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What changed in Airbnb's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Airbnb's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+425 added−426 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in Airbnb's 2025 10-K

425 paragraphs added · 426 removed · 351 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur Human Capital We consider the management of our global talent to be essential to the ongoing success of our business. As of December 31, 2024, we had approximately 7,300 employees. As of December 31, 2024, we relied on a global network of approximately 11,000 third-party workers to handle the vast majority of our community support contacts.
Biggest changeAs of December 31, 2025, we had approximately 8,200 employees. Consistent with prior years, we relied on a global network of approximately 13,000 third-party workers as of December 31, 2025, to support the majority of our community support contacts. Our internal community support employees focus on managing complex and sensitive issues, while enablement teams support all community-facing teams and partners.
In addition, we routinely post other information, which could be deemed to be material to investors, on our investor relations website. Information regarding our corporate responsibility and sustainability initiatives is also available on our website. Information on our website, including the information published in our sustainability reports, is not incorporated by reference in this Report.
In addition, we routinely post other information, which could be deemed to be material to investors, on our investor relations website. Information regarding our sustainability initiatives is also available on our website. Information on our website, including the information published in our corporate responsibility and sustainability reports, is not incorporated by reference in this Report.
As we seek to expand our community globally, we face competition in attracting hosts and guests. Competition for Hosts We compete to attract and retain hosts to and on our platform to list their homes and experiences, as hosts have a range of options for doing so.
As we seek to expand our community globally, we face competition in attracting hosts and guests. Competition for Hosts We compete to attract and retain hosts to and on our platform to list their homes, experiences, and services, as hosts have a range of options for doing so.
Our Intellectual Property Our intellectual property is an important component of our business. To establish and protect our proprietary rights, we rely on a combination of patents, trademarks, copyrights, domain names, social media handles, know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other intellectual property and contractual rights.
Our Intellectual Property Our intellectual property is an important component of our business. To establish and protect our proprietary rights, we rely on a combination of patents, trade secrets, trademarks, copyrights, domain names, social media handles, know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other intellectual property and contractual rights.
As we continue to evolve our foundational technology, we are focused on the following broad capabilities: • Data management systems that are designed to support user privacy, analytics, machine learning/AI, and business insights. • Service reliability leading to best-in-class performance centered on availability, latency, disaster recovery and business continuity, security, testability, observability, operability, and agility. • Cloud support focusing on robust capabilities for granular attribution and usage patterns to realize efficiency gains.
As we continue to evolve our foundational technology, we are focused on the following broad capabilities: • Data management systems that are designed to support user privacy, analytics, and machine learning and AI-driven insights. • Service reliability leading to best-in-class performance centered on availability, latency, business continuity, security, testability, observability, operability, and agility. • Cloud support focusing on robust capabilities for granular attribution and usage patterns to realize efficiency gains.
We own a trademark portfolio with protections around the world for our primary brands — AIRBNB and our Bélo logo, for other brands or protectable brand elements important to our business, including but not limited to Rausch, our primary corporate color, localizations, translations, and transliterations of our primary brands, and brands associated with businesses we have acquired.
We own a trademark portfolio with protections around the world for our primary brands — AIRBNB and our Bélo logo, for other brands or protectable brand elements important to our business, including but not limited to Rausch, our primary corporate color, localizations, translations, and transliterations of our primary brands, sub brands including AirCover, and brands associated with businesses we have acquired, including HotelTonight.
Our System of Trust The system for trust that we have designed includes the following components: host and guest reviews, account protection, risk scoring, secure payments, a nondiscrimination policy, watchlist and background checks in certain jurisdictions, cleanliness, fraud and scam prevention, insurance and similar protections, booking restrictions, an urgent safety line, a 24/7 neighborhood support line, anti-party technology, and a guest refund policy.
Our System of Trust The system for trust that we designed continues to include core components such as host and guest reviews, account protection, risk scoring, secure payments, a nondiscrimination policy, watchlist and background checks in certain jurisdictions, cleanliness, fraud and scam prevention, insurance and similar protections, booking restrictions, an urgent safety line, a 24/7 neighborhood support line, anti-party technology, and a guest refund policy.
These continued technological investments aim to create a robust platform that allows us to more quickly adapt to the needs of our hosts and guests around the world and increase the productivity of our product development organization. Our Marketing Our marketing strategy includes brand marketing, communications, and performance marketing.
These continued technological investments aim to create a robust platform that allows us to more quickly adapt to the needs of our hosts and guests around the world and increase the productivity of our product development organization.
See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures” included in Item 7 of Part II of this Annual Report on Form 10-K for definitions of our key business metrics. Competition We operate in a highly competitive environment.
See the section titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures ” included in Item 7 of Part II of this Annual Report on Form 10-K for definitions of our key business metrics. 6 Table of Contents Competition We operate in a highly competitive environment.
As we continue to expand the reach of our brand into additional markets, we will be increasingly subject to additional laws, regulations, and rules.
As we continue to expand the reach of our brand into additional markets, we will be increasingly subject to additional laws, rules, regulations, policies, legal interpretations, and regulatory guidance.
We offer protection for our hosts through AirCover for Hosts. AirCover for Hosts includes, among other features, guest property damage protection of up to $3 million per stay, liability coverage to hosts of up to $1 million per occurrence in the event of third-party claims of personal injury or property damage, deep cleaning protection, and pet damage protection.
We offer protection for our hosts through AirCover for Hosts, which includes property damage protection of up to $3 million per stay, liability coverage of up to $1 million per occurrence for third-party claims of personal injury or property damage, deep cleaning protection, and pet damage protection.
Over the last several years, we have launched a significant number of new features and upgrades through our biannual product releases to help guests find affordable, high quality and reliable stays across the platform.
Over the last several years, we have launched a significant number of new features and upgrades to help guests find affordable, high quality and reliable stays, experiences, and services across the platform.
We partner with hosts throughout the process of setting up their listing and provide them with a robust suite of tools to successfully manage their listings, including scheduling, merchandising, integrated payments, community support, host protections, pricing tools, and feedback from reviews. During 2024, we introduced Co-Host Network, which enables our hosts to find co-hosts who can help manage their listing.
We partner with hosts throughout the process of setting up their listings and provide them with a robust suite of tools to successfully manage their listings, including scheduling, merchandising, integrated payments, community support, host protections, pricing tools, and feedback from reviews.
For additional information regarding these and other laws, regulations, and rules that affect us and our business, see Note 13, Commitments and Contingencies – Legal and Regulatory Matters – Regulatory Matters, to our consolidated financial statements included in Item 8 of Part I of this Annual Report on Form 10-K and Item 1A.
For additional information, see Note 13, Commitments and Contingencies – Legal and Regulatory Matters – Regulatory Matters, to our consolidated financial statements included in Item 8 of Part I of this Annual Report on Form 10-K and Item 1A. Risk Factors of Part I of this Annual Report on Form 10-K.
Climate Change In 2021, we committed to a goal to operate as a net zero company for our global corporate operations by 2030, reducing greenhouse gas emissions associated with our corporate operations across Scope 1 (direct emissions from stationary combustion and refrigerants), Scope 2 (indirect emissions from purchased electricity, diesel generators and district heat), and the following Scope 3 categories defined by the Greenhouse Gas Protocol: purchased goods and services, capital goods, fuel- and energy-related activities (not included in Scope 1 or Scope 2), waste generated in operations, business travel, employee commuting, and upstream leased assets.
Climate Change We continue to pursue our goal of operating as a “net zero” company for our global corporate operations by year end 2030, reducing greenhouse gas emissions associated with our corporate operations across Scope 1 (direct emissions from stationary combustion and 5 Table of Contents refrigerants), Scope 2 (indirect emissions from purchased electricity, purchased electricity from diesel generators, onsite renewable electricity and purchased direct heat (market-based)), and select Scope 3 categories as currently defined by the Greenhouse Gas Protocol (these select Scope 3 categories are purchased goods and services, capital goods, fuel- and energy-related activities (not included in Scope 1 or Scope 2), waste generated in operations, business travel, employee commuting, and upstream leased assets).
We compete for hosts based on many factors including the volume of bookings generated by guests, ease of use of our platform, the service fees we charge, host protections, such as those included in AirCover for Hosts, our brand, and community support. 6 Table of Contents Competition for Guests We compete to attract and retain guests to and on our platform, as guests have a range of options to find and book accommodations and experiences.
We compete for hosts based on many factors including the volume of bookings generated by guests, ease of use of our platform, the service fees we charge, host protections, such as those included in AirCover for Hosts, our brand, and community support.
We are a community based on connection and belonging—a community that was born in 2007 when two hosts welcomed three guests to their San Francisco home, and has since grown to over 5 million hosts who have welcomed over 2 billion guest arrivals in almost every country and region across the globe.
Item 1. Business Overview Airbnb was founded in 2007 when two hosts welcomed three guests to their San Francisco home, and has since grown into a global community of over 5 million hosts who have welcomed over 2.5 billion guest arrivals in almost every country and region across the globe.
Our competitors include: • online travel agencies (“OTAs”), such as Booking Holdings (including the brand Booking.com), Expedia Group (including the brand Expedia), Trip.com Group and other regional OTAs; • internet search engines, such as Google and those powered by AI, including its travel search products; • hotel chains, such as Marriott, Hilton, Accor, Wyndham, as well as boutique hotel chains and independent hotels; • property management companies; and • online platforms offering experiences.
Our competitors include: • online travel agencies (“OTAs”), such as Booking Holdings (including the brand Booking.com), Expedia Group (including the brands Expedia and VRBO), Trip.com Group, and other regional OTAs; • internet search engines, such as Google and those powered by AI, including its travel search products; • hotel chains, such as Marriott, Hilton, Accor, and Wyndham, as well as boutique hotel chains and independent hotels; • property management companies; • online platforms offering experiences and activities, such as Viator, GetYourGuide, and Klook; and • providers in the highly fragmented guest services industry, which include many vertical-specific marketplaces that offer photography, beauty, spa, fitness, food, and other services.
Our Technology Our technology platform powers our two-sided marketplace and enables our global network of hosts and guests. Given the nature of the business, our technology platform has broad and complex requirements: • Support of global payments . It enables guests and hosts to send and receive money in their preferred currency, supporting approximately 20 local payment methods.
Given the nature of the business, our technology platform has broad and complex requirements: • Support of secure global payments . It enables guests and hosts to transact in their preferred currency across approximately 20 local payment methods, with advanced protections against fraud and money laundering. • Delivery of global community support .
We believe that expanding our talent pool beyond the commuting radius near our offices will allow us to attract the best employees over time, as it helps us to have a broader and more diverse range of qualified candidates for any given position.
We believe this allows us to attract the best employees, as it helps us to have a broader and more diverse range of qualified candidates for any given position.
Attracting, recruiting, developing, and retaining talent from a wide range of backgrounds and experiences enables us to provide our hosts and guests with innovative products and services as well as serve our other stakeholders. Through our hiring process, we commit to finding the best, most qualified candidates for each role, while encouraging inclusion and eliminating bias.
Attracting, developing, and retaining talent from a wide range of backgrounds and experiences remains critical for delivering innovative products and serving our stakeholders globally. Through our hiring process, we commit to finding the most qualified candidates for each role while fostering inclusion and striving to eliminate bias.
To help meet our goals, we are implementing a broad range of initiatives designed to help decarbonize our business and make our corporate operations more sustainable. We also purchase, and plan to continue purchasing, carbon credits to fully achieve our emissions goals in the long-term.
