Airbnb's S-1 shows years of board marks, not one 409A figure

The record

Airbnb, Inc. filed its Form S-1 registration statement with the SEC on 16 November 2020, and the filing's own stock-based compensation section includes a subsection titled Common Stock Valuations. It states that, absent a public market for its stock, Airbnb's board determined fair value in accordance with the AICPA's Accounting and Valuation Guide on privately held company equity securities issued as compensation, using an enterprise value derived from income and market approaches, weighted against arm's-length preferred stock and acquisition-related transactions near each valuation date.

What the sources establish

The filing itself never uses the shorthand '409A'; it describes the board's process in the accounting terms above. What the filing does disclose numerically is the record of that process: the amended S-1/A filed 1 December 2020 sets an estimated initial public offering price of 44 to 50 dollars per share, and in the same document Airbnb discloses weighted-average exercise prices on outstanding options of 5.96 and 3.18 dollars per share under its 2008 Plan, 22.65 dollars under the Hotel Tonight plan, and 49.77 dollars under its 2018 Plan, each set at the board's fair value determination on its respective grant dates. Airbnb's final prospectus, filed 11 December 2020, records the actual initial public offering price at 68.00 dollars per share.

Scope and revision

These exercise prices are not labelled 409A valuations in the filing; they are the compensation-accounting record of fair value determinations the board made under the process the Common Stock Valuations section describes, at different dates spanning years before the offering. The filing states that following the Nasdaq listing, it would no longer be necessary to determine the fair value of the common stock, since the shares would trade publicly. The gap between the earliest exercise prices and the 68 dollar offering price reflects years of growth and the illiquidity discount inherent in a board-determined private valuation, not a single restatement or correction.

The decision in front of you

This is editorial: a reader using Airbnb's own filing to illustrate the gap between private valuations and an eventual public price should cite the specific exercise prices and grant dates the filing discloses, rather than asserting a single 409A figure the filing itself does not state, and should note the final 68 dollar price came from the later prospectus, not the original S-1.

• Which specific plan and grant-date exercise price is being compared to the IPO price, since the filing discloses several, not one?
• Does the cited figure come from the original S-1, an amendment, or the final prospectus, each filed on a different date?
• Does the comparison account for the years separating early grants from the IPO, rather than implying a sudden repricing?

A late-stage S-1's compensation section is a documentary record of how a board's private valuations moved toward an eventual offering price; reading the actual numbers it discloses is more informative than assuming a single generic '409A versus IPO price' gap.