid until check-in, at which time we recognize our service fee as revenue and initiate the process to remit the payment to the host, which generally occurs 24 hours after the scheduled check-in, barring any alterations or cancellations, which may result in funds being returned to the guest.

Accordingly, at any given time, we hold on behalf of our hosts and guests a substantial amount of funds, which are generally held in bank deposit accounts and in U.S.

government money market funds and recorded on our consolidated balance sheets as funds receivable and amounts held on behalf of customers.

When a guest books and pays for a stay, experience, or service on our platform, we hold the total amount the guest has paid until check-in, at which time we recognize our service fee as revenue and initiate the process to remit the payment to the host, which generally occurs on the business day after the scheduled check-in, barring any alterations or cancellations, which may result in funds being returned to the guest.

Accordingly, at any given time, we hold on behalf of our hosts and guests a substantial amount of funds, which are generally held in bank deposit accounts and in money market funds and recorded on our consolidated balance sheets as funds receivable and amounts held on behalf of customers.

In certain jurisdictions, we are required to either safeguard customer funds in bankruptcy-remote bank accounts, or hold such funds in eligible liquid assets, as defined by the relevant regulators in such jurisdictions, equal to at least 100% of the aggregate amount held on behalf of customers.

12 unchanged sentences

or (vi) the number of claims under our deductibles or self-insured retentions differs from historic averages.

Our spending for insurance has increased as our business has grown and losses from covered claims have increased.

Premiums have increased as a result, and we have experienced and expect to continue to experience increased difficulty in obtaining appropriate policy limits and levels of coverage at a reasonable cost and with reasonable terms and conditions.

Our spending for insurance has increased as our business has grown.

Losses from covered claims have increased, resulting in increased premiums.

Due to the limited availability of companies insuring our risks, we have experienced and expect to continue to experience increased difficulty in obtaining appropriate policy limits and levels of coverage at a reasonable cost and with reasonable terms and conditions.

Our costs for obtaining these policies will continue to increase as our business grows and continues to evolve.

Furthermore, as our business continues to develop and diversify, we may experience difficulty in obtaining insurance coverage for new and evolving offerings, which could require us to incur greater costs and materially adversely affect our business, results of operations, and financial condition.

In relation to our Host Damage Protection program, which is a commercial guaranty agreement that provides reimbursement of up to $3 million for certain guest-caused loss or damages to a host property that are not reimbursed by the guest, we maintain a contractual liability insurance policy to provide coverage to us for losses incurred by us under the Host Damage Protection program.

Our Host Damage Protection program is a commercial guaranty agreement that provides reimbursement of up to $3 million for certain guest-caused losses or damages to a host property that are not reimbursed by the guest.

We maintain a contractual liability insurance policy to provide coverage to us for losses incurred by us under the Host Damage Protection program.

Increased frequency and severity and increased fraud could result in greater payouts, increased investigation costs, premium increases, and/or difficulty securing insurance coverage.

28 unchanged sentences

Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could materially adversely affect our business, results of operations, and financial condition, and impair our ability to satisfy our obligations under our indebtedness.

In March 2021, we issued $2.0 billion aggregate principal amount of 0% convertible senior notes due 2026 (the “2026 Notes”).

In 2021, we issued $2.0 billion aggregate principal amount of 0% convertible senior notes due March 2026 (the “2026 Notes”).

In addition, on October 31, 2022, we entered into a five-year unsecured revolving credit facility with $1.0 billion of initial commitments from a group of lenders (“2022 Credit Facility”).

42 unchanged sentences

The accounting for our business is subject to change based on the evolution of our business model, interpretations of relevant accounting principles, enforcement of existing or new regulations, and changes in policies, rules, regulations, and interpretations of accounting and financial reporting requirements of the SEC or other regulatory agencies.

Adoption of a change in accounting principles or interpretations

could have a significant effect on our reported results of operations and could affect the reporting of transactions completed before the adoption of such change.

Adoption of a change in accounting principles or interpretations could have a significant effect on our reported results of operations and could affect the reporting of transactions completed before the adoption of such change.

It is difficult to predict the impact of future changes to accounting principles and accounting policies over financial reporting, any of which could adversely affect our results of operations and financial condition and could require significant investment in systems and personnel.

11 unchanged sentences

For example, a natural disaster, power outage, connectivity issue, or other event may impact our employees’ ability to work remotely.

In addition, members of our workforce who work remotely may not have access to technology that is as robust as that in our offices, which could cause the networks, information systems, applications, and other tools available to those remote workers to be more limited or less reliable than in our offices.

We are also exposed to risks associated with the locations of remote workers, including compliance with local laws and regulations or exposure to compromised internet infrastructure.

5 unchanged sentences

Any of these operational challenges or tax implications resulting from our Live and Work Anywhere policy may materially adversely affect our business, results of operations, and financial condition.

Industry, Economic and Market Risks

Industry and Climate Risks

Any decline or disruption in the travel and hospitality industries or economic downturn could materially adversely affect our business, results of operations, and financial condition.

Climate change and other environmental or social pressures, as well as societal responses to same, may exacerbate or lead to additional impacts from such events.

For more information, see our risk factor titled “We are subject to risks associated with the physical impacts of climate change as well as various efforts to transition to a low-carbon society.”

Macroeconomic conditions, including economic downturns, inflation, tariffs, and currency fluctuations, also influence consumer discretionary spending, which is crucial for our business.

The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.

We operate in a highly competitive environment, and we face significant competition in attracting hosts and guests.

Hosts have numerous options for listing their spaces and experiences, both online and offline, and often cross-list their offerings.

We compete for hosts based on factors like booking volume, platform usability, service fees, host protections, and brand and reputation.

Guests also have various options

for booking accommodations and experiences, and we compete on inventory uniqueness, value and all-in cost, brand and reputation, platform usability, search relevance and personalization, trust and safety, and customer support.

Our competitors include OTAs, search engines, listing and meta-search websites, hotel chains, property management companies, and online experience platforms.

Many competitors have advantages such as greater brand recognition, larger marketing budgets, and more resources.

They may offer a more comprehensive product experience and respond more effectively to market changes.

They may develop technological advancements that allow them to offer better products and services at a lower price.

Failure to offer or deploy new technologies as effectively as our competitors could adversely affect our business.

Industry consolidation and emerging start-ups further intensify competition, potentially impacting our growth and financial condition.

Some property managers and hosts encourage direct bookings, bypassing our platform, which reduces our usage.

We also face competition from search engines like Google, which can influence search traffic and promote their own travel services, potentially disintermediating our platform.

If major technology companies favor their own travel offerings or restrict our app distribution, it could impact our ability to engage with users, materially affecting our business, results of operations, and financial condition.

Climate, Economic, and Market Risks

We are subject to risks associated with the physical impacts of climate change as well as various efforts to transition to a low-carbon society.

2 unchanged sentences

Climate change is expected to increase the frequency and severity of certain such events, as well as contribute to chronic changes (such as changes to meteorological and hydrological patterns) that may also impact the behaviors of guests and hosts or infrastructure on which we rely.

Growing awareness of climate and other environmental or social pressures, including over-tourism, has also prompted responses by various actors in society, which may adversely impact the travel and hospitality industries and demand for our platform and services, whether due to the imposition of policies and regulations or changing societal attitudes towards travel.

Growing awareness of climate and other environmental or social pressures, including over-tourism, has also prompted responses by various groups, which may adversely impact the travel and hospitality industries and demand for our platform and services, whether due to the imposition of policies and regulations or changing societal attitudes towards travel.

For example, both we and hosts are increasingly subject to regulatory requirements related to climate-related considerations, and any additional regulations may require increased costs or attention for compliance.

Our platform and services may also be adversely impacted to the extent travel behavior or other societal expectations shift in response to climate considerations, including if we do not successfully navigate stakeholder expectations regarding our own response to climate change.

Economic and Market Risks

Our platform and services may also be adversely impacted to the extent travel behavior or other societal expectations shift in response to climate considerations, including if we do not successfully navigate evolving stakeholder expectations regarding our own response to climate change.

We may experience significant fluctuations in our results of operations, which make it difficult to forecast our future results.

Our results of operations can vary significantly and are not necessarily indicative of future performance due to seasonal fluctuations and other factors.

We experience seasonality in our Nights and Experiences Booked and GBV, and seasonality in Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) that is consistent with seasonality of our revenue, which has historically been, and is expected to continue to be, highest in the third quarter when we have the most check-ins as it is the peak travel season for North America and EMEA.

Revenue is recognized upon check-in, and as our business evolves, seasonal trends may change.

Our business is seasonal, reflecting typical global travel patterns, with the peak travel season occurring in the third quarter across North America and EMEA.

We experience seasonality in our Nights and Seats Booked, GBV, Adjusted EBITDA and FCF.

Holiday timing and other events can also shift quarterly performance.

As our business evolves, seasonal trends may change.

In addition, our results of operations may fluctuate as a result of a variety of other factors, some of which are beyond our control, including:

18 unchanged sentences

Generally speaking, a strong U.S.

dollar can negatively impact our revenue, as approximately 54% of our revenue in 2024 was in non-U.S.

dollar can negatively impact our revenue, as approximately 54% and 56% of our revenue in 2024 and 2025, respectively, were in non-U.S.

dollar currencies.

We also face foreign exchange risk with certain assets, like cash balances held for hosts and guests, affecting our financial results through currency remeasurement and translation.

We also face foreign exchange risk with certain assets, like cash balances held for hosts, affecting our financial results through currency remeasurement and translation.

Our platform allows guests to pay in their preferred currency, which may differ from the host's payment currency, leading to currency risk due to timing differences.

6 unchanged sentences

We are subject to evolving global tax regimes, which could materially adversely affect our business, results of operations, and financial condition.

For example, the U.S.

Inflation Reduction Act (the “IRA”) introduced a corporate alternative minimum tax and an excise tax on stock repurchases.

In the year ended December 31, 2024, we accrued approximately $95 million of corporate alternative minimum tax, and approximately $20 million of excise tax on stock repurchases.

Additionally, the U.S.

1 unchanged sentence

Many countries in Europe, as well as a number of other countries and states, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries and states where we do business or require us to change the manner in which we operate our business.

For example, in Italy, a law enacted in 2017 purports 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.

For example, Italy passed a law in 2017, 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.