To help meet our goals, we continue to advance decarbonization initiatives designed to make our corporate operations more sustainable. Alongside decarbonization in furtherance of our goal, we purchase carbon credits and we expect to continue to do so to ultimately achieve our goals in the long term.
We also offer AirCover for guests, which provides support for serious issues with a booking or during a stay, including host cancellations, inability to check-in, inaccurate listings, and a 24-hour safety support line. We have new initiatives under development and will continue to create additional safety features to strengthen the trust and safety on our platform.
We also offer AirCover for guests, which provides support for serious issues with a booking or during a stay, including host cancellations, inability to check-in, inaccurate listings, and a 24-hour safety support line. During 2025, we expanded the use of AI-powered customer service and support features to help more quickly and effectively resolve issues for both hosts and guests.
It delivers deep business intelligence insights to manage our marketplace, including pricing insights and occupancy optimization for our hosts. • Incorporation of artificial intelligence (“AI”) and machine learning . It incorporates sophisticated AI into key areas, from fraud detection, to personalized listing matching and enabling customized and real-time community support. • Operation of a microservices architecture .
It incorporates expanded AI and machine learning capabilities, which are integral to key areas, from fraud detection, to personalized listing matching and enabling customized and real-time community support. • Operation of a microservices architecture .
In addition to laws, regulations, and rules directly applicable to the short-term and long-term rental and home sharing business, we are subject to a wide variety of laws, regulations and rules governing our business practices.
Beyond short-term rental regulations, we are also subject to a wide spectrum of laws, rules, regulations, policies, legal interpretations, and regulatory guidance governing our business practices.
Over the past several years, we have introduced hundreds of new features and upgrades to our platform spanning nearly every part of our service from pricing to quality to customer support. Additionally, we are leveraging our global markets strategy, which includes a more localized approach to product updates and marketing investments to raise awareness and consideration in less mature markets.
Additionally, we are leveraging our global markets strategy, which includes a more localized approach to product updates and marketing to raise awareness and consideration in less mature markets.
In a typical year, the first, second, and third quarters have higher Nights and Experiences Booked than the fourth quarter, as guests plan for travel during the peak travel season, which is in the third quarter for North America and Europe, the Middle East, and Africa (“EMEA”).
Seasonality Our business is seasonal, reflecting typical global travel patterns. In a typical year, Nights and Seats Booked are highest in the first, second, and third quarters and lowest in the fourth quarter, with the peak travel season occurring in the third quarter across North America and Europe, the Middle East, and Africa (“EMEA”).
While a number of cities, counties, states and countries have implemented legislation to address short-term rentals, there are many others that are not yet explicitly addressing or enforcing short-term rental laws, and could follow suit and enact regulations. 5 Table of Contents We seek to work with governments to establish clear, fair, and workable home sharing rules to create clarity for our hosts, however certain cities have passed onerous restrictions on short-term rentals.
While many jurisdictions have enacted or updated legislation on short-term rentals, others may do so in the future. We seek to work with governments to establish clear, fair, and workable home sharing rules to create clarity for our hosts; however, certain cities have passed onerous restrictions on short-term rentals.
Lastly, we are planning to expand our business beyond travel accommodations using our multi-year product roadmap to help drive long-term growth across new businesses. Our Platform Our Platform for Hosts We built our platform to seamlessly onboard new hosts, especially those who previously had not considered hosting.
Our Platform Our Platform for Hosts We built our platform to seamlessly onboard new hosts, especially those who previously had not considered hosting.
We are also focused on supporting all of our employees in continuing to grow and develop throughout the employee lifecycle. Our Live and Work Anywhere policy allows for the vast majority of our employees to work remotely.
We continue to invest in programs that support all employee growth and learning throughout the employee lifecycle. Our “Live and Work Anywhere” policy allows for the vast majority of our employees to work remotely, supporting our ability to expand our talent pool well beyond the commuting range of our physical offices.
Co-hosts are experienced hosts who provide personalized support based on the hosts’ needs, from listing setup to managing bookings and communicating with guests. Our Platform for Guests Our website and mobile app provide our guests with an engaging way to explore and easily book a wide variety of unique homes and experiences.
In addition, we provide the Co-Host Network, which connects potential and existing hosts with co-hosts who can help manage their listings. Co-hosts are experienced hosts who provide personalized support based on the hosts’ needs, from listing setup to managing bookings and communicating with guests.
Our aim is to procure such credits from high integrity projects, with a focus on nature-based solutions or projects with other co-benefits where feasible. Regulations We are subject to laws, regulations, and rules that affect the short-term and long-term rental and home sharing business at city, state, country, and regional levels.
We aim to prioritize projects that meet our internal criteria and provide co-benefits, such as improved biodiversity, economic development, or improved community services and infrastructure. Regulations We are subject to an evolving array of laws, regulations, and rules at the local, city, state, and national levels worldwide that impact short-term and long-term rental, home sharing, and related business activities.
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Item 1. Business Overview We operate a global marketplace, where hosts offer guests stays and experiences on our platform.
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Every day, hosts offer unique stays, experiences, and services that enable guests to connect with communities in a more authentic way. We operate a global marketplace connecting guests with stays, experiences, and services, collectively in over 220 countries and regions. Our offerings have expanded to include services and redesigned experiences, which launched in May 2025.
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Every day, hosts offer unique stays and experiences that make it possible for guests to connect with communities in a more authentic way. Airbnb has five stakeholders and is designed with all of them in mind. Along with employees and shareholders, we serve hosts, guests, and the communities in which they live.
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We operate with five key stakeholders in mind: our employees, shareholders, hosts, guests, and the communities we serve. Our commitment to making long-term decisions that benefit all these stakeholders is fundamental to our sustained success.
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We intend to make long-term decisions considering all of our stakeholders because their collective success is key for our business to thrive. Our Long-Term Growth Strategy Our key strategic priorities include perfecting our core business, accelerating growth in global markets, and launching and scaling new offerings.
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Our Long-Term Growth Strategy Our key strategic priorities include making our service better, bringing Airbnb to more parts of the world, and expanding what we offer. Over the past several years, we have introduced hundreds of new features and upgrades to our platform spanning nearly every part of our service from pricing to quality to customer support.
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Designed for scalability and reliability, the platform ensures secure transactions through advanced protections against fraud and money laundering. • Delivery of global community support . It provides multilingual, real-time community safety and support, and city-specific regulatory support. 4 Table of Contents • Delivery of deep business insights .
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We are also extending our platform beyond stays with new offerings, such as Airbnb Services and redesigned experiences, with plans to continue to expand our business beyond travel accommodations using our multi-year product roadmap to help drive long-term growth.
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Brand marketing increases awareness among potential hosts and guests, helping them understand the benefits of hosting and booking stays and experiences, and what makes these stays and experiences distinctly Airbnb. Our global communications team works across press, policy, and online influencers to share timely and important news about Airbnb.
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In 2025, we continued to deliver host improvements, including updates to cancellation policies that make it easier for hosts to earn income, better pricing tools and price tips, and a refreshed messages tab.
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They also oversee the execution of a global consumer, product, corporate, and policy-communications plan that supports our brand strategy and generates considerable press and social media coverage. While performance marketing is one component of our multi-pronged strategy, the strength of the Airbnb brand and our communications strategy allows us to be less reliant on performance marketing.
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Our Platform for Guests Our website and mobile app provide our guests with an engaging and intuitive way to discover and book a diverse selection of homes, experiences, and services.
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Our internal community support employees are comprised of operations teams who handle complex and sensitive issues, and enablement teams who support all community-facing teams, including our partners.
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In 2025, we launched a redesigned app experience featuring unified search and booking for all offerings, artificial intelligence (“AI”)-powered personalization, and integrated social features that allow guests to connect with co-travelers or experience attendees. Guests benefit from flexible payment options, including Pay Less Upfront and Reserve Now, Pay Later.
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We aim to create a highly coordinated working culture, and as such, will continue to promote ways to keep employees highly engaged and connected by aligning employees’ work through our product roadmap, as well as curating employee collaboration sessions either in the office or at off-site locations.
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Additionally, guests can utilize enhanced search tools and improved maps to help find high-quality, reliable options that fit their preferences.
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Risk Factors of Part I of this Annual Report on Form 10-K. Seasonality Our business is seasonal, reflecting typical travel behavior patterns over the course of the calendar year.
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In 2025, we made further investments in technology and processes to enhance trust and safety across our platform.
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Our key business metrics, including Gross Booking Value (“GBV”) and Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”), can also be impacted by the timing of holidays and other events. We experience seasonality in our GBV that is generally consistent with the seasonality of Nights and Experiences Booked.
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AI capabilities now assist in risk assessment and rapid fraud and scam detection, supplementing our existing review, watchlist, and background check procedures. We also enhanced automation in case management, supporting more timely response and resolution for urgent situations on the platform.
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Revenue and Adjusted EBITDA have historically been, and are expected to continue to be, highest in the third quarter when we have the most check-ins, which is the point at which we recognize revenue. Seasonal trends in our GBV impact Free Cash Flow for any given quarter.
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With further initiatives under development, we are working to create additional features to strengthen the trust and safety on our platform. 4 Table of Contents Our Technology Our technology platform powers our two-sided global marketplace and supports the broad, evolving needs of our network of hosts and guests.
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A significant portion of our costs are relatively fixed across quarters or vary inline with booking volume. We historically achieve our highest quarterly GBV in the first and second quarters of the year with comparatively lower check-ins.
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In 2025, we substantially completed a rebuild of our technology stack, enhancing scalability, reliability, and the pace of innovation across the platform. This modern architecture enables us to move rapidly in responding to changing customer needs while maintaining stability and correctness.
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As a result, increases in unearned fees typically make our Free Cash Flow and Free Cash Flow as a percentage of revenue the highest in the first two quarters of the year.
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It provides multilingual, real-time community support, including responsive city-specific regulatory support. • Delivery of deep business insights . It delivers deep business intelligence insights and robust analytics to manage marketplace performance, optimize pricing, and maximize occupancy for our hosts. • Incorporation of AI and machine learning .
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We typically see a slight decline in GBV and a peak in check-ins in the third quarter, which results in a decrease in unearned fees, a lower sequential decrease in Free Cash Flow, and a greater decline in GBV in the fourth quarter, where Free Cash Flow is typically lower.
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Our Marketing Our marketing strategy combines brand marketing, communications, performance marketing, and strategic partnerships to increase awareness among existing and potential hosts and guests, demonstrating what makes Airbnb distinct. In 2025, we focused on unified brand campaigns promoting our full suite of offerings: homes, experiences, and services, showcasing where guests can seamlessly book all three on Airbnb.
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We also leverage select sponsorships and co‑marketing collaborations with cultural institutions, sports and entertainment organizations, destinations, and media platforms to amplify our brand, align with key cultural moments, and engage our community globally. Our global communications team coordinates with partners across press, policy, and social media to share timely news and drive engagement in support of our brand strategy.
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While performance marketing remains a component of our multi-faceted approach, the strength of Airbnb’s brand and our communication strategy has allowed us to maintain lower reliance on paid marketing channels. Our Human Capital We consider the management of our global talent to be essential to the ongoing success of our business.
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We continue to promote employee connection and alignment with our business priorities through regular collaboration, including in-person sessions at offices or off-site locations, reinforcing both our remote flexibility and our focus on team cohesion tied to our product roadmap.
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Gross Booking Value (“GBV”) generally follows the same seasonal trends as Nights and Seats Booked. Because revenue is recognized when guest check-ins occur, revenue, and Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) have historically been highest in the third quarter and lowest in the first quarter.
