UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 46, 2025

Airbnb, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39778

26-3051428

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

888 Brannan Street

San Francisco, California 94103

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 510-4027

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Class A common stock, $0.0001 par value per share		ABNB		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~June~~August 46, 2025, Airbnb, Inc. (the “Company”) ~~held~~issued ~~its~~a ~~2025~~Shareholder ~~Annual~~Letter ~~Meeting of Stockholders~~ (the “~~Annual Meeting~~Letter”). ~~Set~~announcing ~~forth~~its ~~below~~financial ~~are~~results for the ~~matters~~second ~~acted~~quarter ~~upon~~ended June 30, 2025. In the Letter, the Company also announced that it would be holding a conference call on August 6, 2025 at 1:30 p.m. PT / 4:30 p.m. ET to discuss its financial results for the ~~Annual~~second ~~Meeting~~quarter ~~and~~ended June 30, 2025. A copy of the ~~final~~Letter ~~voting~~is ~~results~~furnished as Exhibit 99.1 to this Current Report on ~~each~~Form ~~matter~~8-K (“Form 8-K”) and is incorporated herein by reference.

~~Proposal~~The ~~One:~~Company ~~Election~~is making reference to non-GAAP financial information in both the Letter and the conference call. A reconciliation of ~~Directors~~these non-GAAP financial measures to their nearest GAAP equivalents is provided in the Letter.

The ~~Company’s~~information ~~stockholders~~furnished ~~elected~~pursuant ~~Amrita~~to ~~Ahuja~~Item 2.02 of this Form 8-K, ~~Joseph~~including ~~Gebbia~~Exhibit ~~and~~99.1 ~~Jeffrey~~attached ~~Jordan~~hereto, asshall ~~members~~not be deemed “filed” for purposes of Section 18 of the ~~Company’s~~Securities ~~board~~Exchange Act of ~~directors~~1934, as ~~Class II~~amended ~~directors~~(the ~~for~~“Exchange aAct”), ~~three-year~~or ~~term.~~otherwise ~~The~~subject ~~results~~to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the ~~vote~~Securities ~~were~~Act of 1933, as ~~follows:~~amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.

Nominee	For		Withheld		Broker Non-Votes
Amrita Ahuja		4,008,170,131		6,427,797		66,730,569
Joseph Gebbia		3,947,673,812		66,924,116		66,730,569
Jeffrey Jordan		3,889,571,629		125,026,298		66,730,569

Item 9.01.

Financial Statements and Exhibits.

~~Proposal~~(d) ~~Two:~~Exhibits. ~~Ratification of Appointment of Independent Registered Public Accounting Firm~~

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:


Exhibit No.		Description

99.1		Shareholder Letter, dated August 6, 2025

104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

For		Against		Abstain		Broker Non-Votes
4,072,554,704		4,885,853		3,887,941		—

Proposal Three: Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2024, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:

For		Against		Abstain		Broker Non-Votes
3,904,076,734		108,214,756		2,306,436		66,730,569

Proposal Four: Stockholder Proposal

The Company’s stockholders did not approve a stockholder proposal regarding voting disclosure. The results of the vote were as follows:

For		Against		Abstain		Broker Non-Votes
186,270,097		3,827,001,056		1,326,774		66,730,569

SIGNATURES

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

AIRBNB, INC.

Date: June 6, 2025

/s/ ELINOR MERTZ

Date: August 6, 2025

/s/ ELINOR MERTZ

Elinor Mertz Chief Financial Officer

Elinor Mertz

Chief Financial Officer

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