In December 2023, without admitting any liability, Airbnb Ireland signed an agreement with the Italian Revenue Agency in settlement of the 2017-2021 audit periods for an aggregate payment of 576 million Euro ($621 million).

Additionally, 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).

Such agreements settle a dispute about Airbnb Ireland’s obligations to withhold and remit host income tax, including taxes, interest, and penalties, for those relevant periods.

Airbnb’s subsidiary in Italy and Airbnb Ireland continue to be, or could in the future be, subject to tax audits in Italy, including in relation to permanent establishment, transfer pricing, withholding obligations, and tourist taxes.

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 signed a similar agreement in settlement of the 2023 audit period for an aggregate payment of 179 million Euro ($186 million).

Such agreements settled the dispute about Airbnb Ireland’s obligations to withhold and remit host income tax, including taxes, interest, and penalties, for those relevant periods.

Airbnb Ireland commenced withholding on host payments related to Italian listings in 2024.

However, Airbnb’s subsidiary in Italy and Airbnb Ireland continue to be, or could in the future be, subject to tax audits in Italy, including in relation to permanent establishment, transfer pricing, withholding obligations, and tourist taxes.

Such audits could result in the imposition of additional potentially significant prior and future tax obligations.

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

Our effective tax rate and cash tax payments could increase in future years as a result of these changes.

federal and state governments, countries in the European Union, and a number of other countries and organizations such as the Organization for Economic Cooperation and Development (the “OECD”), are actively considering changes to existing tax laws that could increase our tax obligations in jurisdictions where we do business.

For example, the 15% global minimum tax under Pillar Two of the OECD Base Erosion and Profit Shifting (“BEPS”) Project could increase our overall taxes and have a materially adverse impact on our business, results of operations, and financial conditions.

The European Commission is also conducting investigations into preferential tax treatments, which may lead to changes in how our foreign operations are taxed.

13 unchanged sentences

taxable income that could result in additional income tax expense and cash tax liability of $1.3 billion, plus penalties and interest, which exceeds our current reserve recorded in our consolidated financial statements by more than $1.0 billion.

We disagree with the proposed adjustment and intend to vigorously contest it.

We strongly disagree with the proposed adjustment and intend to vigorously contest it.

In January 2022, we entered into an administrative dispute process with the IRS Independent Office of Appeals (“IRS Appeals”) regarding the proposed adjustment.

3 unchanged sentences

In July 2024, we petitioned the U.S.

Tax Court (“Tax Court”) for redetermination, and if necessary, we will appeal the Tax Court’s decision to the

appropriate appellate court.

If the IRS prevails in the assessment of additional tax due based on its position and such tax and related interest and penalties, if any, exceeds our current reserves, such outcome could have a material adverse impact on our financial position and results of operations, and any assessment of additional tax could require a significant cash payment and have a material adverse impact on our cash flow.

Tax Court (“Tax Court”) for redetermination, and if necessary, we will appeal the Tax Court’s decision to the appropriate appellate court.

If the IRS prevails in the assessment of additional tax due based on its position and such tax and

related interest and penalties, if any, exceeds our current reserves, such outcome could have a material adverse impact on our financial position and results of operations, and any assessment of additional tax could require a significant cash payment and have a material adverse impact on our cash flow.

Uncertainty in the application of taxes to our hosts, guests, or platform could increase our tax liabilities and may discourage hosts and guests from conducting business on our platform.

5 unchanged sentences

These taxes could raise costs for hosts and guests, discourage platform use, and reduce revenue.

For example, we recorded approximately $53 million in expense related to digital service taxes relating to prior periods as a result of refining our interpretation of the law as it applies to us.

Additionally, we recorded $18 million of lodging tax expense in a particular jurisdiction over uncertainty as to how a new law applies to us.

Compliance with tax reporting may require disclosing personal data, risking privacy concerns and regulatory actions.

4 unchanged sentences

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

While federal net operating loss carryforwards generated on or after January 1, 2018 are not subject to expiration, the deductibility of such net operating loss carryforwards is limited to 80% of our taxable income for taxable years beginning on or after January 1, 2021.

Utilization of our net operating loss carryforwards depends on our future taxable income, and there is a risk that some of our existing net operating loss carryforwards and tax credits could expire unused (to the extent subject to expiration) and be unavailable to offset future taxable income, which could materially adversely affect our results of operations and financial condition.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by significant stockholders or groups of stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change taxable income or income tax liabilities may be limited.

federal net operating loss carryforwards generated on or after January 1, 2018 are not subject to expiration, the deductibility of such net operating loss carryforwards is limited to 80% of our taxable income for taxable years beginning on or after January 1, 2021.

Utilization of our net operating loss carryforwards and other tax attributes, such as the federal research tax credit, depends on our future taxable income, and there is a risk that some of our existing net operating loss carryforwards and tax credits could expire unused (to the extent subject to expiration) and be unavailable to offset future taxable income, which could materially adversely affect our results of operations and financial condition.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by significant stockholders or groups of stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, to offset its post-change taxable income or income tax liabilities may be limited.

Similar rules may apply under state tax laws.

3 unchanged sentences

Compliance with Laws and Regulations, Litigation and Disputes

We are subject to a wide variety of laws, regulations , and rules applicable to short-term rental, long-term rental, and home sharing businesses, or that govern our business practices, including among others, e-commerce, data privacy, payment services, advertising, consumer protection, employment, and commercial practices.

Such laws and regulations are complex, evolving, and sometimes inconsistent and have limited and may continue to limit the ability or willingness of new or existing hosts to share their spaces through our platform.

We are subject to a wide variety of laws, regulations , and rules applicable to short-term rental, experiences, services, long-term rental, and home sharing businesses, or that govern our business practices, including among others, e-commerce, data privacy and cybersecurity, artificial intelligence, payment services, advertising, consumer protection, employment, licensing requirements, and commercial practices.

Such laws and regulations are complex, evolving, and sometimes inconsistent and have limited and may continue to limit the ability or willingness of new or existing hosts to list on our platform.

These regulations may expose our users or us to regulatory inquiries, litigation, and/or other disputes and to potentially significant liabilities, including taxes, compliance costs, fines, and criminal or other penalties, which have had and could continue to have a material effect on our business, results of operations, and financial condition.

Hosts list, and guests search for, stays and experiences on our platform in more than 220 countries and regions across the globe.

There are national, state, local, and foreign laws and regulations in jurisdictions that relate to or affect our business and, since we began our operations in 2008, there have been and continue to be legal and regulatory developments and inconsistent or ambiguous interpretations among local, regional, or national laws or regulations that affect the short-term rental, experiences, long-term rental, and home sharing business.

These laws and regulations may impact the ability of hosts to list properties entirely and/or may limit the location and/or duration of stays permitted, or may establish other conditions upon which they are allowed to host.

In addition, regulations may require that we, rather than local, state or national regulatory enforcement agencies, limit hosts’ ability to list within those requirements.

Hosts list, and guests search for, stays experiences, and services on our platform in more than 220 countries and regions across the globe.

These laws and regulations may impact the ability of hosts to list entirely and/or may limit the location and/or duration of stays permitted, the nature of experiences or services provided, or may establish other conditions upon which they are allowed to host.

Additionally, regulations may require that we, in addition to local, state, or national regulatory enforcement agencies, implement tools that limit hosts’ ability to list within those requirements.

Compliance Costs

2 unchanged sentences

Environmental, health, and safety requirements have also become increasingly stringent, and our costs, and our hosts’ costs, to comply with such requirements may increase as a result.

The complexity of our platform and changes required to comply with the large number of varying

requirements can lead to constraints on supply as well as compliance gaps.

Additionally, unclear and changing laws can deter hosts and guests from using our platform, reduce supply and demand, and increase litigation risks, adversely affecting our business.

The complexity of our platform and changes required to comply with the large number of varying requirements can lead to constraints on supply as well as compliance gaps.

Additionally, unclear and changing laws can deter hosts and

guests from using our platform, reduce supply and demand, and increase litigation risks, adversely affecting our business.

Failure or delays in complying with laws, even if unclear or in dispute, could subject us to penalties, including fines, business disruption, and site blocking.

4 unchanged sentences

Additional regulations could necessitate significant platform changes, discouraging use and increasing scrutiny and liability.

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

Violation of these laws could subject the company to fines and penalties, including in some cases, criminal penalties.

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

Violation of these laws could subject us to fines and penalties, including in some cases, criminal penalties, and requirements to change our business practices.

Regulatory Developments

Hotels and groups affiliated with hotels have engaged and will likely continue to engage in various lobbying and political efforts for stricter regulations governing our business in both local and national jurisdictions.

Additionally, private groups, such as homeowners and neighborhood associations, may adopt contracts or regulations that purport to ban or otherwise restrict the ability of hosts to list their spaces.

In some jurisdictions, regulations imposing restrictions on short-term rentals are increasingly fragmented at the local level, leading to increased compliance burden.

These efforts, along with existing and potential new laws, could restrict short-term rentals, impose registration requirements and other limits to hosts’ ability to list, and lead to significant fines and liabilities, materially affecting our platform's operations and financial condition.

For instance, EU Member State laws pertaining to the recently enacted EU STR Regulation will require additional compliance efforts, potentially discouraging and prohibiting current and potential hosts from listing properties.

These efforts, along with existing and potential new laws, could restrict short-term rentals, impose registration requirements and other limits on hosts’ ability to list, and lead to significant fines and liabilities, materially affecting our operations and financial condition.

For instance, the EU Short-Term Rental Regulation (“EU STR Regulation”), which intends to enhance and harmonize transparency, listing registration, and reporting requirements for short-term rental platforms, will enter into force in May 2026 and will require additional compliance efforts such as steps to enhance the transparency of certain host information on the platform, and reporting and data sharing to local authorities (e.g.

host information;

length of stay and number of guests), potentially discouraging and prohibiting current and potential hosts from listing properties.

As another example, the City of New York has effectively banned short-term rentals, and this has led to similar restrictions being considered throughout the State of New York.

If other geographies emulate these regulations, it could have a material adverse effect on our business and financial condition.

To the extent that other geographies emulate these regulations, it could have a material adverse effect on our business and financial condition.

We face ongoing disputes with government agencies over regulations, which may result in fines and operational changes.

Some jurisdictions have imposed or may seek to impose taxes and licensing requirements on our platform and failure to comply could lead to penalties.