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Holiday timing, such as Easter, and other events can also shift quarterly performance. Seasonality in GBV also affects Free Cash Flow (“FCF”). Higher GBV in the first half of the year typically results in increased unearned fees and higher FCF. During the third quarter, GBV is typically lower and check-ins reach their peak, resulting in decreased unearned fees.
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GBV and FCF are generally the lowest in the fourth quarter.
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Competition for Guests We compete to attract and retain guests to and on our platform, as guests have a range of options to find and book accommodations, experiences, and services.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeEconomic and Market Risks 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.
Biggest changeOur results of operations can vary significantly and are not necessarily indicative of future performance due to seasonal fluctuations and other factors. 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.
In March 2021, we issued $2.0 billion aggregate principal amount of 0% convertible senior notes due 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”).
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”).
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. 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.
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.
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.
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 may face additional regulations if we expand these services.
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.
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. Avoiding regulation under the Investment Company Act may adversely affect our operations.
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.
Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; • 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; • the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons; and • we may not retroactively amend or repeal our amended and restated bylaws to reduce our indemnification or advancement obligations relating to any act or omission occurring prior to the time of such amendment or repeal.
Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; • 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 persons are not entitled to indemnification; • we are bound by any existing indemnification agreements for employees or agents; • the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees, and agents and to obtain insurance to indemnify such persons; and • we may not retroactively amend or repeal our amended and restated bylaws to reduce our indemnification or advancement obligations relating to any act or omission occurring prior to the time of such amendment or repeal.
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.
IT System capacity constraints, 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.
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.
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.
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, regulatory action, or material performance issues.
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.
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.
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.
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.
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. Under our restated certificate of incorporation, we are authorized to issue 2,000,000,000 shares of Class C common stock.
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.
These provisions provide for the following: • a multi-series structure which provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock, Class B common stock, Class C common stock, and Class H common stock; • a classified board of directors with three-year staggered terms, who can only be removed for cause, which may delay the ability of stockholders to change the membership of a majority of our board of directors; • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of our board of directors to set the size of the board of directors and to elect a director to fill a vacancy, however occurring, including by an expansion of the board of directors, which prevents stockholders from being able to fill vacancies on our board of directors; • the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including voting or other rights or preferences, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval; • in addition to our board of directors’ ability to adopt, amend, or repeal our amended and restated bylaws, our stockholders may adopt, amend, or repeal our amended and restated bylaws only with the affirmative vote of the holders of at least 66 2/3% of the voting power of all our then-outstanding shares of capital stock; • the required approval of (i) at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, or repeal certain provisions of our restated certificate of incorporation and (ii) for so long as any shares of Class B common stock are outstanding, the holders of at least 80% of the shares of Class B common stock outstanding at the time of such vote, voting as a separate series, to adopt, amend, or repeal certain provisions of our restated certificate of incorporation; • the ability of stockholders to act by written consent only as long as holders of our Class B common stock hold at least 50% of the voting power of our capital stock; • the requirement that a special meeting of stockholders may be called only by an officer of our Company pursuant to a resolution adopted by a majority of our board of directors then in office or the chairperson of our board; • advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us; and • the limitation of liability of, and provision of indemnification to, our directors and officers.
These provisions provide for the following: • a multi-series structure which provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock, Class B common stock, Class C common stock, and Class H common stock; • a classified board of directors with three-year staggered terms, who can only be removed for cause, which may delay the ability of stockholders to change the membership of a majority of our board of directors; • no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • the exclusive right of our board of directors to set the size of the board of directors and to elect a director to fill a vacancy, however occurring, including by an expansion of the board of directors, which prevents stockholders from being able to fill vacancies on our board of directors; 29 Table of Contents • the ability of our board of directors to authorize the issuance of shares of preferred stock and to determine the price and other terms of those shares, including voting or other rights or preferences, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; • the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval; • in addition to our board of directors’ ability to adopt, amend, or repeal our amended and restated bylaws, our stockholders may adopt, amend, or repeal our amended and restated bylaws only with the affirmative vote of the holders of at least 66 2/3% of the voting power of all our then-outstanding shares of capital stock; • the required approval of (i) at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, or repeal certain provisions of our restated certificate of incorporation and (ii) for so long as any shares of Class B common stock are outstanding, the holders of at least 80% of the shares of Class B common stock outstanding at the time of such vote, voting as a separate series, to adopt, amend, or repeal certain provisions of our restated certificate of incorporation; • the ability of stockholders to act by written consent only as long as holders of our Class B common stock hold at least 50% of the voting power of our capital stock; • the requirement that a special meeting of stockholders may be called only by an officer of our Company pursuant to a resolution adopted by a majority of our board of directors then in office or the chairperson of our board; • advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us; and • the limitation of liability of, and provision of indemnification to, our directors and officers.
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.
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.
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 or secure, and lower the adoption rate of our platform.
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.
Our payments platform is subject to various laws, rules, regulations, policies, legal interpretations, and regulatory guidance, including those governing: cross-border and domestic money transmission and funds transfers; stored value and prepaid access; foreign exchange; data privacy, and data security; banking secrecy; payment services (including payment processing and settlement services); consumer protection; economic and trade sanctions; anti-corruption and anti-bribery; and anti-money laundering (“AML”) and counter-terrorist financing (“CTF”).
Our payments platform is subject to various laws, rules, regulations, policies, legal interpretations, and regulatory guidance, including those governing: cross-border and domestic money transmission and funds transfers; stored value and prepaid access; foreign exchange; data privacy, data security, and cybersecurity; banking secrecy; payment services (including payment processing and settlement services); consumer protection; economic and trade sanctions; anti-corruption and anti-bribery; and anti-money laundering (“AML”) and counter-terrorist financing (“CTF”).
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.
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 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. 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.
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 notice proposed an increase to our U.S. 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.
The notice proposed an increase to our U.S. 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 strongly disagree with the proposed adjustment and intend to vigorously contest it.
The market price of our Class A common stock has been, and may continue to be, volatile and could be subject to wide fluctuations in response to the Risk Factors described in this Annual Report on Form 10-K, and others beyond our control, including: • actual or anticipated fluctuations in our revenue or other operating metrics; • our actual or anticipated operating performance and the operating performance of our competitors; • changes in the financial projections we provide to the public or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet the estimates or the expectations of investors; • any major change in our board of directors, management, or key personnel; • the economy as a whole and market conditions in our industry; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, new products, services, features, integrations, or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; • the legal and regulatory landscape and changes in the application of existing laws or adoption of new laws that impact our business, hosts, and/or guests, including changes in short-term occupancy and tax laws; • legal and regulatory claims, litigation, or pre-litigation disputes and other proceedings; • the impact of pandemics, epidemics, or other health emergencies on the travel and accommodations industries; • other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and • sales or expected sales of our Class A common stock by us, our officers, directors, principal stockholders, and employees.
The market price of our Class A common stock has been, and may continue to be, volatile and could be subject to wide fluctuations in response to the Risk Factors described in this Annual Report on Form 10-K, and others beyond our control, including: • actual or anticipated fluctuations in our revenue or other operating metrics; • our actual or anticipated operating performance and the operating performance of our competitors; • changes in the financial projections we provide to the public or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet the estimates or the expectations of investors; • any major change in our board of directors, management, or key personnel; • the economy as a whole and market conditions in our industry; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, new products, services, features, integrations, or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; • the legal and regulatory landscape and changes in the application of existing laws or adoption of new laws that impact our business, hosts, and/or guests, including changes in short-term occupancy and tax laws; • legal and regulatory claims, litigation, or pre-litigation disputes and other proceedings; 27 Table of Contents • the impact of pandemics, epidemics, or other health emergencies on the travel and accommodations industries; • other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and • sales or expected sales of our Class A common stock by us, our officers, directors, principal stockholders, and employees.
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.
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.
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.
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.
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 same, may exacerbate or lead to additional impacts from such events.
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.
Additionally, our payment services are subject to U.S. data privacy laws, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), which governs the handling of personal information and imposes data security standards. Non-compliance could result in financial penalties. See our risk factor on data privacy and security compliance for more details.
Additionally, our payment services are subject to U.S. data privacy laws, including the Gramm-Leach-Bliley Act of 1999 (“GLBA”), which governs the handling of personal information and imposes data security standards. Non-compliance could result in financial penalties. See our risk factor on data privacy and cybersecurity compliance for more details.
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.
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 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.
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.
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, infrastructure, source code storage and management, and testing and deployment.
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.
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, experiences, and services, while providing exceptional hospitality and timely responses to guest inquiries.
An active booker is a unique guest who has booked a stay or experience 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.
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.
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.
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.
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.
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.
Additionally, 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.
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.
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.
Technology, Data and Cybersecurity Risks 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.
As 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.
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.
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. Our internal systems have limitations, and changes in tracking methods could lead to unexpected metric variations.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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. Our board of directors has authorized management to repurchase shares of our Class A common stock at management’s discretion.
As a result, the market price of our Class A common stock could be adversely affected. 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.
For further information, see the risk factor titled “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.” If we do not adequately protect our intellectual property and our data, then our business, results of operations, and financial condition could be materially adversely affected.
For further information, see the risk factor titled “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.” 23 Table of Contents If we do not adequately protect our intellectual property and our data, then our business, results of operations, and financial condition could be materially adversely affected.
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.
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.
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 .
Brand and Reputation Risks 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 .
Hosts list, and guests search for, stays and experiences on our platform in more than 220 countries and regions across the globe.
Hosts list, and guests search for, stays experiences, and services on our platform in more than 220 countries and regions across the globe.
In addition, any failure or perceived failure to comply with consumer protection, marketing, data privacy or data security laws, rules, and regulations; policies; industry standards; or enforcement notices and/or assessment notices (for a compulsory audit) could lead to legal actions by individuals, consumer rights groups, government agencies, or others.
In addition, any failure or perceived failure to comply with consumer protection, marketing, data privacy, breach notification, or data security laws, rules, and regulations; policies; industry standards; or enforcement notices and/or assessment notices (for a compulsory audit) could lead to legal actions by individuals, consumer rights groups, government agencies, or others.
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 30 Table of Contents 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.
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.
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 26 Table of Contents (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.
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.
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.
We may also become more vulnerable to third-party claims as U.S. 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.
We may also become more vulnerable to third-party claims as U.S. 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 17 Table of Contents jurisdictions where the laws with respect to the potential liability of online intermediaries such as ourselves are either unclear or less favorable.
Legal, Regulatory and Compliance Risks Tax Compliance Changes in tax laws or tax rulings could materially adversely affect our business, results of operations and financial condition. We are subject to evolving global tax regimes, which could materially adversely affect our business, results of operations, and financial condition. The U.S.
Legal, Regulatory and Compliance Risks Tax Compliance Changes in tax laws or tax rulings could materially adversely affect our business, results of operations and financial condition. 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.
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.
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.
Increased frequency and severity and increased fraud could result in greater payouts, increased investigation costs, premium increases, and/or difficulty securing insurance coverage. 10 Table of Contents Additionally, if we fail to comply with insurance regulatory requirements in the regions where we operate, or other regulations governing insurance coverage, our brand, reputation, business, results of operations, and financial condition could be materially adversely affected.
Increased frequency and severity and increased fraud could result in greater payouts, increased investigation costs, premium increases, and/or difficulty securing insurance coverage. Additionally, if we fail to comply with insurance regulatory requirements in the regions where we operate, or other regulations governing insurance coverage, our brand, reputation, business, results of operations, and financial condition could be materially adversely affected.
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.
While U.S. 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.
Agreements with providers may even allow them to hold our cash as a reserve under certain conditions, such as adverse business changes, which could materially affect our business, results of operations, and financial condition. For certain payment methods, including credit and debit cards, we pay interchange and other fees, and such fees result in significant costs.
