AIRBNB, INC., DEF 14A filed on 4/24/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Airbnb, Inc.
Entity Central Index Key 0001559720
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
In accordance with the rules adopted by the SEC pursuant to the
Dodd-Frank
Act of 2010, we provide the following disclosure regarding executive compensation for our Chief Executive Officer and other
(non-CEO)
named executive officers (“NEOs”) and Company performance for the fiscal years listed below.
The amounts below shown for Compensation Actually Paid do not represent the value of cash and shares of the Company’s common stock received by NEOs during the year, but rather is an amount calculated in accordance with SEC rules and includes, among other things,
year-over-year
changes in the value of unvested
equity-based
awards. As a result of the calculation methodology required by the SEC, Compensation Actually Paid amounts below differ from compensation actually earned, realized or received by the individuals.
 
 
                   
Value of Initial Fixed $100
Investment Based on:
       
Year
 
Summary
Compensation
Table Total for
CEO ($)(1)
 
Compensation
Actually Paid
to CEO
($)(2)(3)
 
Average
Summary
Compensation
Table Total for
Non-CEO

NEOs ($)(1)
 
Average
Compensation
Actually Paid
to
Non-CEO

NEOs ($)(2)
 
Company
Total
Shareholder
Return
($)(4)
 
Peer Group
Total
Shareholder
Return
($)(4)
 
Net Income
(Loss)
(Thousands)
($)
 
Company
Selected
Measure:
Stock
Price
Measure
($)(5)
2025
   
 
242,122
   
 
(89,229,878
)
   
 
10,296,265
   
 
10,492,441
   
 
92.45
   
 
258.38
   
 
2,511,277
   
 
124.51
2024
   
 
186,326
   
 
5,310,326
   
 
14,905,319
   
 
11,463,642
   
 
89.52
   
 
208.30
   
 
2,648,349
   
 
135.23
2023
   
 
295,125
   
 
303,463,125
   
 
9,721,168
   
 
19,646,568
   
 
92.74
   
 
152.48
   
 
4,791,795
   
 
128.87
2022
   
 
311,233
   
 
(585,324,767
)
   
 
9,484,778
   
 
(20,027,758
)
   
 
58.24
   
 
96.60
   
 
1,893,105
   
 
100.59
2021
   
 
132,152
   
 
301,440,152
   
 
9,419,946
   
 
19,647,185
   
 
113.41
   
 
134.53
   
 
(352,034
)
   
 
176.69
 
(1)
Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for our CEO during each applicable fiscal year and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year:
 
 Year 
  
CEO
  
Non-CEO
NEOs
 2025
  
Brian Chesky
  
Elinor Mertz, Nathan Blecharczyk, and Aristotle Balogh
 2024
  
Brian Chesky
  
Elinor Mertz, Dave Stephenson, Nathan Blecharczyk, and Aristotle Balogh
 2023
  
Brian Chesky
  
Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell
 2022
  
Brian Chesky
  
Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell
 2021
  
Brian Chesky
  
Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell
 
(2)
The calculation of 2025 Compensation Actually Paid reflects certain adjustments to the Total Compensation as reflected in the Summary Compensation Table for the CEO and our remaining NEOs as set forth below.
 
Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns is calculated in accordance with ASC Topic 718 and was determined by reference to (i) for solely
service-vesting
RSU awards, the closing price per share on the applicable
year-end
date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for Mr. Chesky’s
Multi-Year
Award, using a Monte Carlo simulation model as of the applicable
year-end
date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value; and (iii) for stock options, a Black Scholes value as of the applicable
year-end
or vesting date(s). For all awards, fair value is determined based on the same methodology as used to determine
grant-date
fair value. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 12 to our consolidated financial statements in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2025
and
prior fiscal years.
 