For example, in 2025, the Spanish Ministry of Consumer Affairs proposed to assess a fine of approximately 65 million Euro ($76 million) in connection with alleged non-compliance with short-term rental listing regulations in Spain.

We have resolved some disputes by agreeing to remove listings or share data with authorities.

From time to time, we attempt to defend against application of laws and regulations that limit hosts’ or guests’ ability or willingness to list and search for accommodations, but have sometimes been and may continue to be unsuccessful in certain of those efforts.

Increased regulatory interest in technology companies, particularly regarding AI, data privacy, competition, and sustainability, could lead to further compliance challenges.

Increased regulatory interest in technology companies, particularly regarding AI, data privacy, consumer protection, competition, pricing, and sustainability, could lead to further compliance challenges.

New or changing laws could impose significant costs and liabilities, affecting our business operations and financial condition.

Our attempts to influence legislation face uncertainty and may divert resources from core operations.

Regulatory Inquiries, Litigation & Disputes

We are frequently involved in legal and regulatory claims, including government inquiries and litigation related to short-term rentals, taxes, consumer protection, payment services, insurance, and data privacy.

These proceedings are complex, costly, and time-consuming, requiring significant resources and potentially leading to fines, penalties, and operational changes.

Regulatory Inquiries, Litigation, and Disputes

We are frequently involved in legal and regulatory claims, including government inquiries, oversight engagements with regulators, and litigation related to short-term rentals, taxes, consumer protection, payment services, insurance, and data privacy.

These proceedings and engagements are complex, costly, and time-consuming, requiring significant resources and potentially leading to fines, penalties, product rollout delays and changes, and operational changes.

As our business grows, the number and complexity of these claims are expected to increase, potentially impacting our brand and financial condition.

5 unchanged sentences

laws such as the Digital Millennium Copyright Act (“DMCA”), the Stored Communications Act, and the Communications Decency Act (“CDA”), and non-U.S.

laws such as the Digital Services Act (“DSA”), the EU STR Regulation, and the European E-Commerce Directive and their national transpositions are interpreted by the courts or if they are otherwise modified or amended, as our platform and services to our hosts and guests continue to expand, and as we expand geographically into jurisdictions where the underlying laws with respect to the potential liability of online intermediaries such as ourselves are either unclear or less favorable.

jurisdictions where the laws with respect to the potential liability of online intermediaries such as ourselves are either unclear or less favorable.

We also face intellectual property disputes and indemnification obligations, which could lead to further litigation.

10 unchanged sentences

States have also adopted legislation defining and prohibiting unfair methods of competition, and unfair or deceptive acts and practices in the business of insurance that may apply to insurance agencies.

Noncompliance with any of such state statutes may subject us to regulatory action by the relevant state insurance regulator, and, in certain states, private litigation.

Non-compliance with any of such state statutes may subject us to regulatory action by the relevant state insurance regulator, and, in certain states, private litigation.

In addition, we cannot predict the impact that any new laws, rules, or regulations, or unfavorable changes in or interpretations of existing laws, rules, or regulations, may have on our business and financial results.

2 unchanged sentences

Similarly, travel insurance products are subject to extensive regulation and supervision by the applicable regulators in the United Kingdom, Canada, Australia, and the European Union.

The failure to comply with applicable state and foreign laws and regulations could result in fines, investigations and/or civil or criminal proceedings against us by governmental agencies and/or consumers which, if material, could adversely affect our business, results of operations, and financial condition.

The failure to comply with applicable state and foreign laws and regulations could result in fines, investigations, and/or civil or criminal proceedings against us by governmental agencies and/or consumers which could materially adversely affect our business, results of operations, and financial condition.

Additionally, insurance carriers with which we place business are subject to regulations, which may affect how we conduct our operations.

5 unchanged sentences

foreign exchange;

data privacy, and data security;

data privacy, data security, and cybersecurity;

banking secrecy;

10 unchanged sentences

Maintaining robust internal controls is essential to comply with these regulations, and failure to do so could result in reputational damage and substantial penalties.

Airbnb Ireland Unlimited Company (“AIUC”) and Airbnb UK Services Limited (“AUKSL") each operate as an “appointed representative” and utilize the license of regulated third parties (“principal firms”) to:

(i) in the case of AIUC, act as a credit broker (presenting regulated third party consumer credit products to UK customers);

and (ii) in the case of AUKSL, distribute guest travel insurance and host and experiences liability insurance.

We are reliant on the principal firms to continue to permit us to use their licenses to offer or distribute these services/products and they can cancel our agreement, with notice, at any time, which could have an adverse impact on these revenue streams if we were unable to find suitable replacement principal firms.

If we were found to have breached the terms of our agreement with the principal firms and/or breached regulatory requirements applicable to us, for example, by misrepresenting credit products to UK consumers, despite our not holding the licenses to perform these activities, we could nevertheless be liable to penalties imposed by the UK regulators.

This could potentially also impact the UK licenses from the Financial Conduct Authority other of our group entities do currently hold (see Payments Regulation below).

Airbnb UK Services Limited (“AUKSL") operates as an “appointed representative” and utilizes the license of a regulated third party (“principal firm”) to distribute:

(i) guest travel insurance;

and (ii) host and experiences liability insurance.

We are reliant on the principal firm to continue to permit us to use their license to offer or distribute these products and they can cancel our agreement, with notice, at any time, which could have an adverse impact on these revenue streams if we were unable to find a suitable replacement principal firm.

If we were found to have breached the terms of our agreement with the principal firm and/or breached regulatory requirements applicable to us, for example, by misrepresenting insurance products to UK consumers, despite our not holding the licenses to perform these activities, we could nevertheless be liable to penalties imposed by the UK regulators.

This could potentially also impact the UK license from the Financial Conduct Authority which another group entity holds (see Payments Regulation below).

Payments Regulation

2 unchanged sentences

Compliance involves handling customer funds, record-keeping, and reporting, with potential licensing needs in unlicensed states due to regulatory changes.

Airbnb Payments Luxembourg SA (“APLux”) operates as a licensed payments institution across the EEA from Luxembourg, while Airbnb Payments UK Limited (“APUK”) is licensed as an electronic money institution (“EMI”) providing payment services from the United Kingdom.

Compliance with EEA and UK regulations, such as the EU Digital Operational Resilience Act Regulation, the Luxembourg implementation of the EU Second Payment Services Directive (“PSD2”) and the UK's Payment Services Regulations 2017 (“UK PSR”), involves complex and

potentially onerous requirements, including operational and payment security and strong customer authentication, which may increase compliance costs, raise risk of non-compliance, and impact the ease of usage of the payment features of the platform.

Additionally, the proposed EU Third Payment Services Directive (“PSD3”) and proposed regulation on the same (“EU PSR”) will include amendments to strong customer authentication and anti-fraud obligations amongst other day-to-day requirements.

The United Kingdom is also considering areas for reform for its payment services regime, including information requirements regarding currency conversion charges, and notice provisions for the termination of customer contracts.

When these proposed measures are finalized and in-force, they may increase our compliance costs and require additional resources as well as changes to our processes and operations.

Airbnb Payments Luxembourg SA (“APLux”) operates as a licensed payments institution across the European Economic Area (“EEA”) from Luxembourg, Airbnb Payments UK Limited (“APUK”) is licensed as an electronic money institution (“EMI”) providing payment services from the United Kingdom, and Airbnb Payments Canada Inc.

is registered as a payment service provided (“PSP”) in Canada.

Compliance with EEA, UK, and Canadian regulations, such as the EU Digital Operational Resilience Act Regulation, the Luxembourg implementation of the EU Second Payment Services Directive (“PSD2”), the UK's Payment Services Regulations 2017 (“UK PSR”), and Canada’s Retail Payment Activities Act (“RPAA”), involves complex and potentially onerous requirements, including ICT risk and operational-resilience and payment security and strong customer authentication, which may increase compliance costs, raise risk of non-compliance, and impact the ease of usage of the payment features and of our platform.

From time to time, we apply for licenses in new jurisdictions, which subject us to additional compliance requirements and regulatory scrutiny.

In unclear regulatory environments, we partner with local banks and processors, but may face restrictions from local regulators or need additional licenses or approvals.

Obtaining and maintaining compliance with global licensing and regulatory requirements incurs significant costs and operational changes, with potential fines or other enforcement actions for violations.

Obtaining and maintaining compliance with global licensing and regulatory requirements causes us to incur significant costs and operational changes, with potential fines or other enforcement actions for violations.

These challenges could delay or restrict our services, affecting our business, results of operations, financial condition, and future prospects.

5 unchanged sentences

Consumer protection laws could also be violated inadvertently, for example as a result of technical bugs.

Violations of consumer protection laws could lead to fines, penalties, and changes in business practices, incurring substantial costs.

Violations of consumer protection laws could lead to fines, penalties, and changes in business practices, causing us to incur substantial costs.

State attorneys general and other officials can enforce federal consumer protection laws, and various agencies can conduct investigations that may result in significant penalties.

In the United Kingdom and Luxembourg, payments-related consumer protection laws apply to APUK and APLux, and EU regulators may impose additional local requirements, including on our local banks and processors, potentially increasing costs or delaying business expansion in EU countries.

We also issue gift cards in the United States, United Kingdom, European Union and many other jurisdictions, which are subject to consumer protection laws, and may face additional regulations if we expand these services.

In the United Kingdom and Luxembourg, payments-related consumer protection laws apply to APUK and APLux, and EU regulators may impose additional local requirements, including on our local banks and processors, potentially increasing our costs or delaying business expansion in EU countries.

We also issue gift cards in the United States, United Kingdom, European Union, and many other jurisdictions, which are subject to consumer protection laws, and we may face additional regulations if we expand these services.

Additionally, our payment services are subject to U.S.

1 unchanged sentence

Non-compliance could result in financial penalties.

See our risk factor on data privacy and security compliance for more details.

See our risk factor on data privacy and cybersecurity compliance for more details.

Anti-Money Laundering and Counter-Terrorist Financing

We are subject to various AML and CTF laws and regulations around the world, including the BSA and the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (the “MLRs”).

We are subject to various AML and CTF laws and regulations around the world, including the Bank Secrecy Act (“BSA”) and the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (the “MLRs”).