Agreements with providers may even allow them to hold our cash as a reserve under certain conditions, such as adverse business changes, which could materially affect our business, results of operations, and financial condition. 11 Table of Contents For certain payment methods, including credit and debit cards, we pay interchange and other fees, and such fees result in significant costs.
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.
Errors in these systems may result in inaccurate data reporting. 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.
Increased regulatory interest in technology companies, particularly regarding AI, data privacy, competition, 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.
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.
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. As a global platform, the implementation of these measures varies by region and may be limited by local laws.
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.
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.
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.
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.
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.
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. 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.
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.
If the IRS prevails in the assessment of additional tax due based on its position and such tax and 15 Table of Contents 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.
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 16 Table of Contents requirements can lead to constraints on supply as well as compliance gaps.
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.
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 29 Table of Contents corporate transaction requiring stockholder approval.
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.
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.
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.
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.
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 22 Table of Contents and may continue to require us to modify our data processing practices and policies and incur related costs and expenses.
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.
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.
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.
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.
Future sanctions in key business areas could materially impact our business, results of operations, and financial condition. 19 Table of Contents 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.
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 24 Table of Contents technologies responsibly and minimize unintended or harmful impacts.
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.
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 21 Table of Contents 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.
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 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.
We have faced civil litigation, regulatory investigations, and inquiries involving allegations related to unsafe listings, discriminatory practices, and other misconduct. Despite efforts to enhance trust and safety, we may not fully succeed, impacting public perception and platform adoption.
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.
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.
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, services, long-term rental, digital platform companies, and home sharing business.
We also face intellectual property disputes and indemnification obligations, which could lead to further litigation. In addition, compliance with escheatment laws and audits could result in additional liabilities and impact our financial results. 17 Table of Contents Adverse outcomes in legal proceedings may result in significant financial penalties, changes to business practices, increased costs and reputational damage.
We also face intellectual property disputes and indemnification obligations, which could lead to further litigation. In addition, compliance with escheatment laws and audits could result in additional liabilities and impact our financial results. Adverse outcomes in legal proceedings may result in significant financial penalties, changes to business practices, increased costs and reputational damage.
We could be subject to suits by parties claiming ownership of what we believe to be open-source software or claiming noncompliance with open-source licensing terms. 26 Table of Contents Inadvertent use of open-source software can occur in software development in the Internet and technology industries.
We could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Inadvertent use of open source software can occur in software development in the Internet and technology industries.
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.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. 31 Table of Contents Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Risk and Compliance Committee (the “Audit Committee”) oversight of cybersecurity, privacy and other information technology risks.
Biggest changeWe have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • an information security team who, in collaboration with the broader technology organization, manages and maintains our (1) cybersecurity risk assessment processes including our Incident Response Plan, (2) security controls, and (3) response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • an Incident Response Plan that includes procedures for recognizing and responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors who have access to our critical systems and information.
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • an information security team who, in collaboration with the broader technology organization and the management team, manages and maintains our (1) cybersecurity risk assessment processes including our Incident Response Plan, (2) security controls, and (3) response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • an Incident Response Plan that includes procedures for recognizing and responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors who have access to our critical systems and information.
Our management team, including our Chief Legal Officer, our Chief Security Officer and our Chief Technology Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal information security team and our retained external cybersecurity consultants.
Our management team, including our Chief Legal Officer, our Chief Security Officer, and our Chief Technology Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The management team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal information security team and our retained external cybersecurity consultants.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and confidential information.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with, or effective in protecting our systems and confidential information given the ever-evolving threat landscape.
The Audit Committee has responsibility for oversight of management’s implementation of our cybersecurity risk management program. The Audit Committee receives regular reports and briefings from management on our cybersecurity risks and cybersecurity risk management program updates. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The Audit Committee receives regular reports and briefings from management on our cybersecurity risks and cybersecurity risk management program updates. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
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Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Risk and Compliance Committee (the “Audit Committee”) oversight of cybersecurity, privacy, and other information technology risks. The Audit Committee has responsibility for oversight of management’s implementation of our cybersecurity risk management program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, we leased office facilities totaling approximately 1.5 million square feet, including approximately 0.9 million square feet offered for sublease, in multiple locations in the United States and internationally. We believe our facilities are adequate and suitable for our current needs.
Biggest changeAs of December 31, 2025, we leased office facilities totaling approximately 1.5 million square feet, including approximately 0.9 million square feet offered for sublease, in multiple locations in the United States and internationally. We believe our facilities are adequate and suitable for our current needs. 31 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 13, Commitments and Contingencies – Legal and Regulatory Matters , to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders.
Biggest changeSee Note 13, Commitments and Contingencies – Legal and Regulatory Matters , to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, which is incorporated by reference to this Item 3. Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe share repurchase program does not have an expiration date, does not obligate us to repurchase any specific number of shares, and may be modified, suspended or terminated at any time at our discretion.
Biggest changeAny such repurchases will be made from time to time subject to market and economic conditions, applicable legal requirements, and other relevant factors. The share repurchase programs do not have expiration dates or obligate us to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time at our discretion.
This number does not include stockholders for whom shares were held in “nominee” or “street name.” • Class B common stock: 74 stockholders of record. • Class C common stock: There were no shares outstanding. • Class H common stock: All outstanding shares were held by our wholly-owned Host Endowment Fund subsidiary.
This number does not include stockholders for whom shares were held in “nominee” or “street name.” • Class B common stock: 53 stockholders of record. • Class C common stock: There were no shares outstanding. • Class H common stock: All outstanding shares were held by our wholly-owned Host Endowment Fund subsidiary.
Prior to that date, there was no public trading market for our Class A common stock. Our Class B, Class C, and Class H common stock are neither listed nor publicly traded. Holders of our Common Stock Holders of our common stock as of January 31, 2025, were as follows: • Class A common stock: 905 stockholders of record.
Prior to that date, there was no public trading market for our Class A common stock. Our Class B, Class C, and Class H common stock are neither listed nor publicly traded. Holders of our Common Stock Holders of our common stock as of January 31, 2026, were as follows: • Class A common stock: 803 stockholders of record.
(2) On February 13, 2024, we announced that our board of directors approved a share repurchase program with authorization to purchase up to 6.0 billion of our Class A common stock at management’s discretion.
(2) On February 13, 2024, we announced that our board of directors approved a share repurchase program to purchase up to $6.0 billion of our Class A common stock.
Issuer Purchases of Equity Securities The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, 2024 (in millions, except average price paid per share amounts): Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2) October 1 - 31 2.3 $ 132.84 2.3 $ 3,853 November 1 - 30 1.9 $ 136.12 1.9 $ 3,590 December 1 - 31 2.0 $ 134.95 2.0 $ 3,320 Total 6.2 $ 134.54 6.2 (1) Includes broker commissions.
Issuer Purchases of Equity Securities The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, 2025 (in millions, except average price paid per share amounts): Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2) October 1 - 31 3 $ 123.43 3 $ 6,274 November 1 - 30 3 $ 118.65 3 $ 5,879 December 1 - 31 3 $ 125.98 3 $ 5,559 Total 9 $ 122.37 9 (1) Includes broker commissions.
The graph uses the closing market price on December 10, 2020 of $144.71 per share as the initial value of our Class A common stock. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A common stock. 33 Table of Contents Item 6. [Reserved]
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A common stock. Item 6. [Reserved]
The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index (“S&P 500”), the S&P 500 Information Technology Index (“S&P 500 IT”), and the Nasdaq Composite Index (“NASDAQ”).
The following graph shows a comparison of five-year cumulative total stockholder return, calculated on a dividend-reinvested basis, for us, the S&P 500 Index (“S&P 500”), the S&P 500 Information Technology Index (“S&P 500 IT”), and the Nasdaq Composite Index (“NASDAQ”).
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The graph assumes $100 was invested at the market close on December 10, 2020, which was the first day our Class A common stock began trading. Data for the S&P 500, S&P 500 IT, and NASDAQ assume reinvestment of dividends.
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On August 6, 2025, we announced that our board of directors approved a new share repurchase program with an authorization to purchase up to an additional $6.0 billion of our Class A common stock.
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Share repurchases under the share repurchase programs may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, or accelerated share repurchase transactions or by any combination of such methods.
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The graph assumes an investment of $100 in our Class A common stock and in each index on the last trading day for the fiscal year ended 33 Table of Contents December 31, 2020, and its relative performance tracked through December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations The following table sets forth our results of operations for the periods presented (in millions, except percentages): 2023 2024 Amount % of Revenue Amount % of Revenue % Change Revenue $ 9,917 100 % $ 11,102 100 % 12 % Costs and expenses: Cost of revenue 1,703 17 1,878 16 10 Operations and support (1) 1,186 12 1,282 12 8 Product development (1) 1,722 17 2,056 19 19 Sales and marketing (1) 1,763 18 2,148 19 22 General and administrative (1) 2,025 20 1,185 11 (41) Total costs and expenses 8,399 84 8,549 77 2 Income from operations 1,518 16 2,553 23 68 Interest income 721 7 818 7 13 Other expense, net (137) (2) (40) — (71) Income before income taxes 2,102 21 3,331 30 58 Provision for (benefit from) income taxes (2,690) (27) 683 6 (125) Net income $ 4,792 48 % $ 2,648 24 % (45) % (1) Includes stock-based compensation expense as follows (in millions, except percentages): 2023 % of Total 2024 % of Total % Change Operations and support $ 68 6 % $ 90 6 % 32 % Product development 694 62 % 886 63 % 28 % Sales and marketing 130 12 % 170 12 % 31 % General and administrative 228 20 % 261 19 % 14 % Stock-based compensation expense $ 1,120 100 % $ 1,407 100 % 26 % Comparison of the Years Ended December 31, 2023 and 2024 Revenue Our revenue consists of service fees, net of incentives and refunds, charged to our customers.
Biggest changeResults of Operations The following table sets forth our results of operations (in millions, except percentages): 2024 2025 Amount % of Revenue Amount % of Revenue % Change Revenue $ 11,102 100 % $ 12,241 100 % 10 % Costs and expenses: Cost of revenue 1,878 16 2,086 17 11 Operations and support (1) 1,282 12 1,327 11 4 Product development (1) 2,056 19 2,354 19 14 Sales and marketing (1) 2,148 19 2,588 21 20 General and administrative (1) 1,185 11 1,342 11 13 Total costs and expenses 8,549 77 9,697 79 13 Income from operations 2,553 23 2,544 21 — Interest income 818 7 705 6 (14) Other expense, net (40) — (112) (1) 180 Income before income taxes 3,331 30 3,137 26 (6) Provision for income taxes 683 6 626 5 (8) Net income $ 2,648 24 % $ 2,511 21 % (5) % 39 Table of Contents (1) Includes stock-based compensation expense as follows (in millions, except percentages): 2024 % of Total 2025 % of Total % Change Operations and support $ 90 6 % $ 90 6 % — % Product development 886 63 % 1,017 64 % 15 % Sales and marketing 170 12 % 212 13 % 25 % General and administrative 261 19 % 273 17 % 5 % Stock-based compensation expense $ 1,407 100 % $ 1,592 100 % 13 % Comparison of the Years Ended December 31, 2024 and 2025 Revenue Our revenue consists of service fees, net of incentives and refunds, charged to our customers.
Our cash, cash equivalents, and short-term investments held outside of the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of such funds may result in additional tax liabilities.
Our cash, cash equivalents, and short-term investments held outside the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of such funds may result in additional tax liabilities.
