Airbnb (ABNB) Risk Factor Changes

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…

Our Class A common stock has one vote per share, our Class B common stock has 20 votes per share, our Class C common stock has no votes per share, and our Class H common stock has no votes per share.

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

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.

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

The EU Consumer Rights Directive and the Unfair Commercial Practices Directive, the United Kingdom Digital Market, Competition and Consumers Act 2024 (“DMCCA”), and national consumer laws impose strict consumer protec…

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

In addition, AI and ML Technologies, including generative AI, may be vulnerable to adversarial user behavior or create inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such…

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 orde…

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 lia…

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

In the United States, the Federal Trade Commission (“FTC”) and state regulators enforce a variety of data privacy issues, such as misrepresentations in privacy policies or failures to appropriately protect information…

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

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…

Technology, Data Privacy and Cybersecurity

We are subject to anti-corruption laws and regulations including the U.S.

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

From time to time we are subject to claims that we or others violated certain third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our bu…

The regulatory landscape for ESG issues is also rapidly evolving, and various policymakers, including the European Union and State of California, among others, have adopted (or are considering adopting) requirements f…

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

There continues to be scrutiny on climate change, environmental sustainability, human capital, human rights, data privacy and other ESG matters among our shareholders and other stakeholders, including customers, emplo…

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.

We must comply with economic and trade sanctions from governments where we operate, including U.S.

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

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

Airbnb Payments Luxembourg SA (“APLux”) operates as a licensed payments institution across the European Economic Area (“EEA”) from Luxembourg, Airbnb Payments UK Limited (“APUK”) is licensed as an electronic money ins…

Airbnb UK Services Limited (“AUKSL") operates as an “appointed representative” and utilizes the license of a regulated third party (“principal firm”) to distribute: (i) guest travel insurance; and (ii) host and experi…

We may also become more vulnerable to third-party claims as U.S.

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

Regulatory Inquiries, Litigation, and Disputes

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

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

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

Compliance with diverse and evolving laws across jurisdictions is costly and complex, increasing our operational expenses and potential liabilities (including potential criminal or other penalties).

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

We are subject to a wide variety of laws, regulations, and rules applicable to short-term rental, experiences, services, long-term rental, and home sharing businesses, or that govern our business practices, including…

The application of indirect taxes, such as lodging taxes, transactional taxes, hotel, sales and use tax, privilege taxes, excise taxes, VAT, goods and services tax, digital services taxes, harmonized sales taxes, busi…

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 r…

Many countries in Europe, as well as a number of other countries and states, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obliga…

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

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

In 2022, we adopted our Live and Work Anywhere policy, which permits the majority of our employees to work remotely.

The accounting for our business is subject to change based on the evolution of our business model, interpretations of relevant accounting principles, enforcement of existing or new regulations, and changes in policies…

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

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

Our financial performance is dependent on the strength of the travel and hospitality industries, which can be significantly impacted by events beyond our control such as extreme weather, natural disasters, pandemics o…

Further, claims have been asserted against us from our hosts, guests, and third parties for compensation due to alleged fatalities, gun violence, other violent acts, carbon monoxide incidents, hidden camera incidents,…

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

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, guest…

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

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

If we fail to retain or add hosts and guests, if hosts do not provide high-quality stays, experiences, and services, if new offerings and initiatives on our platform are unsuccessful, or if our community support funct…

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…

corporate transaction requiring stockholder approval.

repurchasing shares of our common stock.

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

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…

Development, maintenance and operation of AI and ML Technologies requires additional investment in the development of proprietary datasets, machine learning models, and systems to monitor and test for accuracy, bias,…

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 orde…

against us.

When we are required to disclose personal data to government agencies, such as tax authorities and law enforcement agencies, this could be perceived by third parties as non-compliance with data privacy and security la…

The U.S.

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

Additionally, we note that as the use of AI and machine learning technologies (“AI and ML Technologies”) continues to grow, regulators (including data protection regulators) are expected to take an increased interest…

existing and future safeguards, including training and compliance programs to discourage corrupt practices by such parties, may not prove effective, and we cannot ensure that all such parties, including those that may…

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

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

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

The Organization for Economic Cooperation and Development (the “OECD”) is coordinating negotiations among more than 140 countries with the goal of achieving consensus around substantial changes to international tax po…

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

The accounting for our business is subject to change based on the evolution of our business model, interpretations of relevant accounting principles, enforcement of existing or new regulations, and changes in policies…

(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 fina…

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

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

that would limit our ability to use 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 imp…

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

The U.S.

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

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.

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

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

The U.S.

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

Industry, Financial, and Insurance Risks

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

significant management attention and careful prioritization.