Among other things, the BSA and MLRs require money services businesses (including money transmitters like Airbnb Payments) to implement risk-based AML and CTF programs, report suspicious transactions or activities, and maintain transaction records.

2 unchanged sentences

Regulators may demand enhancements to our compliance programs, including customer identity verification and transaction monitoring.

In the United Kingdom and European Union, stricter AML regulations could increase compliance costs and operational challenges and/or require us not to provide services to certain clients, potentially reducing business.

In the United Kingdom and European Union, stricter AML regulations could increase our compliance costs and operational challenges and/or require us not to provide services to certain clients, potentially reducing business.

Non-compliance with local laws implementing EU directives could result in fines up to 10% of APLux’s annual revenue, and similar penalties apply to APUK under the MLRs.

The EU has agreed and adopted a comprehensive package of measures to reform the primary AML, CTF legislation across all EU 27 Member States (the package together is known as “MLD6”).

This means that APLux will need to undertake a detailed impact assessment to the required uplifts to existing policies and procedures.

This will likely result in material changes to the day to day AML and CTF operating procedures of APLux and material divergence between the AML and CTF rules applicable to APUK in the UK and those applicable to APLux, bringing with it increased costs and the regulatory enforcement risks (such as fines, censures and potentially the suspension or removal of regulatory licenses or controls placed on APLux’s ability to onboard new customers) associated with designing compliance with a nascent regime.

The EU has agreed and adopted a comprehensive package of measures to reform the primary AML and CTF legislation across all EU 27 Member States (the package together is known as “MLD6”).

APLux will need to undertake required uplifts to existing policies and procedures.

This will result in material changes to the day to day AML and CTF operating procedures of APLux and material divergence between the AML and CTF rules applicable to APUK in the UK and those applicable to APLux, resulting in increased costs and regulatory enforcement risks associated with designing compliance with a nascent regime.

We are subject to governmental economic and trade sanctions laws and regulations that limit the scope of our offerings.

3 unchanged sentences

Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Council of the European Union, the Office of Financial Sanctions Implementation of His Majesty’s Treasury in the United Kingdom (“OFSI”), and Luxembourg's Ministry of Finance.

These sanctions restrict transactions or dealings with certain countries, regions, and governments, and certain individuals or entities, such as those operating,

organized, or resident in certain countries or regions or those listed on OFAC’s List of Specially Designated Nationals and Blocked Persons.

These sanctions restrict transactions or dealings with certain countries, regions, and governments, and certain individuals or entities, such as those operating, organized, or resident in certain countries or regions or those listed on OFAC’s List of Specially Designated Nationals and Blocked Persons.

Future sanctions in key business areas could materially impact our business, results of operations, and financial condition.

To comply, we maintain and regularly update internal controls and report to OFAC, OFSI, and Luxembourg authorities on blocked or rejected payments and potential violations.

Despite having these controls in place, there is a risk that we might inadvertently engage in transactions inconsistent with applicable sanctions laws.

These controls do not guarantee that transactions inconsistent with applicable sanctions laws will not occur.

Any breaches or investigations could lead to claims or actions against us, affecting our business, results of operations, and financial condition.

6 unchanged sentences

Payment networks may also change rules, causing operational disruptions and compliance challenges.

Even with compliance, we cannot guarantee the maintenance of our card acceptance privileges or the prevention of data or security breaches, illegal or improper use of our payments platform, or the theft, loss, or misuse of card data or the maintenance of card acceptance privileges.

We cannot guarantee the maintenance of our card acceptance privileges or the prevention of data or security breaches, illegal or improper use of our payments platform, or the theft, loss, or misuse of card data or the maintenance of card acceptance privileges.

We are also subject to network operating rules and guidelines promulgated by the National Automated Clearing House Association (“NACHA”) relating to payment transactions we process using the Automated Clearing House (“ACH”) Network, which may change and result in costly compliance measures.

Failure to comply with these standards could result in losing our payment card acceptance privileges, materially affecting our business, results of operations, and financial condition.

Failure to comply with these standards could result in losing our payment card acceptance privileges, materially adversely affecting our business, results of operations, and financial condition.

Avoiding regulation under the Investment Company Act may adversely affect our operations.

6 unchanged sentences

Evolving focus on environmental, social, and governance issues by shareholders, customers, regulators, politicians, employees, and other stakeholders may impose additional risks and costs on our business.

ESG matters are an area of growing and evolving focus among our shareholders and other stakeholders, including customers, employees, regulators, politicians, and the general public in the United States and abroad.

Companies like Airbnb face heightened expectations regarding matters such as environmental sustainability, diversity, human rights, and data privacy.

There continues to be scrutiny on climate change, environmental sustainability, human capital, human rights, data privacy and other ESG matters among our shareholders and other stakeholders, including customers, employees, regulators, politicians, and the general public in the United States and abroad.

Companies like Airbnb face heightened expectations regarding such matters due to our size and geographical reach, as well as our brand recognition and public commitments.

We engage in various initiatives to serve our stakeholders in these and other areas, and to respond to stakeholder expectations regarding ESG, but such initiatives can be costly and may not have the desired effect.

For example, many ESG initiatives (including related metrics and targets) are based on methodologies, standards, and data that are still evolving or are subject to variable interpretation;

as with other companies, our approach to such matters evolves, and we cannot guarantee that our approach, either now or in future, will align with the expectations or preferences of any particular stakeholder or that certain disclosures will not be considered erroneous or subject to misinterpretation.

as with other companies, our approach to such matters evolves, including as a result of changes in technology, stakeholder responses, or other factors that may be in or out of our control.

We cannot guarantee that our approach, either now or in future, will align with the expectations or preferences of any particular stakeholder or that certain disclosures will not be considered erroneous or subject to misinterpretation.

Moreover, stakeholders have varying and sometimes conflicting perceptions of ESG matters.

Both advocates and opponents of various issues are increasingly resorting to activism (including media campaigns and litigation) to advocate for their positions.

Responding to such issues involves inherent costs, and any failure to successfully navigate stakeholder expectations could negatively impact our business, results of operations, financial condition, and stock price.

The regulatory landscape for ESG issues is also rapidly evolving, and various policymakers, including the European Union and State of California, among others, have adopted (or are considering adopting) requirements for climate- or other ESG-related disclosures or other actions.

Responding to such issues involves inherent costs, and any failure to successfully navigate stakeholder expectations could have a material adverse effect on our business, results of operations, and financial condition.

We may face risks related to sustainability reporting obligations under the evolving regulatory landscape in the European Union.

Specifically, the Corporate Sustainability Reporting Directive (“CSRD”) and the Corporate Sustainability Due Diligence Directive (“CSDDD”) impose stringent requirements on companies to disclose detailed information regarding their ESG practices.

Furthermore, the transposition of the CSRD by EU member states will also impact the scope of these requirements.

Many member states have not yet transposed the directive, adding another layer of uncertainty to compliance efforts.

Additionally, the EU's Omnibus Simplification Package introduces further complexity and uncertainty in the European Union.

Compliance involves significant expenses and resources, with risks of errors in implementing necessary changes.

These requirements are not uniform, and may not be interpreted or applied uniformly, which may increase the cost and complexity of compliance, as well as any related risks.

Various of our suppliers and other stakeholders are subject to similar risks, which may exacerbate, or create additional, risks on such matters.

We have been, and may in the future be, subject to claims that we or others violated certain third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our business, results of operations, and financial condition.

For example, the EU Corporate Sustainability Reporting Directive (“CSRD”) imposes stringent requirements on in scope companies to disclose detailed information.

We may also face risks as a result of the application of existing and new rules concerning greenwashing, particularly in the EU, where those new rules will amend existing consumer protection laws in relation to environmental claims made by companies.

These requirements may not be interpreted or applied uniformly, which may increase the cost and complexity of compliance, as well as any related risks.

Various of our suppliers and other stakeholders are subject to similar risks, which may exacerbate, or create additional, risks related to such matters.

From time to time we are subject to claims that we or others violated certain third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our business, results of operations, and financial condition.

The Internet and technology industries frequently face litigation over intellectual property rights, including allegations of infringement or misappropriation.

We may encounter claims from third parties, including practicing and non-practicing entities, asserting that our platform, technologies, or branding infringe on or misappropriate their intellectual property rights.

We face claims from third parties, including practicing and non-practicing entities, asserting that our platform,

technologies, or branding infringe on or misappropriate their intellectual property rights.

These claims can be costly and time-consuming to address, potentially diverting management's attention and resources.

12 unchanged sentences

• under certain circumstances we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding in advance of its final disposition, except that our obligation to provide advancement to such directors or officers is contingent upon their agreement to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

• we may, in our discretion, (i) indemnify employees and agents in those circumstances where indemnification is permitted by applicable law, and (ii) advance expenses, as incurred, to our employees and agents in connection with defending a proceeding in advance of its final disposition, contingent on such employees’ or agents’ agreement to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

• we are bound by any existing indemnification agreements for employees or agents;

8 unchanged sentences

We have implemented policies, procedures, systems, and controls designed to ensure compliance with applicable laws and to discourage corrupt practices by our employees, consultants, and agents, and to identify and address potentially impermissible transactions under such laws and regulations;

existing and future safeguards, including training and compliance programs to discourage corrupt practices by such parties, may not prove effective, and we cannot ensure that all such parties, including those that may be based in or from countries where practices that violate U.S.

however, we cannot guarantee the efficacy of our existing and future safeguards, including training and compliance programs to discourage corrupt practices by such parties, and we cannot ensure that all such parties, including those that may be based in or from countries where practices that violate U.S.

or other laws may be customary, will not take actions in violation of our policies, for which we may be ultimately responsible.

Additional compliance requirements may require us to revise or expand our compliance programs, including the procedures we use to monitor international and domestic transactions.

Failure to comply with any of these laws and regulations may result in extensive internal or external investigations as well as significant financial penalties and reputational harm, which could materially adversely affect our business, results of operations, and financial condition.

Failure to comply with any of these laws and regulations may result in extensive

internal or external investigations as well as significant financial penalties and reputational harm, which could materially adversely affect our business, results of operations, and financial condition.

Technology, Data and Cybersecurity Risks

Technology, Data Security and Cybersecurity

Compliance with federal, state, and foreign laws relating to data privacy, data security, artificial intelligence, marketing and consumer protection involves significant expenditure and resources, and any actual or perceived failure by us or our vendors to comply may result in significant liability, litigation or other legal action against us, negative publicity, an erosion of trust, and/or result in regulatory scrutiny, fines and penalties and could materially adversely affect our business, results of operations, and financial condition.