We believe that our existing cash, cash equivalents, and short-term investments balances in the United States are sufficient to fund our working capital needs in the United States. We have access to $1.0 billion of commitments and a $200 million sub-limit for the issuance of letters of credit under the 2022 Credit Facility.
We believe that our existing cash, cash equivalents, and short-term investments balances in the United States are sufficient to fund our working capital needs. We have access to $1.0 billion of commitments and a $200 million sub-limit for the issuance of letters of credit under the 2022 Credit Facility.
We expect our effective tax rate in the future to depend upon the proportion between the following items and income before income taxes: U.S. tax benefits from foreign-derived intangible income, U.S. tax on foreign income net of allowable credits, tax effects from share-based compensation, research tax credits, tax effects from capital losses not expected to be utilized, restructurings, settlement of tax contingency items, tax effects of changes in our business, and the effects of changes in tax law.
We expect our effective tax rate in the future to depend upon the proportion between the following items and income before income taxes: U.S. tax benefits from foreign-derived intangible income, U.S. tax on foreign income net of allowable credits, tax effects from share-based compensation, research tax credits, tax effects from capital losses not expected to be utilized, settlement of tax contingency items, tax effects of changes in our business, and the effects of changes in tax law.
Actual results could materially differ from any of our estimates under different assumptions or conditions. Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies , to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
Actual results could materially differ from any of our estimates under different assumptions or conditions. Our significant accounting policies are discussed in Note 2, Significant Accounting Policies , to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
For stays, service fees, which are charged to customers as a percentage of the value of the booking, excluding taxes, vary based on factors specific to the booking, such as booking value, the duration of the booking, geography, and host type. For experiences, we only earn a host fee.
For stays, service fees, which are charged to customers as a percentage of the value of the booking, excluding taxes, vary based on factors specific to the booking, such as booking value, the duration of the booking, geography, and host type. For experiences and services, we only earn a host fee.
The effect of exchange rate changes on cash, cash equivalents, and restricted cash on our consolidated statements of cash flows relates to certain of our assets, principally cash balances held on behalf of customers, that are denominated in currencies other than the functional currency of certain of our subsidiaries.
Effect of Exchange Rates The effect of exchange rate changes on cash, cash equivalents, and restricted cash on our consolidated statements of cash flows relates to certain assets, principally cash balances held on behalf of customers, that are denominated in currencies other than the functional currency of certain of our subsidiaries.
Nights and Experiences Booked on our platform in a period represents the sum of the total number of nights booked for stays and the total number of seats booked for experiences, net of cancellations and alterations that occurred in that period.
Nights and Seats Booked on our platform in a period represents the sum of the total number of nights booked for stays and the total number of seats booked for experiences and services, net of cancellations and alterations that occurred in that period.
Substantially all of the bookings on our platform to date have come from nights. We believe Nights and Experiences Booked is a key business metric to help investors and others understand and evaluate our results of operations in the same manner as our management team, as it represents a single unit of transaction on our platform.
Substantially all of the bookings on our platform to date have come from nights. We believe Nights and Seats Booked is a key business metric to help investors and others understand and evaluate our results of operations in the same manner as our management team, as it represents a single unit of transaction on our platform.
The increase in our Nights and Experiences Booked was driven by strong growth across all regions. Gross Booking Value GBV represents the dollar value of bookings on our platform in a period and is inclusive of host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period.
The increase in our Nights and Seats Booked was driven by strong growth across all regions. Gross Booking Value GBV represents the dollar value of bookings on our platform in a period and is inclusive of host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations that occurred during that period.
Operations and Support Operations and support expense primarily consists of personnel-related expenses and third-party service provider fees associated with community support provided via phone, email, and chat to customers; customer relations costs, which include refunds and credits related to customer satisfaction and expenses associated with our host protection programs; and allocated costs for facilities and information technology.
Operations and Support Operations and support expense primarily consists of personnel-related expenses and third-party service provider charges associated with community support provided via phone, email, and chat to customers; customer relations costs, which include refunds and credits related to customer satisfaction and expenses associated with our host protection programs; and allocated costs for facilities and information technology.
The timing of recording GBV and any related cancellations is similar to that described in the subsection titled “— Key Business Metrics and Non-GAAP Financial Measures — Nights and Experiences Booked” above. Revenue from the booking is recognized upon check-in; accordingly, GBV is a leading indicator of revenue.
The timing of recording GBV and any related cancellations is similar to that described in the subsection titled “— Key Business Metrics and Non-GAAP Financial Measures — Nights and Seats Booked” above. Revenue from the booking is recognized upon check-in; accordingly, GBV is a leading indicator of revenue.
The entire amount of a booking is reflected in GBV during the quarter in which booking occurs, whether the guest pays the entire amount of the booking upfront or elects to use our Pay Less Upfront program. Growth in GBV reflects our ability to attract and retain customers and reflects growth in Nights and Experiences Booked.
The entire amount of a booking is reflected in GBV during the quarter in which booking occurs, whether the guest pays the entire amount of the booking upfront or elects to use our Pay Less Upfront program. Growth in GBV reflects our ability to attract and retain customers and reflects growth in Nights and Seats Booked.
On March 3, 2021, in connection with the pricing of the 2026 Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "option counterparties") at a cost of approximately $100 million.
In March 2021, in connection with the pricing of the 2026 Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "option counterparties") at a cost of approximately $100 million.
Provision for (benefit from) Income Taxes We are subject to income taxes in the United States and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States.
Provision for income taxes We are subject to income taxes in the United States and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States.
Accordingly, the ultimate resolution of lodging and other non-income taxes may be greater or less than reserve amounts we have established. See Note 13, 43 Table of Contents Commitments and Contingencies , to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information.
Accordingly, the ultimate resolution of lodging and other non-income taxes may be greater or less than reserve amounts we have established. See Note 13, Commitments and Contingencies , to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information.
On a long-term basis, we would rely on either our access to the capital markets or our credit facility for any long-term funding not provided by operating cash flows and cash on hand.
On a long-term basis, we plan to rely on either our access to the capital markets or our credit facility for any long-term funding not provided by operating cash flows and cash on hand.
Material Cash Requirements As of December 31, 2024, we had outstanding $2.0 billion in aggregate principal amount of indebtedness of our 0% convertible senior notes due on March 15, 2026.
Material Cash Requirements As of December 31, 2025, we had outstanding $2.0 billion in aggregate principal amount of indebtedness of our 0% convertible senior notes due on March 15, 2026.
The increase in our GBV was primarily due to an increase in Nights and Experiences Booked, combined with a modest increase in ADR. Similar to Nights and Experiences Booked, our GBV improvement was driven by growth in bookings in all regions.
The increase in our GBV was primarily due to an increase in Nights and Seats Booked, combined with a modest increase in ADR. Similar to Nights and Seats Booked, our GBV improvement was driven by growth in bookings in all regions.
A night can include one or more guests and can be for a listing with one or more bedrooms. Nights and Experiences Booked grows as we attract new customers to our platform and as repeat guests increase their activity on our platform. A seat is booked for each participant in an experience.
A night can include one or more guests and can be for a listing with one or more bedrooms. Nights and Seats Booked grows as we attract new customers to our platform and as repeat guests increase their activity on our platform. A seat is booked for each participant in an experience or service.
As of December 31, 2024, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $19 million. See Note 10, Debt , to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for a description of the 2022 Credit Facility.
As of December 31, 2025, no amounts were drawn under the 2022 Credit Facility and outstanding letters of credit totaled $20 million. See Note 10, Debt , to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for a description of the 2022 Credit Facility.
Cost of revenue may vary as a percentage of revenue from year to year based on activity 39 Table of Contents on our platform and may also vary from quarter to quarter as a percentage of revenue based on the seasonality of our business and the difference in the timing of when bookings are made and when we recognize revenue.
Cost of revenue may vary as a percentage of revenue from year to year based on activity on our platform and may also vary from quarter to quarter as a percentage of revenue based on the seasonality of our business and the difference in the timing of when bookings are made and when we recognize revenue.
As of December 31, 2024, we have determined that it is more likely than not that our U.S. federal and state deferred tax assets are realizable, except for California research and development credits, capital loss carryovers, and certain losses subject to dual consolidated loss rules.
As of December 31, 2025, we have determined that it is more likely than not that our U.S. federal and state deferred tax assets are realizable, except for California research and development credits, capital losses, certain losses subject to dual consolidated loss rules and CAMT credits.
Non-GAAP Financial Measures Our non-GAAP financial measures include Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Margin, which are described below. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided below. Investors are encouraged to review the related U.S.
Non-GAAP Financial Measures Our non-GAAP financial measures include Adjusted EBITDA, Adjusted EBITDA Margin, FCF, and FCF Margin, which are described below. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided below. Investors are encouraged to review the related U.S.
This section of this Annual Report on Form 10-K discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Annual Report on Form 10-K discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
For example, a booking made on February 15 would be reflected in Nights and Experiences Booked for our quarter ended March 31. If, in the example, the booking was canceled on May 15, Nights and Experiences Booked would be reduced by the cancellation for our quarter ended June 30.
For example, a booking made on February 15 would be reflected in Nights and Seats Booked for our quarter ended March 31. If, in the example, the booking were canceled on May 15, Nights and Seats Booked would be reduced by the cancellation for our quarter ended June 30.
Our cash and cash equivalents are generally held at large global systemically important banks (or G-SIBs), which are subject to high capital requirements and are required to regularly perform stringent stress tests related to their ability to absorb capital losses.
Our cash and cash equivalents are generally held at large global systemically important banks (“G-SIBs”) which are subject to high capital requirements and are required to regularly perform stringent stress tests related to their ability to absorb capital losses.
We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance, and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their U.S. GAAP results.
We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance, and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their U.S. GAAP results. 1 A reconciliation of non-GAAP financial measures to the most comparable U.S.
Our total Company average nights per booking, excluding experiences, was 3.8 in 2024 compared to 3.9 in 2023. Average nights per booking in 2024 was 4.1 for North America, 3.8 for EMEA, 3.7 for Latin America, and 3.3 for Asia Pacific.
Our total Company average nights per booking, excluding experiences and services, was 3.7 in 2025 compared to 3.8 in 2024. Average nights per booking in 2025 was 4.1 for North America, 3.8 for EMEA, 3.6 for Latin America, and 3.3 for Asia Pacific.
We expect that our blended global average nights per booking will continue to fluctuate based on our geographic mix and changes in traveler behaviors. 38 Table of Contents No single city represented more than 2% of our revenue before adjustments for incentives and refunds during the years ended December 31, 2023 and 2024, or more than 1% of our active listings as of December 31, 2023 and 2024.
We expect that our blended global average nights per booking will continue to fluctuate based on our geographic mix and changes in traveler behaviors. In 2024 and 2025, no single city represented more than 2% of our revenue before adjustments for incentives and refunds, or more than 1% of our active listings as of December 31, 2024 and 2025.
Free Cash Flow Reconciliation The following is a reconciliation of net cash provided by operating activities to Free Cash Flow (in millions, except percentages): 2023 2024 Revenue $ 9,917 $ 11,102 Net cash provided by operating activities $ 3,884 $ 4,518 Purchases of property and equipment (47) (34) Free Cash Flow $ 3,837 $ 4,484 Free Cash Flow Margin 39 % 40 % Our Free Cash Flow is impacted by the timing of GBV because we collect our service fees at the time of booking, which is generally before a stay or experience occurs.
Free Cash Flow Reconciliation The following is a reconciliation of net cash provided by operating activities to FCF (in millions, except percentages): 2024 2025 Revenue $ 11,102 $ 12,241 Net cash provided by operating activities $ 4,518 $ 4,646 Purchases of property and equipment (34) (33) FCF $ 4,484 $ 4,613 FCF Margin 40 % 38 % Our FCF is impacted by the timing of GBV because we collect our service fees at the time of booking, which is generally before a stay, experience, or service occurs.