Adjustments
  
CEO
    
Average
Non
CEO-NEOs
 
Summary Compensation Table Total
  
 
242,122
 
  
 
10,296,265 
 
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year
  
 
 
  
 
(8,952,504)
 
Increase for
Year-End
Fair Value of Equity Awards Granted in the Fiscal Year that were Outstanding and Unvested as of Fiscal
Year-end,
Determined as of the Fiscal
Year-end
  
 
 
  
 
7,821,001 
 
Increase for Vesting Date Fair Value of Equity Awards Granted and Vested in the Fiscal Year, Determined as of Vesting Date
  
 
 
  
 
1,795,792 
 
Increase/Deduction for Equity Awards Granted During Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year
-End,
Determined Based on Change in Fair Value from Prior Fiscal
Year-End
to Applicable Fiscal
Year-End
  
 
(89,472,000
  
 
(339,929)
 
Increase/Deduction for Equity Awards Granted During Prior Fiscal Years that Vested during Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal
Year-End
to Vesting Date
  
 
 
  
 
(128,184)
 
Deduction for Equity Awards Granted During Prior Fiscal Years that Failed to Meet Vesting Conditions during Applicable Fiscal Year, Determined as of Prior Fiscal
Year-End
  
 
 
  
 
— 
 
TOTAL ADJUSTMENTS
  
 
(89,472,000
  
 
196,176 
 
COMPENSATION ACTUALLY PAID
  
 
(89,229,878
)
 
  
 
10,492,441
 
 
(3)
The Compensation Actually Paid to Mr. Chesky largely reflects the change in the fair value, as calculated in accordance with ASC Topic 718, of the
Multi-Year
Award granted to Mr. Chesky in November 2020, as detailed in footnote (2) above.
 
As disclosed in the “CEO
Multi-Year
Equity Award” section in our Compensation Discussion and Analysis, the Multi Year Award is intended to cover ten years of compensation and may be earned, if at all, based on our 60 trading day trailing average closing stock price exceeding progressively higher stock price hurdles, ranging from $125 to $485, over a
10-year
period. In order to earn all of the tranches, the stock price will have to be over 7x the price at IPO and 13x the price at the time of grant. Outside of shares held to cover taxes, vested shares are not delivered to Mr. Chesky for two years following the vesting date. As of December 31, 2025, only two of the ten tranches have been earned and vested. In designing the compensation program for Mr. Chesky, our board of directors was cognizant of Mr. Chesky’s intention to donate the net proceeds from the award to community, philanthropic and charitable causes.
 
(4)
Represents the cumulative total shareholder return (TSR) on our Class A common stock and the cumulative TSR on the S&P 500 Information Technology Index (the “Peer Group TSR”), which is the same peer group used for the Stock Return Performance Graph included in our Annual Report on Form
10-K,
through December 31, 2021, 2022, 2023, 2024 and 2025. The table assumes $100 was invested at the market close on December 31, 2020. Data for the Peer Group TSR assumes reinvestment of dividends.
 
(5)
The
Multi-Year
Award granted to Mr. Chesky in November 2020 is divided into ten tranches that are eligible to vest based on the achievement of stock price goals measured based on the average of our stock price over a 60 trading day trailing average during a
ten-year
performance period. The Company does not utilize any other financial performance measures, as defined under SEC rules, in any significant way in its executive compensation programs, and as such has determined to utilize the 60 trading day trailing average closing stock price of our Class A common stock as of the end of each fiscal year (the “Stock Price Measure”), as the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025 to our performance. See “CEO
Multi-Year
Equity Award” section for more detail.
       
Company Selected Measure Name Stock Price Measure        
Named Executive Officers, Footnote
(1)
Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for our CEO during each applicable fiscal year and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year:
 
 Year 
  
CEO
  
Non-CEO
NEOs
 2025
  
Brian Chesky
  
Elinor Mertz, Nathan Blecharczyk, and Aristotle Balogh
 2024
  
Brian Chesky
  
Elinor Mertz, Dave Stephenson, Nathan Blecharczyk, and Aristotle Balogh
 2023
  
Brian Chesky
  
Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell
 2022
  
Brian Chesky
  
Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell
 2021
  
Brian Chesky
  
Dave Stephenson, Nathan Blecharczyk, Aristotle Balogh, and Catherine Powell
       
Peer Group Issuers, Footnote Represents the cumulative total shareholder return (TSR) on our Class A common stock and the cumulative TSR on the S&P 500 Information Technology Index (the “Peer Group TSR”), which is the same peer group used for the Stock Return Performance Graph included in our Annual Report on Form
10-K,
through December 31, 2021, 2022, 2023, 2024 and 2025. The table assumes $100 was invested at the market close on December 31, 2020. Data for the Peer Group TSR assumes reinvestment of dividends.
       