Data privacy, data security, AI, marketing and consumer protection laws, rules, and regulations are complex and rapidly evolving and we could be materially adversely affected by new legal requirements or changes to existing requirements including their interpretations and enforcement practices.

Technology, Data Privacy and Cybersecurity

Compliance with federal, state, and foreign laws relating to data privacy, data security, marketing, and consumer protection involves significant expenditure and resources, and any actual or perceived failure by us or our vendors to comply may result in significant liability, litigation or other legal action against us, negative publicity, an erosion of trust, and/or result in regulatory scrutiny, fines, and penalties and could materially adversely affect our business, results of operations, and financial condition.

There are numerous federal, state, and foreign data privacy, data security, marketing, and consumer protection laws, rules, and regulations that relate to the collection, maintenance, disclosure, and processing of personal data, data breach notification laws, electronic communications laws, and marketing and consumer protection laws, rules, and regulations.

These laws, rules, and regulations are complex and rapidly evolving, and we could be materially adversely affected by new legal requirements or changes to existing requirements including their interpretations and enforcement practices.

Compliance with such laws may require changes to our data processing practices, potentially increasing compliance costs or adversely affecting our business.

3 unchanged sentences

These requirements, and their application, interpretation, and amendment are constantly evolving.

Additionally, we note that as the use of AI and machine learning technologies (“AI and ML Technologies”) continues to grow, regulators (including data protection regulators) are expected to take an increased interest in issues, such as how we and our vendors collect, maintain and process and provide transparency on the use of personal data of our users and/ or hosts in that context.

Our technology platform incorporates the use of AI and ML Technologies, for example, for fraud detection, search, enabling customized features and enhancing community support.

Enhanced scrutiny of the use of AI and ML Technologies means that regulators may increasingly seek advance engagement with businesses like ours in respect of certain types of data processing.

In addition, certain existing legal regimes, including those relating to data privacy and consumer protection, regulate certain aspects of AI and ML Technologies, and new laws regulating AI and ML Technologies have been or may be enacted or have entered into force in jurisdictions that we operate.

This may affect our use of AI and ML Technologies and our ability to provide, improve or commercialize our services effectively and efficiently and result in increased costs.

For example, in the United States, California enacted seventeen new laws in 2024 that further regulate the use of AI and ML Technologies and provide consumers with additional protections around companies’ use of AI and ML Technologies, such as requiring companies to disclose certain uses of generative AI.

Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.

Other legislation has been introduced or proposed at the federal and state level, and there remains uncertainty at the federal level regarding the regulation of AI and ML Technologies.

Further, the EU Artificial Intelligence Act (the “EU AI Act”) entered into force in August 2024, and establishes a comprehensive, risk-based governance framework for AI in the EU market.

The majority of the substantive requirements will apply from August 2026.

The EU AI Act applies to companies that develop, use and/or provide AI in the EU and – depending on the AI use case – includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and fines for breach of up to 7% of worldwide annual turnover.

These regulations may impact our ability to use, procure and commercialize AI and ML Technologies in the future, and we may need to expend resources to adjust our products or services, including if the laws are not consistent across jurisdictions.

In the European Union and the UK, we are subject to the European Union General Data Protection Regulation (the “EU GDPR”) and to the UK General Data Protection Regulation and Data Protection Act 2018 (the “UK GDPR”), respectively (the EU GDPR and UK GDPR together referred to as the “GDPR”), both of which have resulted, and will continue to result, in significantly greater compliance burdens and costs for companies like ours.

The GDPR comprehensively regulates our use of personal data, including cross-border transfers of personal data out of Europe.

In the European Union and the United Kingdom, we are subject to the European Union General Data Protection Regulation (the “EU GDPR”) and to the UK General Data Protection Regulation and Data Protection Act 2018 (the “UK GDPR”), respectively (the EU GDPR and UK GDPR together referred to as the “GDPR”), both of which have resulted, and will continue to result, in significantly greater compliance burdens and costs for companies like ours.

The GDPR comprehensively regulates our use of personal data, including cross-border transfers of personal data out of the EEA and the United Kingdom.

Ongoing legal developments in these regions may further impact our compliance obligations.

Many large geographies in which we operate, including Australia, Brazil, Canada, China, India, and South Korea, have passed or are in the process of passing comparable or other robust data privacy and security legislation or regulation, which may lead to additional costs and increase our overall risk exposure.

In relation to cross-border transfers of personal data outside of Europe, we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue.

In particular, the European Commission approval of the current EU-US Data Privacy Framework for data transfers to certified entities in the United States may be challenged, which could also lead to challenges to, or impact the effectiveness of, other data transfer mechanisms such as the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism).

In general, we expect that international transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators and we cannot guarantee the ongoing efficacy of our data transfer mechanisms.

We expect that the ongoing legal complexity and uncertainty surrounding data privacy and security, including international transfers of personal data will continue.

Specifically, cross-border transfers outside of the EEA and the United Kingdom, including those to the United States and other jurisdictions, will likely continue to face enhanced scrutiny from regulators.

Consequently, we cannot guarantee the ongoing effectiveness of our current data transfer mechanisms.

It is also possible that transfers of personal data outside the United States could be restricted or impacted by developments at the federal level.

As the regulatory guidance and enforcement landscape in relation to data transfers continue to develop, we could suffer additional costs, complaints, and/or regulatory investigations or fines, we may have to stop using certain tools and vendors and make other operational changes, including updating agreements or implementing additional safeguards which could otherwise affect the manner in which we provide our services, our ability to provide our services, and adversely affect our business, results of operations, and financial condition.

For example, in 2025 the DOJ issued a new rule, to implement Executive Order 14117 aimed at preventing access to “bulk U.S.

sensitive personal data” and “government-related data” by “countries of concern” (including China, Russia, Iran, North Korea, Cuba, and Venezuela).

The rule is new, complex, and has yet to be enforced, and as such, there is a risk that our interpretation of its applicability, scope, and requirements is incorrect, incomplete, or misapplied.

Compliance with the rule may require us to stop or restrict certain data transfers, alter the geographic scope of our operations, cease doing business with certain third parties or cease using certain tools or vendors, or change how data flows throughout our business, any of which could materially impact our business operations or hinder our ability to grow our business.

Non-compliance with the rule could result in significant civil or criminal penalties, which could materially adversely affect our business, results of operations, and financial condition.

From time to time, we receive correspondence, and are subject to more formal inquiries, from regulators including the Irish Data Protection Commission, our lead EU data protection regulator, regarding our personal data processing activities.

To date, we have not received any fines in respect of statutory inquiries and have in place an internal process to review and process such inquiries to ensure we respond appropriately and update our privacy compliance with any findings.

In the United States, there are numerous federal and state data privacy and security laws, rules, and regulations governing the collection, maintenance, disclosure and processing of personal data, including federal and state data privacy laws, data breach notification laws, electronic communications laws, and marketing and consumer protection laws.

For example, the Federal Trade Commission (“FTC”) and state regulators enforce a variety of data privacy issues, such as misrepresentations in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the FTC Act or similar state laws.

Additionally, required engagement with data regulators may require us to make changes in our product and/or delay product rollouts.

To date, we have not received any fines in respect of statutory inquiries relating to personal data protection and have in place an internal process to review and process such inquiries to ensure we respond appropriately and update our privacy compliance with any findings.

In the United States, the Federal Trade Commission (“FTC”) and state regulators enforce a variety of data privacy issues, such as misrepresentations in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the FTC Act or similar state laws.

Additionally, the GLBA and its implementing regulations restrict and impose certain requirements on the processing of personal data, including notice to individuals of privacy practices and requirements for the safeguarding and proper destruction of personal data.

Moreover, as we send marketing messages via email and short message service, or SMS, text messages, we are subject to the CAN-SPAM Act, which imposes certain obligations regarding the content of emails and providing and honoring opt-outs, and the Telephone Consumer Protection Act, which imposes restrictions on the ability to send text messages without prior consent.

Moreover, as we send marketing messages via email and short message service, or SMS, text messages, we are subject to the CAN-SPAM Act, and the Telephone Consumer Protection Act, which impose certain obligations on us.

government, including Congress, the FTC, the CFPB, and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning personal data processing practices and consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices.

In addition, numerous states have enacted or are in the process of enacting state level data privacy laws and regulations governing the processing of state residents’ personal data that have and may continue to require us to modify our data processing practices and policies and incur related costs and expenses.

For example, the California Consumer Privacy Act (“CCPA”) provides enhanced data privacy rights to California residents, such as affording residents the right to access and delete their data and to opt out of certain sharing and sales of personal data.

The CCPA imposes a range of other compliance obligations and imposes severe statutory damages, which could lead to injunctive relief or agreed settlements providing for ongoing audit and reporting requirements, as well as a private right of action, for certain data breaches.

This private right of action has increased the risks associated with data breach litigation.

The enactment of the CCPA prompted a wave of similar legislative developments in other states, which creates a patchwork of overlapping but different state laws.

For example, since the CCPA went into effect, comprehensive privacy statutes that share similarities with the CCPA are now in effect and enforceable in other states.

Many other states have passed or proposed similar laws and there remains increased interest at the federal level as well.

We are also subject to evolving EU and UK privacy laws on cookies, tracking technologies and e-marketing.

In addition, numerous states have enacted or are in the process of enacting state level data privacy laws and regulations governing the processing of state residents’ personal data that have

and may continue to require us to modify our data processing practices and policies and incur related costs and expenses.

For example, the California Consumer Privacy Act (“CCPA”) provides enhanced data privacy rights to California residents, allows for statutory damages, and provides a private right of action for certain data breaches, increasing the risk of litigation.

The enactment of the CCPA prompted a wave of similar legislative developments in over a third of other states, which created a patchwork of overlapping but different state laws.

We are also subject to evolving privacy laws on cookies, tracking technologies, and e-marketing.

In the European Union and United Kingdom, informed consent is required for the placement of certain cookies or similar tracking technologies on an individual’s device and for direct electronic marketing.

Recent European court and regulator decisions are driving increased attention to cookies and similar tracking technologies, which may lead to additional costs and increase our overall risk exposure.