A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided under the subsection titled “— Adjusted EBITDA Reconciliation” and “— Free Cash Flow Reconciliation” below. Investors are encouraged to review the related U.S.
GAAP, and may be different from similarly titled metrics or measures presented by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided under the subsection titled “— Adjusted EBITDA Reconciliation” and “— Free Cash Flow Reconciliation” below. Investors are encouraged to review the related U.S.
GAAP measure, for each period presented below (in millions, except percentages): 2023 2024 Net income $ 4,792 $ 2,648 Net income margin 48 % 24 % Adjusted EBITDA $ 3,653 $ 4,041 Adjusted EBITDA Margin 37 % 36 % Net cash provided by operating activities $ 3,884 $ 4,518 Net cash provided by operating activities margin 39 % 41 % Free Cash Flow $ 3,837 $ 4,484 Free Cash Flow Margin 39 % 40 % Adjusted EBITDA Reconciliation The following is a reconciliation of net income to Adjusted EBITDA (in millions, except percentages): 2023 2024 Revenue $ 9,917 $ 11,102 Net income $ 4,792 $ 2,648 Adjusted to exclude the following: Provision for (benefit from) income taxes (2,690) 683 Other expense, net 137 40 Interest income (721) (818) Depreciation and amortization 44 65 Stock-based compensation expense 1,120 1,407 Acquisition-related impacts (3) (7) Lodging taxes, host withholding taxes, and transactional taxes, net 974 23 Adjusted EBITDA $ 3,653 $ 4,041 Adjusted EBITDA Margin 37 % 36 % 37 Table of Contents The above items are excluded from our Adjusted EBITDA measure because they are non-cash in nature, or because the amount and timing of these items are unpredictable, not driven by core results of operations, and renders comparisons with prior periods and competitors less meaningful.
GAAP measures, for each period presented below (in millions, except percentages): 2024 2025 Net income $ 2,648 $ 2,511 Net income margin 24 % 21 % Adjusted EBITDA $ 4,041 $ 4,297 Adjusted EBITDA Margin 36 % 35 % Net cash provided by operating activities $ 4,518 $ 4,646 Net cash provided by operating activities margin 41 % 38 % FCF $ 4,484 $ 4,613 FCF Margin 40 % 38 % 37 Table of Contents Adjusted EBITDA Reconciliation The following is a reconciliation of net income to Adjusted EBITDA (in millions, except percentages): 2024 2025 Revenue $ 11,102 $ 12,241 Net income $ 2,648 $ 2,511 Adjusted to exclude the following: Provision for income taxes 683 626 Other expense, net 40 112 Interest income (818) (705) Depreciation and amortization 65 91 Stock-based compensation expense 1,407 1,592 Acquisition-related impacts (7) 1 Lodging taxes, host withholding taxes, and transactional taxes, net 23 74 Stock-settlement obligations related to IPO — (5) Adjusted EBITDA $ 4,041 $ 4,297 Adjusted EBITDA Margin 36 % 35 % The above items are excluded from our Adjusted EBITDA measure because they are non-cash in nature, or because the amount and timing of these items are unpredictable, not driven by core results of operations, and renders comparisons with prior periods and competitors less meaningful.
We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies that may calculate similarly titled metrics in a different way. 1 A reconciliation of non-GAAP financial information to the most comparable U.S.
We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies that may calculate similarly titled metrics in a different way.
These amounts do not include funds of $5.9 billion as of December 31, 2024, that we held for bookings in advance of guests completing check-ins that we record separately on our consolidated balance sheet in funds receivable and amounts held on behalf of customers with a corresponding liability in funds payable and amounts payable to customers.
These short-term investments do not include funds of $7.0 billion as of December 31, 2025, that were held for bookings in advance of guests completing check-ins, which are recorded separately on our consolidated balance sheets in funds receivable and amounts held on behalf of customers with a corresponding liability in funds payable and amounts payable to customers.
During 2024, we repurchased an aggregate of 24.5 million shares of Class A common stock for $3.4 billion through two share repurchase programs. As of December 31, 2024, we had $3.3 billion available to repurchase shares of Class A common stock under our share repurchase program.
In 2025, we repurchased an aggregate of 29.7 million shares of Class A common stock for $3.8 billion through two share repurchase programs. As of December 31, 2025, we completed the repurchases under the February 2024 share repurchase program and had $5.6 billion available to repurchase shares of Class A common stock under our August 2025 share repurchase program.
Free Cash Flow and Free Cash Flow Margin do not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure. 36 Table of Contents Non-GAAP Measure Definition Purpose of Non-GAAP Measure Adjusted EBITDA & Adjusted EBITDA Margin Adjusted EBITDA : Net income adjusted for: • provision for (benefit from) income taxes; • other income (expense), net; • interest income; • depreciation and amortization; • stock-based compensation expense; • acquisition-related impacts consisting of gains (losses) recognized on changes in the fair value of contingent consideration arrangements, and • lodging taxes for which we may have joint and several liability with hosts for collecting and remitting such taxes, withholding taxes on payments made to hosts and any related settlements, and transactional taxes where there is significant uncertainty as to how the taxes apply to our platform.
FCF and FCF Margin do not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting their usefulness as comparative measures. 36 Table of Contents Non-GAAP Measure Definition Purpose of Non-GAAP Measure Adjusted EBITDA & Adjusted EBITDA Margin Adjusted EBITDA : Net income adjusted for: • provision for income taxes; • other expense, net; • interest income; • depreciation and amortization; • stock-based compensation expense; • acquisition-related impacts consisting of gains (losses) recognized on changes in the fair value of contingent consideration arrangements; • settlements and reserves for lodging, withholding, transactional and other non-income taxes where significant uncertainty exists as to how these taxes apply to users of our platform and Airbnb; and • stock-settlement obligations, which represent employer and related taxes related to our Initial Public Offering (“IPO”).
Cost of Revenue Cost of revenue includes payment processing costs, including merchant fees and chargebacks, costs associated with third-party data centers used to host our platform, and amortization of internally developed software and acquired technology.
Cost of Revenue Cost of revenue includes payment processing costs, including merchant fees and chargebacks, costs associated with third-party data centers used to host our platform, and amortization of internally developed software and acquired technology. As the merchant of record, we bear all payment processing costs for our bookings, including those from chargebacks due to both fraud and non-fraud activities.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 16, 2024.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 13, 2025. 34 Table of Contents Glossary of Terms Active booker An active booker is a unique guest who has booked a stay, experience, or service in a given period.
The increase in Adjusted EBITDA for the year ended December 31, 2024, compared to the prior year, was primarily driven by growth in revenue which was driven by the increase in the number of check-ins relating to Nights and Experiences Booked and a modest increase in ADR.
The increase in Adjusted EBITDA in 2025, compared to the prior year, was primarily due to revenue growth from an increase in the number of check-ins for Nights and Seats Booked and a modest increase in ADR.
The cap price of the Capped Calls was $360.80 per share of Class A common stock, which represented a premium of 100% over the last reported sale price of the Class A common stock of $180.40 per share on March 3, 2021, subject to certain customary adjustments under the terms of the Capped Call Transactions.
The cap price of the Capped Calls was $360.80 per share of Class A common stock, which represented a premium of 100% over the last reported sale price of the Class A common stock of $180.40 per share on March 3, 2021, subject to certain customary adjustments under the terms of the Capped Calls. 42 Table of Contents As of December 31, 2025, our total minimum lease payments were $272 million, of which $86 million is due in 2026.
(in millions, except percentages) 2023 2024 % Change Product development $ 1,722 $ 2,056 19 % Percentage of revenue 17 % 19 % Product development expense increased $334 million, or 19%, in 2024, compared to 2023, primarily due to a $288 million increase in payroll-related expenses.
(in millions, except percentages) 2024 2025 % Change Product development $ 2,056 $ 2,354 14 % Percentage of revenue 19 % 19 % Product development expense increased $298 million, or 14%, in 2025, primarily due to a $293 million increase in payroll-related expenses driven by an increase in headcount.
Our liquidity is subject to various risks including the risks identified in the section titled “Risk Factors” in Item IA of Part I of this Annual Report on Form 10-K and the market risks identified in the section titled "Quantitative and Qualitative Disclosures about Market Risk" in Item 7A of Part II of this Annual Report on Form 10-K.
Our liquidity is subject to various risks including the risks identified in the section titled “Risk Factors” in Item IA of Part I of this Annual Report on Form 10-K and the market risks identified in the section titled "Quantitative and Qualitative Disclosures about Market Risk" in Item 7A of Part II of this Annual Report on Form 10-K. 43 Table of Contents Indemnification Agreements In the ordinary course of business, we include limited indemnification provisions under certain agreements with parties with whom we have commercial relations of varying scope and terms.
Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA Margin alongside other financial performance measures, including net income and net income margin as well as our other U.S. GAAP results.
Because of these limitations, Adjusted EBITDA and Adjusted EBITDA Margin should be considered alongside other financial performance measures, including net income and net income margin as well as our other U.S. GAAP results. FCF and FCF Margin have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of other U.S.
We assess our liquidity in terms of our ability to generate cash to fund our short and long-term cash requirements. As such, we believe that the cash flows generated from operating activities will meet our anticipated cash requirements in the short-term.
As such, we believe that the cash flows generated from operating activities will meet our anticipated cash requirements in the short-term, which include the repayment of our 2026 Notes.
We measure Nights and Experiences Booked by region based on the location of the listing. 2023 % of Total 2024 % of Total % Change (in millions, except percentages) Nights and Experiences Booked North America 146 33 % 154 31 % 5 % EMEA 187 42 201 41 7 Latin America 64 14 76 16 19 Asia Pacific 51 11 61 12 20 Total 448 100 % 492 100 % 10 % Gross Booking Value North America $ 34,941 48 % $ 37,816 46 % 8 % EMEA 26,241 36 29,750 36 13 Latin America 6,054 8 7,092 9 17 Asia Pacific 6,016 8 7,126 9 18 Total $ 73,252 100 % $ 81,784 100 % 12 % Revenue North America $ 4,638 47 % $ 5,006 45 % 8 % EMEA 3,615 36 4,135 37 14 Latin America 824 8 969 9 18 Asia Pacific 840 9 992 9 18 Total $ 9,917 100 % $ 11,102 100 % 12 % We saw a 2% increase in ADR in 2024 compared to the prior year, primarily due to higher ADR in EMEA, which increased by 5%.
The following table summarizes by region our Nights and Seats Booked, GBV, and revenue, determined based on the location of the host’s listing (in millions, except percentages): 38 Table of Contents 2024 % of Total 2025 % of Total % Change Nights and Seats Booked North America 154 31 % 158 30 % 3 % EMEA 201 41 215 40 7 Latin America 76 16 90 17 18 Asia Pacific 61 12 70 13 15 Total 492 100 % 533 100 % 8 % Gross Booking Value North America $ 37,816 46 % $ 40,295 44 % 7 % EMEA 29,750 36 34,162 37 15 Latin America 7,092 9 8,542 10 20 Asia Pacific 7,126 9 8,274 9 16 Total $ 81,784 100 % $ 91,273 100 % 12 % Revenue North America $ 5,006 45 % $ 5,196 42 % 4 % EMEA 4,135 37 4,729 39 14 Latin America 969 9 1,160 10 20 Asia Pacific 992 9 1,156 9 17 Total $ 11,102 100 % $ 12,241 100 % 10 % We saw a 3% increase in ADR in 2025 compared to the prior year, primarily due to higher ADR in EMEA, which increased by 8%.
