UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2023
Airbnb, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39778 | 26-3051428 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
888 Brannan Street
San Francisco, California 94103
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (415) 510-4027
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Class A common stock, $0.0001 par value per share | ABNB | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On November 7, 2023, Airbnb, Inc. (the “Company”) provided an update on the Italian tax authorities’ tax assessment of 779 million euros on Airbnb’s Irish subsidiary (“Airbnb Ireland”) and related seizure order for the 2017-2021 tax years (the “Audited Periods”).
On December 13, 2023, without admitting any liability, Airbnb Ireland signed an agreement with the Italian Revenue Agency in settlement of the Audited Periods for an aggregate payment of 576 million euros. Such agreement settles the withholding on Host income tax obligations of Airbnb Ireland, including taxes, interest and penalties, for the Audited Periods. The settlement does not include any tax withholding assessments for 2022 and 2023, which amounts could be material. The Company does not intend to recover any tax withholdings from the impacted Hosts for the Audited Periods although it intends to obtain information regarding Hosts’ taxes already paid for 2022 and 2023.
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding the expected resolution of the disputes and related matters described herein. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “should,” “expects,” “plans,” “anticipates,” “could,” “outlook,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause the Company’s actual results, performance, or achievements to differ materially from results expressed or implied in this report. Investors are cautioned not to place undue reliance on these statements, and reported results should not be considered as an indication of future performance. Future results may also be subject to other risks listed or described from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 and any subsequent filings, which are or will be on file with the SEC and available on the investor relations page of the Company’s website. All forward looking statements are based on information and estimates available to the Company at the time of this report. Except as required by law, the Company assumes no obligation to update any of the statements in this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AIRBNB, INC. | ||||||
| Date: December 13, 2023 | By: | /s/ David E. Stephenson | ||||
| David E. Stephenson | ||||||
| Chief Financial Officer | ||||||