Further, the majority of the substantive provisions of the DSA took effect in February 2024.

The DSA governs, among other things, our potential liability for illegal services/products or content on our platform, obligations around traceability of business users, and requires enhanced transparency measures.

Further, the DSA governs, among other things, our potential liability for illegal services/products or content on our platform, obligations around traceability of business users, and requires enhanced transparency measures.

In particular our obligations to diligence the services offered on our platform could require significant additional resources.

Further, the DSA contains general requirements that user interfaces may not deceive or manipulate users which are yet to be clarified further by guidance.

The DSA may increase our compliance costs, require changes to our user interfaces, processes, operations, and business practices which may adversely affect our ability to attract, retain and provide our services to customers, and may otherwise adversely affect our business, operations and financial condition.

Failure to comply with the DSA can result in fines of up to 6% of total annual worldwide turnover and recipients of services have the right to seek compensation from providers in respect of damage or loss suffered due to infringement by the provider to comply with the DSA.

Similarly, in the United Kingdom, the Online Safety Act 2023, or the OSA, establishes an extensive regulatory framework for certain user-to-user and search services and imposes obligations to protect users from illegal content which, if applicable, may increase compliance costs and may otherwise adversely affect our business, operations and financial condition.

Failure to comply with the OSA can result in fines of up to 10% of total annual worldwide turnover or £18 million (whichever is greater).

Further, the DSA contains general requirements that user interfaces may not deceive or manipulate users.

Similarly, in the United Kingdom, the Online Safety Act 2023 (the “OSA”) establishes an extensive regulatory framework for certain user-to-user and search services and imposes obligations to protect users from illegal content.

The DSA, and the OSA may increase our compliance costs, expose us to potential regulatory action and liability, require further changes to our user interfaces, processes, operations, and business practices, which may adversely affect our ability to attract, retain, and provide our services to customers, and may otherwise adversely affect our business, results of operations, and financial condition.

Various other governments and consumer agencies around the world have also called for new regulation and changes in industry practices for protecting personal information collected and maintained electronically.

Together, these existing and proposed laws add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs and cybersecurity, which could impact strategies, and could result in increased compliance costs and/or changes in business practices and policies.

Together, these existing and proposed laws add additional complexity, variation in requirements, restrictions, and potential legal risk, and require additional investment in resources to compliance programs and cybersecurity, which could impact strategies, and could result in increased compliance costs and/or changes in business practices and policies.

Compliance with numerous and often contradictory requirements of different jurisdictions is particularly difficult for an online business such as ours, which collects personal information from hosts, guests, and other individuals in multiple jurisdictions.

If any jurisdiction in which we operate adopts new laws or changes its interpretation of its laws, rules, or regulations relating to data residency or localization such that we are unable to comply in a timely manner or at all, we could risk losing our rights to operate in such jurisdictions.

As in many cases these laws are relatively new and the interpretation and application of these laws is uncertain.

In many cases these laws are relatively new and the interpretation and application of these laws is uncertain.

There may be litigation, claims, and enforcement relating to data privacy, and the processing of personal data may involve new interpretations of privacy laws.

For example, there has been a noticeable increase in class actions in the United States where plaintiffs have utilized a variety of laws, including state wiretapping laws, in relation to the use of tracking technologies, such as cookies and pixels.

For example, there has been a noticeable increase in class actions in the United States where plaintiffs have attempted to bring claims pursuant to a variety of laws, including state wiretapping laws, in relation to the use of tracking technologies, such as cookies and pixels.

Furthermore, to help improve the trust and safety on our platform, we conduct certain verification procedures aimed at our hosts, guests, and listings in certain jurisdictions.

1 unchanged sentence

These types of activities expose us to requirements of other laws and regulations, and to the risk of regulatory engagement and/or enforcement from privacy regulators, consumer protection agencies, consumer credit reporting agencies, and civil litigation.

When we are required to disclose personal data to government agencies, such as tax authorities and law enforcement agencies, this could be perceived by third parties as non-compliance with data privacy and security laws, potentially leading to legal proceedings or actions

Conversely, if we refuse to provide requested information due to a disagreement, such as on the interpretation of the law, we may face actions, litigation, and increased regulatory scrutiny, which could harm our relationships with governments and limit our ability to operate in certain regions.

Any of the foregoing could materially adversely affect our brand, reputation, business, results of operations, and financial condition.

Any failure or perceived failure by us and/or our vendors or third-party providers to comply with data privacy and data security laws, rules, or regulations could expose us to material penalties, significant legal liability, changes in how we operate or offer our products, and interruptions or cessation of our ability to operate in key geographies, any of which could materially adversely affect our business, results of operations, and financial condition.

For example, as we are subject to both the EU GDPR and the UK GDPR, we could be fined under each regime independently in respect of the same breach.

Penalties for certain breaches are up to the greater of €20 million or £17.5 million, or up to 4% of the annual global revenue of the infringer, whichever is greater.

In addition, any failure or perceived failure to comply with consumer protection, marketing, data privacy or data security laws, rules, and regulations;

Any failure or perceived failure by us and/or our vendors or third-party providers to comply with data privacy and data security laws, rules, or regulations could expose us to material penalties, significant legal liability, changes in how we operate or offer our products and services, and interruptions or cessation of our ability to operate in key geographies, any of which could materially adversely affect our business, results of operations, and financial condition.

In addition, any failure or perceived failure to comply with consumer protection, marketing, data privacy, breach notification, or data security laws, rules, and regulations;

industry standards;

2 unchanged sentences

These proceedings could be costly to litigate, whether or not they have merit, and result in negative publicity and erode trust, potentially requiring us to make costly changes to our business practices.

If these events occur, they could materially and adversely impact our business operations, financial condition, and overall results.

IT System capacity constraints, system or other operational failures could materially adversely affect our business, results of operations, and financial condition.

If these events occur, they could materially adversely affect our business, results of operations, and financial condition.

IT System capacity constraints or system or other operational failures could materially adversely affect our business, results of operations, and financial condition.

Since our founding, we have experienced rapid growth in consumer traffic to our platform.

27 unchanged sentences

Our use of artificial intelligence and machine learning gives rise to legal, business, and operational risks, which may result in diminished performance, regulatory scrutiny, social impacts, reputational harm, and liability arising from the use of this technology.

We currently use AI and ML Technologies in our offerings, for example with respect to fraud detection, search, enabling customized features and enhancing community support.

The rapid evolution of AI and ML Technologies will continue to require the application of significant resources to adopt, develop, test, integrate, and maintain AI and ML Technologies included in our offerings in order to remain competitive and to help implement these

technologies responsibly and minimize unintended or harmful impacts.

There are significant risks involved in adopting, developing, maintaining, and deploying these technologies, and there can be no assurance that the usage of such technologies will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

We currently use AI and machine learning technologies (“AI and ML Technologies”) in our offerings, for example with respect to fraud detection, search, enabling customized features and enhancing community support.

There are significant risks involved in adopting, developing, maintaining, and deploying these technologies, and no assurance that such technologies will enhance our products or services or be beneficial to our business, including our efficiency or profitability.

In particular, AI and ML Technologies may be incorrectly designed or implemented;

may be trained or reliant on incomplete, inadequate, inaccurate, biased, or otherwise poor quality data or on data to which we or third parties do not have sufficient rights;

and/or may be adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, third-party litigation or regulatory action, or material performance issues.

Any of the above could negatively impact the performance of our products, services and business, as well as our reputation, and we could incur liability and costs resulting from the actual or perceived violation of laws or contracts to which we are a party or civil claims.

In addition, AI and ML Technologies, including generative AI, may be vulnerable to adversarial user behavior or create inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, unintended, nonsensical, or factually incorrect results.

Our hosts, guests or others may rely on or use this flawed content or information to their detriment, which may expose us to brand or reputational harm, competitive harm, consumer complaints, legal liability, and other adverse consequences, any of which could materially adversely affect our business, results of operations, and financial condition.

The use of AI and ML Technologies presents emerging ethical and social issues, and if we enable or offer solutions that draw scrutiny or controversy due to their perceived or actual impact on our customers or on society as a whole, we may experience brand or reputational harm, competitive harm, consumer complaints, legal liability, and other adverse consequences, any of which could materially adversely affect our business, results of operations, and financial condition.

Development, maintenance and operation of AI and ML Technologies requires additional investment in the development of proprietary datasets, machine learning models, and systems to monitor and test for accuracy, bias, and other variables, which are complex, costly, and could impact our profit margin as we expand the use of AI and ML Technologies in our offerings.

Developing, testing, and deploying AI and ML Technologies also increase associated computing costs.

and/or may be adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, third-party litigation, regulatory action, or material performance issues.

Any of the above could negatively impact the performance of our products and services, as well as our reputation, and we could incur liability and costs resulting from the actual or perceived violation of laws or contracts to which we are a party or civil claims.

In addition, AI and ML Technologies, including generative AI, may be vulnerable to adversarial user behavior or create inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior, output, or results that are irrelevant, unintended, nonsensical, or factually incorrect.

Our hosts, guests, or others may rely on or use this flawed output or results or information to their detriment, which may expose us to brand or reputational harm, competitive harm, consumer complaints, legal liability, and other adverse consequences, any of which could materially adversely affect our business, results of operations, and financial condition.

In addition to our proprietary technologies, we use AI and ML Technologies licensed from third parties.

Our ability to continue to adopt, integrate, and use such technologies at the scale we may need may be dependent on access to specific third-party software, and infrastructure, such as processing hardware or third-party AI models, and we cannot control the quality, availability, or pricing of such third-party software and infrastructure, especially in a highly competitive environment.

If any such third-party AI and ML Technologies become incompatible with our offerings or unavailable for use or have degradations in performance, or if the providers of such models unfavorably change the terms on which their AI and ML Technologies are offered or terminate their relationship with us, our solutions may become less appealing to our customers.

In addition, to the extent any third-party AI and ML Technologies are used as a vendor hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.

If any such third-party models, software, or infrastructure becomes incompatible with our offerings or unavailable for use or has degradations in performance, or if the providers of such services unfavorably change the terms on which their services are offered or terminate their relationship with us, our offerings may become less appealing to our customers.

In addition, to the extent any third-party infrastructure or software is used as a vendor hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or offerings, damage our reputation, cause a loss of confidence in our offerings, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.