Free Cash Flow Margin : Free Cash Flow divided by revenue. • Indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases of property and equipment, that can be used for strategic initiatives. The following table summarizes our non-GAAP financial measures, along with the most directly comparable U.S.
FCF & FCF Margin FCF: Net cash provided by operating activities less purchases of property and equipment. FCF Margin : FCF divided by revenue. • Indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases of property and equipment, that can be used for strategic initiatives.
Other Expense, Net Other expense, net consists primarily of realized and unrealized gains and losses on foreign currency transactions and balances, unrealized gains and losses on derivatives, the change in fair value of investments and financial instruments, including our share of income or loss from our equity method investments, and interest expense, which consists primarily of interest associated with various indirect tax reserves, amortization of debt issuance and debt discount costs.
Other Expense, Net Other expense, net consists primarily of realized and unrealized gains and losses on foreign currency transactions and balances, unrealized gains and losses on derivatives, the change in fair value of investments and financial instruments, including our share of income or loss from our equity method investments, and interest expense, which consists primarily of interest associated with various non-income tax reserves, amortization of debt issuance, and debt discount costs. 41 Table of Contents (in millions, except percentages) 2024 2025 % Change Other expense, net $ (40) $ (112) 180 % The change in other expense, net of $72 million in 2025, was primarily due to net foreign exchange losses of $64 million, partially offset by lower impairment charges on investments in privately-held companies compared to the prior year.
Co-hosts Co-hosts are experienced hosts who provide personalized support based on the hosts’ needs, from listing setup to managing bookings and communicating with guests. Guest arrivals Guest arrivals represent an individual and all co-travelers included on a reservation for a stay for completed check-ins during a given period.
Check-ins Check-ins represent individual stays, experiences, or services that occur during a period that have not been canceled. Co-hosts Co-hosts are experienced hosts who provide personalized support based on the hosts’ needs, from listing setup to managing bookings and communicating with guests.
(in millions, except percentages) 2023 2024 % Change Operations and support $ 1,186 $ 1,282 8 % Percentage of revenue 12 % 12 % Operations and support expense increased $96 million, or 8%, in 2024 compared to 2023, primarily due to a $38 million increase in payroll-related expenses, an increase in customer relations costs of $25 million, mainly due to higher nights booked, and an increase in insurance costs of $25 million, due to higher premiums as a result of higher nights booked.
(in millions, except percentages) 2024 2025 % Change Operations and support $ 1,282 $ 1,327 4 % Percentage of revenue 12 % 11 % Operations and support expense increased $45 million, or 4%, in 2025, primarily due to a $33 million increase in payroll-related expenses, an increase in insurance costs of $14 million, due to higher premiums as a result of higher nights booked, an $11 million increase in allocated costs for facilities and information technology, and an increase in expensed software and equipment of $10 million.
GAAP financial measures is provided under the subsection titled “Key Business Metrics and Non-GAAP Financial Measures— Adjusted EBITDA Reconciliation” and “— Free Cash Flow Reconciliation” below. 35 Table of Contents The following table summarizes our key business metrics, for each period presented below (in millions, except percentages): 2023 2024 % Change Nights and Experiences Booked 448 492 10 % Gross Booking Value $ 73,252 $ 81,784 12 % Nights and Experiences Booked Nights and Experiences Booked is a key measure of the scale of our platform, which in turn drives our financial performance.
The following table summarizes our key business metrics, for each period presented below (in millions, except percentages): 2024 2025 % Change Nights and Seats Booked 492 533 8 % Gross Booking Value $ 81,784 $ 91,273 12 % Nights and Seats Booked Nights and Seats Booked is a key measure of the scale of our platform, which in turn drives our financial performance.
As of December 31, 2024, cash and cash equivalents totaled $6.9 billion, which included $2.6 billion held by our foreign subsidiaries. Cash and cash equivalents consist of checking and interest-bearing accounts and highly-liquid securities with an original maturity of 90 days or less. As of December 31, 2024, short-term investments totaled $3.7 billion.
Cash and cash equivalents consist of cash on deposit with banks and interest-bearing accounts and highly-liquid securities with an original maturity of 90 days or less. As of December 31, 2025, short-term investments totaled $4.5 billion.
Glossary of Terms Active booker An active booker is a unique guest who has booked a stay or experience in a given period. Active listing We consider a listing of a home or an experience to be an active listing if it is viewable on Airbnb and has been previously booked at least once on Airbnb (excluding HotelTonight).
Active listing We consider a listing of a home or an experience to be an active listing if it is viewable on Airbnb and has been previously booked at least once on Airbnb (excluding HotelTonight). Available listings Available listings are accommodations, experiences, and services that are viewable on a certain date on our platform (excluding HotelTonight).
(in millions, except percentages) 2023 2024 % Change General and administrative $ 2,025 $ 1,185 (41) % Percentage of revenue 20 % 11 % General and administrative expense decreased $840 million, or 41%, in 2024, compared to 2023, primarily due to decreased non-income taxes and related fees and penalties, partially offset by an increase in payroll-related expenses.
(in millions, except percentages) 2024 2025 % Change General and administrative $ 1,185 $ 1,342 13 % Percentage of revenue 11 % 11 % General and administrative expense increased $157 million, or 13%, in 2025, primarily due to a $74 million increase from non-income taxes and related fees and penalties, a $51 million increase in payroll-related expenses driven by an increase in headcount, and an increase in professional service fees of $37 million.
Cash Flows The following table summarizes our cash flows for the periods indicated (in millions): 2023 2024 Net cash provided by operating activities $ 3,884 $ 4,518 Net cash used in investing activities (1,042) (616) Net cash used in financing activities (2,430) (3,572) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 152 (237) Net Cash Provided by Operating Activities Net cash provided by operating activities in 2024 was $4.5 billion, which was primarily due to income from operations of $2.6 billion and interest income of $818 million, adjusted for non-cash items including stock-based compensation expense of $1.4 billion.
Cash Flows The following table summarizes our cash flows for the periods indicated (in millions): 2024 2025 Net cash provided by operating activities $ 4,518 $ 4,646 Net cash used in investing activities (616) (748) Net cash used in financing activities (3,572) (3,827) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (237) 655 Net Cash Provided by Operating Activities Net cash provided by operating activities in 2025 was $4.6 billion, which was primarily due to net income of $2.5 billion, and $122 million provided by unearned fees, resulting from growth in bookings, partially offset by a decrease in prepaids and other assets of $346 million.
The payments are generally in the form of coupon credits to be applied toward future bookings or as cash refunds. 34 Table of Contents Overview We are a community based on connection and belonging—a community that was born in 2007 when two hosts welcomed three guests to their San Francisco home, and has since grown to over 5 million hosts who have welcomed over 2 billion guest arrivals in almost every country and region across the globe.
Overview Airbnb was founded in 2007 when two hosts welcomed three guests to their San Francisco home, and has since grown into a global community of over 5 million hosts who have welcomed over 2.5 billion guest arrivals in almost every country and region across the globe.
Net Cash Used in Investing Activities Net cash used in investing activities in 2024 was $616 million, which was primarily due to purchases of short-term investments, partially offset by proceeds resulting from sales and maturities of short-term investments. 42 Table of Contents Net Cash Used in Financing Activities Net cash used in financing activities in 2024 was $3.6 billion, primarily due to share repurchases of $3.4 billion, and an increase in taxes paid related to net share settlement of equity awards of $630 million, partially offset by the increase in funds payable and amounts payable to customers of $320 million.
Net Cash Used in Financing Activities Net cash used in financing activities in 2025 was $3.8 billion, primarily due to share repurchases of $3.8 billion and taxes paid related to net share settlement of equity awards of $561 million, partially offset by an increase in funds payable and amounts payable to customers of $401 million.
These key business metrics and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with U.S. GAAP, and may be different from similarly titled metrics or measures presented by other companies.
GAAP financial measures is provided under the subsection titled “Key Business Metrics and Non-GAAP Financial Measures— Free Cash Flow Reconciliation” below. 35 Table of Contents These key business metrics and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with U.S.
In 2023, we released $2.9 billion of our valuation allowance and will continue to review the need for such allowances quarterly. While we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different.
While we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit.
Product Development Product development expense primarily consists of personnel-related expenses and third-party service provider fees incurred in connection with the development of our platform, and allocated costs for facilities and information technology.
These increases were partially offset by an $18 million decrease in customer relations costs resulting from lower refunds and credits. 40 Table of Contents Product Development Product development expense primarily consists of personnel-related expenses and third-party service provider expenditures incurred in connection with the development of our platform, and allocated costs for facilities and information technology.
To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for (benefit from) income taxes and the effective tax rate in the period in which such determination is made.
To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for (benefit from) income taxes and the effective tax rate in the period in which such determination is made. 44 Table of Contents Recent Accounting Pronouncements See Note 2, Significant Accounting Policies , to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
(in millions, except percentages) 2023 2024 % Change Revenue $ 9,917 $ 11,102 12 % Revenue increased $1.2 billion, or 12%, in 2024 compared to 2023, primarily due to an increase in the number of check-ins relating to Nights and Experiences Booked and a modest increase in ADR driven by our North America and EMEA regions.
(in millions, except percentages) 2024 2025 % Change Revenue $ 11,102 $ 12,241 10 % Revenue increased $1.1 billion, or 10%, in 2025, primarily due to an increase in the number of check-ins relating to Nights and Seats Booked. On a constant-currency basis, revenue increased 10% compared to the same period in the prior year.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2024 refer to the year ended December 31, 2024, references to 2023 refer to the year ended December 31, 2023, and references to 2022 refer to the year ended December 31, 2022.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Effect of Exchange Rates During 2024, we recorded a reduction of $237 million in cash, cash equivalents, and restricted cash, primarily due to the strengthening of the U.S. dollar. The impact of exchange rate changes on cash balances can serve as a natural hedge for the effect of exchange rates on our liabilities to our hosts and guests.
The impact of exchange rate changes on cash balances can serve as a natural hedge for the effect of exchange rates on our liabilities to our hosts and guests. We assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements.
We maintain a valuation allowance for California research and development credits due to uncertainty about their realizability, as they have not met the “more likely than not” criteria. Changes in valuation allowance during interim periods are reflected in the annual effective tax rate, with any releases based on future taxable income recorded as discrete tax benefits.
Changes in valuation allowance during interim periods are reflected in the annual effective tax rate, with any releases based on future taxable income recorded as discrete tax benefits. In 2025, we recorded a $213 million valuation allowance against deferred tax assets related to CAMT credits.
(in millions, except percentages) 2023 2024 % Change Brand and performance marketing $ 1,208 $ 1,455 20 % Field operations and policy 555 693 25 % Total sales and marketing $ 1,763 $ 2,148 22 % Percentage of revenue 18 % 19 % Sales and marketing expense increased $385 million, or 22%, in 2024, compared to 2023, primarily due to a $294 million increase in marketing activities associated with ongoing marketing campaigns and search engine marketing, a $58 million increase in payroll-related expenses, and a $26 million increase in consultant and other service provider costs.
(in millions, except percentages) 2024 2025 % Change Brand and performance marketing $ 1,455 $ 1,595 10 % Field operations and policy 693 993 43 % Total sales and marketing $ 2,148 $ 2,588 20 % Percentage of revenue 19 % 21 % Sales and marketing expense increased $440 million, or 20%, in 2025, primarily due to a $163 million increase in marketing activities, a $121 million increase in payroll-related expense driven by an increase in headcount, and a $102 million increase in in third-party service provider expenses.