PEO Total Compensation Amount $ 242,122 $ 186,326 $ 295,125 $ 311,233 $ 132,152
PEO Actually Paid Compensation Amount $ (89,229,878) 5,310,326 303,463,125 (585,324,767) 301,440,152
Adjustment To PEO Compensation, Footnote
(2)
The calculation of 2025 Compensation Actually Paid reflects certain adjustments to the Total Compensation as reflected in the Summary Compensation Table for the CEO and our remaining NEOs as set forth below.
 
Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns is calculated in accordance with ASC Topic 718 and was determined by reference to (i) for solely
service-vesting
RSU awards, the closing price per share on the applicable
year-end
date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for Mr. Chesky’s
Multi-Year
Award, using a Monte Carlo simulation model as of the applicable
year-end
date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value; and (iii) for stock options, a Black Scholes value as of the applicable
year-end
or vesting date(s). For all awards, fair value is determined based on the same methodology as used to determine
grant-date
fair value. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 12 to our consolidated financial statements in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2025
and
prior fiscal years.
 
Adjustments
  
CEO
    
Average
Non
CEO-NEOs
 
Summary Compensation Table Total
  
 
242,122
 
  
 
10,296,265 
 
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year
  
 
 
  
 
(8,952,504)
 
Increase for
Year-End
Fair Value of Equity Awards Granted in the Fiscal Year that were Outstanding and Unvested as of Fiscal
Year-end,
Determined as of the Fiscal
Year-end
  
 
 
  
 
7,821,001 
 
Increase for Vesting Date Fair Value of Equity Awards Granted and Vested in the Fiscal Year, Determined as of Vesting Date
  
 
 
  
 
1,795,792 
 
Increase/Deduction for Equity Awards Granted During Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year
-End,
Determined Based on Change in Fair Value from Prior Fiscal
Year-End
to Applicable Fiscal
Year-End
  
 
(89,472,000
  
 
(339,929)
 
Increase/Deduction for Equity Awards Granted During Prior Fiscal Years that Vested during Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal
Year-End
to Vesting Date
  
 
 
  
 
(128,184)
 
Deduction for Equity Awards Granted During Prior Fiscal Years that Failed to Meet Vesting Conditions during Applicable Fiscal Year, Determined as of Prior Fiscal
Year-End
  
 
 
  
 
— 
 
TOTAL ADJUSTMENTS
  
 
(89,472,000
  
 
196,176 
 
COMPENSATION ACTUALLY PAID
  
 
(89,229,878
)
 
  
 
10,492,441
 
       
Non-PEO NEO Average Total Compensation Amount $ 10,296,265 14,905,319 9,721,168 9,484,778 9,419,946
Non-PEO NEO Average Compensation Actually Paid Amount $ 10,492,441 11,463,642 19,646,568 (20,027,758) 19,647,185
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The calculation of 2025 Compensation Actually Paid reflects certain adjustments to the Total Compensation as reflected in the Summary Compensation Table for the CEO and our remaining NEOs as set forth below.
 
Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns is calculated in accordance with ASC Topic 718 and was determined by reference to (i) for solely
service-vesting
RSU awards, the closing price per share on the applicable
year-end
date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for Mr. Chesky’s
Multi-Year
Award, using a Monte Carlo simulation model as of the applicable
year-end
date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value; and (iii) for stock options, a Black Scholes value as of the applicable
year-end
or vesting date(s). For all awards, fair value is determined based on the same methodology as used to determine
grant-date
fair value. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 12 to our consolidated financial statements in our Annual Report on Form
10-K
for the fiscal year ended December 31, 2025
and
prior fiscal years.
 