We face competition from other companies in our industry with respect to the development and deployment of AI and ML Technologies to enhance our competitive offerings.

1 unchanged sentence

Any inability to develop, offer or deploy new AI and ML Technologies as effectively, quickly and/or as cost-efficiently as our competitors could have a materially adverse impact on our operating results, customer relationships and growth.

The regulatory and intellectual property frameworks governing the use and protection of AI and ML Technologies and of its outputs are rapidly evolving, and we cannot predict how future legislation and regulation will impact our ability to offer and protect products or services that we develop which leverage AI and ML Technologies.

Many federal, state and foreign government bodies and agencies have introduced or proposed additional laws and regulations.

Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of and availability of IP protection for our AI and ML Technologies.

As a result, implementation standards, enforcement practices, and available scope of protection are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, or standards may have on our business (including our positioning with respect to our competition) and may not always be able to anticipate how to respond to these laws or regulations.

Already, certain existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI and ML Technologies, and new laws regulating AI and ML Technologies are expected to continue to be proposed and enacted in the United States and globally.

For further information related to AI laws and regulations that may affect our business, see the risk factor titled “Compliance with federal, state, and foreign laws relating to data privacy, data security, artificial intelligence, marketing and consumer protection involves significant expenditure and resources, and any actual or perceived failure by us or our vendors to comply may result in significant liability, litigation or other legal action against us, negative publicity, an erosion of trust, and/or result in regulatory scrutiny, fines and penalties and could materially adversely affect our business, results of operations, and financial condition.”

It is also possible that new laws and regulations will be adopted in the United States and in other non-U.S.

jurisdictions, or that existing laws and regulations, including data privacy, consumer protection, competition laws, may be interpreted in ways that would limit our ability to use AI and ML Technologies for our business, or require us to change the way we use AI and ML Technologies in a manner that negatively affects the performance of our products, services, and business and requires us to expend resources and adjust our products or services in certain jurisdictions.

Further, the cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI and ML Technologies).

Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.

The regulatory and intellectual property frameworks governing the use and protection of AI and ML Technologies and its outputs are rapidly evolving, and we cannot predict how future legislation and regulation will impact our ability to offer and protect products or services that we develop which leverage AI and ML Technologies.

Regulators (including data protection regulators) have taken, and are expected to continue to take, an increased interest in issues, such as how we and our vendors collect, maintain, process, and provide transparency on the use of personal data in this context.

The increased use of AI and ML Technologies means that regulators are increasingly seeking advance engagement with businesses like ours in respect of certain types of data processing, including our lead EU data protection regulator, the Irish Data Protection Commission.

In addition, certain existing legal regimes including those related to data privacy, competition, and consumer protection, may also regulate certain aspects of AI and ML Technologies, and new laws may be adopted and interpreted in ways

that would limit our ability to use AI and ML Technologies.

This may affect our use of AI and ML Technologies and our ability to provide, improve or commercialize our services effectively and efficiently and result in increased costs.

For example, in the United States, legislation related to AI and ML Technologies has been introduced at the federal level and enacted by various states.

Several states – such as California, Colorado, Connecticut, and Texas – have enacted or proposed laws governing the development and deployment of AI and ML Technologies at varying degrees, typically focused on high-risk uses of AI.

states continue to advance various AI regulatory frameworks, including requirements around transparency, risk management, and accountability for AI and ML Technologies.

Further, the California Privacy Protection Agency has finalized regulations under the CCPA regarding the use of automated decision-making technology.

Collectively, these developments signal an emerging trend towards a patchwork of state-level governance of AI in the United States.

Further, the EU Artificial Intelligence Act (the “EU AI Act”) entered into force in August 2024 (with the majority of substantive requirements applying from August 2026), and establishes a broad, risk-based governance framework for AI use, development, or provision in the EU market.

Applicable requirements depend on the risk level of each AI use case, and actual or perceived contraventions could expose us to material penalties, significant legal liability, and may materially adversely affect our business, results of operations, and financial condition.

With regard to China, the regulatory requirements on AI and ML Technologies, export controls and other relevant regulations are still evolving and have ongoing complexity and uncertainty.

The positions and interpretation of these regulations by the authorities may not align with our interpretation or may not be consistent across jurisdictions, which may impact our ability, or require additional resources (which may be substantial), to develop and/or maintain related product features.

Finally, existing laws and regulations and their interpretations are inconsistent across jurisdictions, and may be interpreted in ways that would affect the operation and availability of IP protection for our AI and ML Technologies.

As a result, implementation standards, enforcement practices, and available scope of protection are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, or standards may have on our business (including our positioning with respect to our competition) and may not be able to anticipate how to respond to these laws or regulations.

Platform Performance and Integrity

2 unchanged sentences

Our platform relies upon content that is created and posted by hosts, guests, or other third parties.

Although content on our platform is typically generated by third parties, and not by us, claims of defamation, disparagement, negligence, warranty, personal harm, intellectual property infringement, or other alleged damages could be asserted against us, in addition to our hosts and guests.

While we rely on legal exemptions and protections like the DMCA and CDA in the United States and the E-Commerce Directive in the European Union, varying laws and interpretations regarding immunity and responsibility across jurisdictions may limit these exemptions or defenses or create uncertainty regarding liability for information or content uploaded by hosts, guests, or other third parties.

To the extent that Airbnb creates or is deemed to create or facilitate such content on the platform, these defenses may be less available.

Although content on our platform is typically generated by hosts and guests, and not by us, claims of defamation, disparagement, negligence, warranty, personal harm, intellectual property infringement, or other alleged damages could be asserted against us, in addition to our hosts and guests.

While we rely on legal exemptions and protections like the DMCA and CDA in the United States and the E-Commerce Directive and the DSA in the European Union, varying laws and interpretations regarding immunity and responsibility across jurisdictions may limit these exemptions or defenses or create uncertainty regarding liability for information or content uploaded by hosts, guests, or other third parties.

To the extent that we create or are deemed to create or facilitate such content on the platform, these defenses may be less available.

New regulations could increase our liability and compliance costs, impacting our business.

In the United States, changes to the CDA could reduce protections for online platforms.

In the EU, the DSA and Digital Markets Act (“DMA”) introduced new compliance requirements and potential fines.

Other regions, like Asia and Latin America, have or are developing regulations that could impose direct or secondary liability on platforms for harmful content.

In the European Union, the DSA brings additional compliance requirements and potential fines.

Other regions, such as Asia and Latin America, have or are developing regulations that could impose direct or secondary liability on platforms for harmful content.

These laws may require us to implement costly measures to mitigate liability, affecting our platform's appeal and our brand reputation.

The EU's Consumer Rights Directive and the Unfair Commercial Practices Directive impose strict consumer protection requirements, with potential fines for non-compliance.

Consumers and certain Consumer Protection Associations may bring individual claims against us, and the Collective Redress Directive allows for class actions across the EU, increasing our litigation risk.

Compliance with these evolving regulations may increase operational costs and materially adversely affect our business, results of operations, and financial condition.

The EU Consumer Rights Directive and the Unfair Commercial Practices Directive, the United Kingdom Digital Market, Competition and Consumers Act 2024 (“DMCCA”), and national consumer laws impose strict consumer protection requirements, with potential fines for non-compliance and in the case of the DMCCA, an increased risk of enforcement by the UK regulator in light of enhanced powers.

Consumers and certain Consumer Protection Associations may bring individual claims against us, and the Collective Redress Directive allows for class actions across the European Union, increasing our litigation risk.

Airbnb does not meet the thresholds to be designated as a gatekeeper platform for the purposes of the Digital Markets Act, although this could change in the future.

Compliance with these evolving regulations and such designation may increase operational costs and materially adversely affect our business, results of operations, and financial condition.

Measures that we are taking to improve the trust and safety of our platform may cause us to incur significant expenditures and may not be successful.

1 unchanged sentence

While these initiatives are crucial for community trust, they can increase platform friction, potentially reducing host and guest activity and materially adversely affecting our business.

These trust and safety efforts, including limited verification of hosts and listings and restrictions on certain types of bookings, our neighborhood hotline, or other initiatives, incur significant costs and may lead to fewer listings and bookings.

These trust and safety efforts, including limited verification of hosts and listings and restrictions on certain types of bookings, our neighborhood support hotline, or other initiatives, cause us to incur significant costs and may lead to fewer listings and bookings.

As a global platform, the implementation of these measures varies by region and may be limited by local laws.

Despite our investments, we cannot guarantee these measures will be successful, significantly reduce criminal or fraudulent activity on or off our platform, or be sufficient to protect our reputation in the event of such activity.

Despite our investments, we cannot guarantee these measures will be successful, significantly reduce criminal or fraudulent activity on or off our platform, host or guest violations of policies, or be sufficient to protect our reputation in the event of such activity.

Additionally, our community standards, including commitments to inclusion and belonging that are required when a user joins Airbnb, may not always be clearly communicated or well understood by all parts of our community, leading to unmet expectations among hosts and guests, which may lead to fewer listings and bookings.

1 unchanged sentence

We process a significant volume and dollar value of transactions on a daily basis.

When hosts do not fulfill their obligations to guests, there are fictitious listings or fraudulent bookings on our platform, or there are host account takeovers, we have incurred and will continue to incur losses from claims by hosts and guests, and these losses may be substantial.

When hosts do not fulfill their obligations to guests, there are fraudulent listings or bookings on our platform, or there are user account takeovers, we have incurred and will continue to incur losses from claims by hosts and guests, and these losses may be substantial.

Such instances have and can lead to the reversal of payments received by us for such bookings, referred to as a “chargeback.” For the year ended December 31, 2025, total chargeback expense was $67 million.

4 unchanged sentences

Our use of third-party open source software and our open source contributions could adversely affect our ability to offer or protect our platform and services and subject us to costly litigation and other disputes.

From time to time, we incorporate certain open-source software into our code base as we continue to develop our platform and services.

From time to time, we use software under open source licenses and incorporate open source software into our code base as we continue to develop our platform and services.

Open source software is licensed by its authors or owners under open source licenses, which in some instances may subject us to certain unfavorable conditions, including requirements that we offer our products that incorporate the open source software for no cost, that we make publicly available the source code for any modifications or derivative works we create based upon, incorporating, or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source license.