These increases were partially offset by a reduction in chargebacks of $34 million.
These increases were partially offset by a reduction in chargebacks of $29 million and a reduction in other service costs of $12 million, which includes authentication, translation, and SMS services.
General and Administrative General and administrative expense primarily consists of personnel-related expenses for management and administrative functions, including finance and accounting, legal, and human resources.
General and Administrative General and administrative expense primarily consists of personnel costs for management and administrative functions (finance, accounting, legal, human resources), professional services fees, corporate and director and officer insurance, allocated costs for facilities and information technology, and indirect taxes, including lodging tax reserves.
As of December 31, 2024, our total minimum lease payments were $299 million, of which $83 million is due in the succeeding 12 months. We have a commercial agreement with a data hosting services provider to spend or incur an aggregate of at least $672 million for vendor services through 2027.
We have a commercial agreement with a data hosting services provider to spend or incur an aggregate of at least $1.7 billion for vendor services through 2031.
Funds held on behalf of our customers and amounts payable to our customers do not impact Free Cash Flow, except interest earned on these funds. Geographic Mix Our operations are global, and certain trends in our business, such as Nights and Experiences Booked, GBV, revenue, ADR, and Nights per Booking vary by geography.
GAAP presentation helps improve the ability to understand our performance because it excludes the effects of foreign currency volatility that are not indicative of our core operating results. Geographic Mix Our operations are global, and certain trends in our business, such as Nights and Seats Booked, GBV, revenue, ADR, and Nights per Booking vary by geography.
(in millions, except percentages) 2023 2024 % Change Interest income $ 721 $ 818 13 % Interest income increased $97 million, or 13%, in 2024 compared to 2023, primarily due to higher cash and investment balances.
Interest Income Interest income consists primarily of interest earned on our cash, cash equivalents, marketable securities, and amounts held on behalf of customers. (in millions, except percentages) 2024 2025 % Change Interest income $ 818 $ 705 (14) % Interest income decreased $113 million, or 14%, in 2025, due to lower interest rates, partially offset by higher investment balances.
Free Cash Flow & Free Cash Flow Margin Free Cash Flow: Net cash provided by operating activities less purchases of property and equipment.
GAAP financial measures, such as net cash provided by operating activities and net cash provided by operating activities margin.
We intend to make long-term decisions considering all of our stakeholders because their collective success is key for our business to thrive. 2024 Financial Highlights In 2024, revenue increased by 12% to $11.1 billion compared to 2023, primarily due to a 10% increase in Nights and Experiences Booked of 43.3 million combined with higher Average Daily Rate (“ADR”) driving a 12% increase in Gross Booking Value of $8.5 billion.
Our commitment to making long-term decisions that benefit all these stakeholders is fundamental to our sustained success. 2025 Financial Highlights In 2025, revenue increased by 10% to $12.2 billion compared to the prior year, primarily due to an increase in the number of check-ins relating to Nights and Seats Booked and a modest increase in Average Daily Rate (“ADR”).
We will continue to evaluate the impact of these tax law changes on future reporting periods. 41 Table of Contents Liquidity and Capital Resources Sources and Conditions of Liquidity As of December 31, 2024, our principal sources of liquidity were cash, cash equivalents and short-term investments totaling $10.6 billion.
Liquidity and Capital Resources Sources and Conditions of Liquidity As of December 31, 2025, our principal sources of liquidity were cash, cash equivalents, and short-term investments totaling $11.0 billion. As of December 31, 2025, cash and cash equivalents totaled $6.6 billion, which included $2.3 billion held by our foreign subsidiaries.
Hosts We count the number of hosts on our platform based on the number of users with available listings as of a certain date. Payments to customers We make payments to customers as part of our referral programs and marketing promotions, and refund activities.
Guest arrivals Guest arrivals represent an individual and all co-travelers included on a reservation for a stay for completed check-ins during a given period. Hosts We count the number of hosts on our platform based on the number of users with available listings as of a certain date.
(in millions, except percentages) 2023 2024 % Change Cost of revenue $ 1,703 $ 1,878 10 % Percentage of revenue 17 % 16 % Cost of revenue increased $175 million, or 10%, in 2024 compared to 2023, primarily due to an increase in merchant fees of $173 million, due to an increase in GBV, the impact of certain one-time incentives in 2023, and an increase in cloud computing costs of $26 million, due to increased server and data storage usage.
(in millions, except percentages) 2024 2025 % Change Cost of revenue $ 1,878 $ 2,086 11 % Percentage of revenue 16 % 17 % Cost of revenue increased $208 million, or 11%, primarily due to a $188 million increase in merchant fees, due to higher pay-in volumes, a $28 million increase in amortization costs related to capitalized internal-use software projects, and a $27 million increase in data hosting services.
Every day, hosts offer unique stays and experiences that make it possible for guests to connect with communities in a more authentic way. We have five stakeholders and we have designed our Company with all of them in mind. Along with employees and shareholders, we serve hosts, guests, and the communities in which they live.
Every day, hosts offer unique stays, experiences, and services that enable guests to connect with communities in a more authentic way. We operate a global marketplace connecting guests with stays, experiences, and services, collectively in over 220 countries and regions. Our offerings have expanded to include services and redesigned experiences, which launched in May 2025.
Adjusted EBITDA 1 increased 11% to $4.0 billion in 2024 demonstrating the continued strength of our business, growth in revenue and discipline in managing our cost structure. Our net cash provided by operating activities was $4.5 billion in 2024, compared to $3.9 billion, in the prior year.
Cash provided by operating activities was $4.6 billion in 2025, compared to $4.5 billion in the prior year. Free Cash Flow 1 (“FCF”) was $4.6 billion in 2025, compared to $4.5 billion in the prior year.
We generated Free Cash Flow 1 of $4.5 billion for the year ended December 31, 2024, compared to $3.8 billion, in the prior year. During 2024, we repurchased an aggregate of 24.5 million shares of Class A common stock for $3.4 billion.
In 2025, we repurchased 29.7 million shares of Class A common stock for $3.8 billion, leaving $5.6 billion available to repurchase under our share repurchase program.
Removed
Available listings Available listings are accommodations and experiences that are viewable on a certain date on our platform (excluding HotelTonight). Check-ins Check-ins represent individual stays or experiences that occur during a period that have not been canceled.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIf our foreign-currency denominated assets, liabilities, revenues or expenses increase, our results of operations may be more significantly impacted by fluctuations in the exchange rates of the currencies in which we do business. 44 Table of Contents If an adverse 10% foreign currency exchange rate change was applied to total net monetary assets and liabilities denominated in currencies other than the local currencies as of December 31, 2024, it would have resulted in a loss of approximately $28 million.
Biggest changeIf an adverse 10% foreign currency exchange rate change was applied to total net monetary assets and liabilities denominated in currencies other than the local currencies as of December 31, 2025, it would have resulted in a loss of approximately $38 million. Investment and Interest Rate Risk We are exposed to interest rate risk related primarily to our investment portfolio.
Foreign Currency Exchange Risk We offer the ability to transact on our platform in approximately 50 currencies, of which the most significant foreign currencies to our operations in 2024 were the Euro, British pound, Canadian dollar, Australian dollar, Brazilian real, and Mexican peso.
Foreign Currency Exchange Risk We offer the ability to transact on our platform in approximately 50 currencies, of which the most significant foreign currencies to our operations in 2025 were the Euro, British pound, Canadian dollar, Australian dollar, Brazilian real, and Mexican peso.
We have foreign currency exchange risks related primarily to: • revenue and cost of revenue associated with bookings on our platform denominated in currencies other than the U.S. dollar; • balances held as funds receivable and amounts held on behalf of customers and funds payable and amounts payable to customers; • unbilled amounts for confirmed bookings under the terms of our Pay Less Upfront program; and • intercompany balances primarily related to our payment entities that process customer payments.
We have foreign currency exchange risks related primarily to: • revenue and cost of revenue associated with bookings on our platform denominated in currencies other than the U.S. dollar; • balances held as funds receivable and amounts held on behalf of customers and funds payable and amounts payable to customers; • unbilled amounts for confirmed bookings under the terms of our payment programs (Pay Less Upfront and Reserve Now, Pay Later); and • intercompany balances primarily related to our payment entities that process customer payments.
As of December 31, 2024, we had an additional $5.9 billion that we held for bookings in advance of guests completing check-ins, which we record separately on our consolidated balance sheets as funds receivable and amounts held on behalf of customers. The primary objective of our investment activities is to preserve capital and meet liquidity requirements without significantly increasing risk.
As of December 31, 2025, we had an additional $7.0 billion that we held for bookings in advance of guests completing check-ins, which we record separately on our consolidated balance sheets as funds receivable and amounts held on behalf of customers. The primary objective of our investment activities is to preserve capital and meet liquidity requirements without significantly increasing risk.
A hypothetical 100 basis point increase in interest rates would have resulted in a decrease of $27 million to our investment portfolio as of December 31, 2024. 45 Table of Contents
A hypothetical 100 basis point increase in interest rates would have resulted in a decrease of $30 million to our investment portfolio as of December 31, 2025. 45 Table of Contents
These hedges are primarily designed to manage foreign exchange risk associated with forecasted foreign denominated revenue, balances held as funds payable and amounts payable to customers, and unbilled amounts for confirmed bookings under the terms of our Pay Less Upfront program.
These hedges are primarily designed to manage foreign exchange risk associated with forecasted foreign denominated revenue, balances held as funds payable and amounts payable to customers, and unbilled amounts for confirmed bookings under the terms of our payment programs.
We had cash and cash equivalents of $6.9 billion and short-term investments of $3.7 billion as of December 31, 2024, which primarily consisted of corporate debt securities, mortgage-backed and asset-backed securities, U.S. government and government agency debt securities (“government bonds”), commercial paper, certificates of deposit and time deposits.
We had cash and cash equivalents of $6.6 billion and short-term investments of $4.5 billion as of December 31, 2025, which primarily consisted of corporate debt securities, mortgage-backed and asset-backed securities, U.S. government and government agency debt securities (“government bonds”), commercial paper, certificates of deposit, and time deposits.
As a result, in those cases, we bear the currency risk of both the guest payment as well as the host payment due to timing differences in such payments. We enter into foreign currency derivative contracts to protect against foreign exchange risks.
As a result, in those cases, we bear the currency risk of both the guest payment as well as the host payment due to timing differences in such payments. Movements in foreign exchange rates are recorded in other expense, net in our consolidated statements of operations. We enter into foreign currency derivative contracts to protect against foreign exchange risks.
Investment and Interest Rate Risk We are exposed to interest rate risk related primarily to our investment portfolio. Changes in interest rates affect the interest earned on our total cash, cash equivalents, available-for-sale short-term investments, and the fair value of those securities.
Changes in interest rates affect the interest earned on our total cash, cash equivalents, available-for-sale short-term investments, and the fair value of those securities.
Movements in foreign exchange rates are recorded in other income (expense), net in our consolidated statements of operations. Furthermore, our platform generally enables guests to make payments in the currency of their choice to the extent that the currency is supported by Airbnb, which may not match the currency in which the host elects to be paid.
Furthermore, our platform generally enables guests to make payments in the currency of their choice to the extent that the currency is supported by Airbnb, which may not match the currency in which the host elects to be paid.
We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in exchange rates.
We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in exchange rates. If our foreign-currency denominated assets, liabilities, revenues, or expenses increase, our results of operations may be more significantly impacted by fluctuations in the exchange rates of the currencies in which we do business.

Other ABNB 10-K year-over-year comparisons