Adjustments
  
CEO
    
Average
Non
CEO-NEOs
 
Summary Compensation Table Total
  
 
242,122
 
  
 
10,296,265 
 
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year
  
 
 
  
 
(8,952,504)
 
Increase for
Year-End
Fair Value of Equity Awards Granted in the Fiscal Year that were Outstanding and Unvested as of Fiscal
Year-end,
Determined as of the Fiscal
Year-end
  
 
 
  
 
7,821,001 
 
Increase for Vesting Date Fair Value of Equity Awards Granted and Vested in the Fiscal Year, Determined as of Vesting Date
  
 
 
  
 
1,795,792 
 
Increase/Deduction for Equity Awards Granted During Prior Fiscal Years that were Outstanding and Unvested as of Applicable Fiscal Year
-End,
Determined Based on Change in Fair Value from Prior Fiscal
Year-End
to Applicable Fiscal
Year-End
  
 
(89,472,000
  
 
(339,929)
 
Increase/Deduction for Equity Awards Granted During Prior Fiscal Years that Vested during Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal
Year-End
to Vesting Date
  
 
 
  
 
(128,184)
 
Deduction for Equity Awards Granted During Prior Fiscal Years that Failed to Meet Vesting Conditions during Applicable Fiscal Year, Determined as of Prior Fiscal
Year-End
  
 
 
  
 
— 
 
TOTAL ADJUSTMENTS
  
 
(89,472,000
  
 
196,176 
 
COMPENSATION ACTUALLY PAID
  
 
(89,229,878
)
 
  
 
10,492,441
 
       
Compensation Actually Paid vs. Total Shareholder Return
Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Our TSR
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs, each as set forth in the table above, and our cumulative TSR over the period from 2021 through 2025.
 
       
Compensation Actually Paid vs. Net Income
Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs, and our net income during years 2021 through 2025, each as set forth in the table above.
 
       
Compensation Actually Paid vs. Company Selected Measure
Description of Relationship Between CEO and Average NEO Compensation Actually Paid and Stock Price Measure
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our other NEOs, and the Stock Price Measure during years 2021 through 2025, each as set forth in the table above.
 
       
Total Shareholder Return Vs Peer Group
Description of Relationship Between Our TSR and Peer Group Index TSR
The following chart compares our cumulative TSR over the
five-year
period from 2021 through 2025 to that of the S&P 500 Information Technology Index over the same time period.
 
       
Tabular List, Table
Pay Versus Performance Tabular List
We believe that the Stock Price Measure represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025 to our performance.
For additional details regarding this financial performance measure, please see the sections titled “Equity Compensation” and “CEO
Multi-Year
Equity Award” of our Compensation Discussion and Analysis.
       
Total Shareholder Return Amount $ 92.45 89.52 92.74 58.24 113.41
Peer Group Total Shareholder Return Amount 258.38 208.3 152.48 96.6 134.53
Net Income (Loss) $ 2,511,277,000 $ 2,648,349,000 $ 4,791,795,000 $ 1,893,105,000 $ (352,034,000)
Company Selected Measure Amount 124.51 135.23 128.87 100.59 176.69
PEO Name Brian Chesky        
Measure:: 1          
Pay vs Performance Disclosure          
Name Stock Price Measure        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (89,472,000)        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (89,472,000)        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 196,176        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,952,504)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,821,001        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (339,929)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,795,792        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (128,184)        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Practices Related to the Timing of Grants of Certain Equity Awards
Our practice is to
not grant
equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the people and compensation committee has historically granted such awards on a predetermined annual schedule, though it has, from time to time, made grants at other times (for example, in connection with hiring and promotions). In fiscal year 2025, we did not grant option awards to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form
8-K
that discloses material nonpublic information.
Award Timing, How MNPI Considered Although we do not have a formal policy with respect to the timing of our equity award grants, the people and compensation committee has historically granted such awards on a predetermined annual schedule, though it has, from time to time, made grants at other times (for example, in connection with hiring and promotions).
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true