In addition, the use of third-party open source software could expose us to greater risks than the use of third-party commercial software to the extent open source licensors do not provide warranties or controls on the functionality or origin of the software equivalent to those provided by third-party commercial software providers.

For purposes of this risk factor, references to “open source software” include AI and ML Technologies that are made available under open source licenses.

We also license to others some of our software through open source projects.

7 unchanged sentences

Any of the foregoing could adversely impact the value or enforceability of our intellectual property, and materially adversely affect our business, results of operations, and financial condition.

If we or our third-party providers fail to protect confidential information and/or experience security incidents, there may be damage to our brand and reputation, material financial penalties, and legal liability, along with a decline in use of our platform, which would materially adversely affect our business, results of operations, and financial condition.

We own and manage some IT Systems but also rely on third parties for a range of IT Systems and related products and services, including, among others, cloud computing services and other third parties for the provision of our community support operations.

We face evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our and our third-party providers’ IT Systems and confidential information, including personal data and proprietary information.

As we expand our technology use and collaborate with third parties, managing these threats becomes more challenging.

If we or our third-party providers fail to protect confidential information and/or experience material security incidents, there may be damage to our brand and reputation, material financial penalties, and legal liability, along with a decline in use of our platform, which would materially adversely affect our business, results of operations, and financial condition.

We own and manage some IT Systems but also rely on third parties for a range of IT Systems, which include our infrastructure, and related products and services, including, among others, cloud computing services and other third parties for the provision of our community support and other critical operations.

We face evolving cybersecurity risks that could impact the confidentiality, integrity, and availability of our and our third-party providers’ IT Systems and confidential information, including personal data and proprietary information if exposed.

As we expand our technology use, enhance our AI and ML capabilities, and collaborate with third parties, managing these threats becomes more challenging.

These risks come from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by company insiders, suppliers or providers, and human or technological error, and as a result of malicious code embedded in open source software, or misconfigurations, bugs, or other vulnerabilities in software and hardware that is integrated into our or our providers’ IT Systems, products, or services.

We have, from time to time, found defects or errors in our IT Systems that have resulted in, and may discover additional issues in the future that could result in, platform unavailability or system disruption, or the inability of our systems to implement timely updates that are required for regulatory compliance.

Additionally, any integration of AI or machine learning in our or any providers’ operations, products or services poses new or unknown cybersecurity risks and challenges.

Additionally, any integration of AI or machine learning in our or our third party providers’ operations, products, or services poses new or unknown cybersecurity risks and challenges.

Acquisitions of companies with vulnerable IT Systems further expose us to cybersecurity risks.

We encrypt certain data in transit and at rest, but advances in hacking and AI and machine learning may challenge our defenses.

We and certain of our third-party service providers have experienced cyberattacks and other security incidents in the past, including distributed denial-of-service type attacks on our IT Systems that have made portions of our platform slow or unavailable for periods of time.

We encrypt certain data in transit and at rest, but advances in hacking, AI, and machine learning may further challenge our defenses.

We and a subset of our third-party service providers have experienced cyberattacks and other security incidents in the past, including distributed denial-of-service type attacks on our IT Systems that have made portions of our platform slow or unavailable for periods of time.

Cyberattacks are expected to accelerate on a global basis in both frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques—including AI—that circumvent controls, evade detection, and remove forensic evidence, which means that we and our third-party providers may be unable to detect, investigate, contain or recover from future attacks or incidents in a timely or effective manner.

Despite significant investments in security, we cannot fully mitigate these risks, and such security incidents could disrupt operations and lead to negative publicity, reputational damage, loss of users, increased support costs, regulatory fines, legal claims (including class actions), and significant financial losses, especially under laws which impose statutory damages per breached record, all of which could materially impact our business, results of operations, and financial condition.

We currently rely on a number of third-party service providers to host and deliver a significant portion of our platform and services, and any interruptions or delays in services from these third parties, such as those resulting from cybersecurity incidents, could impair the delivery of our platform and services, and our business, results of operations, and financial condition could be materially adversely affected.

(including class actions), and significant financial losses, especially under laws which impose statutory damages per breached record, all of which could materially impact our business, results of operations, and financial condition.

We currently rely on a number of third-party service providers to host and deliver a significant portion of our platform and services, as well as to operate our business, and any interruptions or delays in services from these third parties, such as those resulting from cybersecurity incidents, could impair the delivery of our platform and services, and our business, results of operations, and financial condition could be materially adversely affected.

We rely primarily on Amazon Web Services in the United States and abroad to host and deliver our platform.

Third parties also provide services to key aspects of our operations, including Internet connections and networking, messaging, data storage and processing, trust and safety, security infrastructure, source code management, and testing and deployment.

Third parties also provide services to key aspects of our operations, including Internet connections and networking, messaging, data storage and processing, trust and safety, infrastructure, source code storage and management, and testing and deployment.

In addition, we rely on third parties for many aspects of our payments platform, and the vast majority of our community support operations is performed by a limited number of third-party service providers.

We also rely on Google Maps and other third-party services for maps and location data that are core to the functionality of our platform, and we integrate applications, content, and data from third parties to deliver our platform and services.

We do not control the operation, physical security, or data security of any of these third-party providers.

We do not control the operation, physical security, or data security of any of these third-party providers, or their use of AI, ML, or other technologies in their products and services.

Despite our efforts to use commercially reasonable diligence in the selection and retention of such third-party providers, such efforts may be insufficient or inadequate to prevent or remediate such risks.

2 unchanged sentences

Our service providers are vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, and similar events, and they may be subject to financial, legal, regulatory, and labor issues, each of which may impose additional costs or requirements on us or prevent these third parties from providing services to us or our customers on our behalf.

In addition, these third parties may breach their agreements with us, disagree with our interpretation of contract terms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail to or refuse to process transactions or provide other services adequately, take actions that degrade the functionality of our platform and services, increase prices, impose additional costs or requirements on us or our customers, or give preferential treatment to our competitors.

In addition, these third parties may breach or fail to perform their agreements with us, disagree with our interpretation of contract terms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail to or refuse to process transactions or provide other services adequately, take actions that degrade the functionality of our platform and services, increase prices, impose additional costs or requirements on us or our customers, or give preferential treatment to our competitors.

If we are unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all, we may be subject to business disruptions, losses, or costs to remediate any of these deficiencies and reputational harm.

Our systems currently do not provide complete redundancy of data storage or processing or payment processing, and business continuity and disaster recovery plans may not be effective.

Our systems currently do not provide complete redundancy of hosting, data storage or processing or payment processing, and business continuity and disaster recovery plans may not be effective.

The occurrence of any of the above events could result in hosts and guests ceasing to use our platform, reputational damage, legal or regulatory proceedings, or other adverse consequences, which could materially adversely affect our business, results of operations, and financial condition.

29 unchanged sentences

As a result, the market price of our Class A common stock could be adversely affected.

We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value.

We cannot guarantee that our share repurchase programs will be utilized to the full value approved or that it will enhance long-term stockholder value.

Our board of directors has authorized management to repurchase shares of our Class A common stock at management’s discretion.

1 unchanged sentence

Any such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements, and other relevant factors.

The manner, timing and amount of any share repurchases may fluctuate and will be determined by us based on a variety of factors, including the market price of our common stock, our priorities for the use of cash to support our business operations and plans, general business and market conditions, tax laws, and alternative investment opportunities, all of which may be further impacted by macroeconomic conditions and factors, including rising interest rates, and inflation, tariffs, global conflicts, and public health crises.

The manner, timing, and amount of any share repurchases may fluctuate and will be determined by us based on a variety of factors, including the market price of our Class A common stock, our priorities for the use of cash to support our business operations and plans, general business and market conditions, tax laws, and alternative investment opportunities, all of which may be further impacted by macroeconomic conditions and factors, including rising interest rates, and inflation, tariffs, global conflicts, and public health crises.

Our share repurchase program authorizations do not have an expiration date nor do they obligate us to acquire any specific number or dollar value of shares.

Our share repurchase programs may be modified, suspended, or terminated at any time, which may result in a decrease in the trading prices of our Class A common stock.

Additionally, the Inflation Reduction Act of 2022 introduced a 1% excise tax on share repurchases, which increases the costs associated with

repurchasing shares of our common stock.

Even if our share repurchase programs are fully implemented, they may not enhance long-term stockholder value or may not prove to be the best use of our cash.

Share repurchases could have an impact on our share trading prices, increase the volatility of the price of our Class A common stock, or reduce our available cash balance such that we will be required to seek financing to support our operations.

Our share repurchase program authorizations may be modified, suspended, or terminated at any time, which may result in a decrease in the trading prices of our Class A common stock.

Additionally, the Inflation Reduction Act of 2022 introduced a 1% excise tax on share repurchases, which increases the costs associated with repurchasing shares of our Class A common stock.

Even if our share repurchase program authorizations are fully implemented, they may not enhance long-term stockholder value or may not prove to be the best use of our cash.

Share repurchases could have an impact on share trading prices, increase the volatility of the price of our Class A common stock, or reduce our available cash balance such that we will be required to seek financing to support our operations.

Under our restated certificate of incorporation, we are authorized to issue 2,000,000,000 shares of Class C common stock.

15 unchanged sentences

If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock.

In addition, our stockholders will experience additional dilution when option holders exercise their right to purchase common stock under our equity incentive plans, when RSUs vest and settle, when we issue equity awards to our employees under our equity incentive plans, or when we otherwise issue additional equity.

In addition, our stockholders will experience additional dilution when option holders exercise their right to purchase common stock under our equity incentive plans, when restricted stock units (“RSUs”) vest and settle, when we issue equity awards to our employees under our equity incentive plans, or when we otherwise issue additional equity.

Additionally, the terms of future debt agreements could include more restrictive covenants, which could further restrict our business operations.

9 unchanged sentences

We and each of our founders are party to a Nominating Agreement under which we and the founders are required to take certain actions to include the founders in the slate of nominees nominated by our board of directors for the applicable class of directors, include them in our proxy statement, and solicit proxies or consents in favor of electing each founder to our board of directors.

This concentrated control limits or precludes other stockholders’ ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major

corporate transaction requiring stockholder approval.

In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that stockholders may believe are in their best interest.

25 unchanged sentences

Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees.

Our restated certificate of incorporation and amended and restated bylaws provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees.

Our restated certificate of incorporation and amended and restated bylaws provide, that:

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors