SEC Filing | Chime Financial, Inc

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Newcomb Matthew S

(Last)

(First)

(Middle)

C/O CHIME FINANCIAL, INC.

101 CALIFORNIA STREET, SUITE 500

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2025

3. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
CHIEF FINANCIAL OFFICER

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	629,233⁽²⁾	D
Common Stock⁽¹⁾	2,147,872	I	See footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽⁴⁾	11/05/2028	Common Stock⁽¹⁾	103,417	0.684	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	07/22/2030	Common Stock⁽¹⁾	325,000	6.19	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/06/2033	Common Stock⁽¹⁾	375,000	13.89	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	12/24/2033	Common Stock⁽¹⁾	266,667	15.7	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/05/2035	Common Stock⁽¹⁾	233,400	27.9	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	03/05/2035	Common Stock⁽¹⁾	383,400	27.9	D

Explanation of Responses:

1. Each share of Common Stock will be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

2. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions.

3. These shares are held by 2019 Newcomb Fox Family Trust, for which the Reporting Person and his spouse serve as trustees.

4. All of the shares subject to the option are fully vested and exercisable as of the date hereof.

5. 1/48th of the shares subject to the option vested on March 7, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

6. 1/48th of the shares subject to the option vested on March 15, 2024 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

7. 1/48th of the shares subject to the option vested on March 15, 2025 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.

8. 10% of shares subject to the option vest on each of February 15, 2026 and February 15, 2027, 30% of shares subject to the option vest on February 15, 2028, and 50% of shares subject to the option vest on February 15, 2029, subject to the Reporting Person's continued service through each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Theresa Bloom, by power of attorney	06/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ex24-06122025_010617.htm

LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

The undersigned, as an officer or director of Chime Financial, Inc. (the “Company”), hereby constitutes and appoints Adam Frankel, Gaelen Gates, Theresa Bloom, Erika Fiore, and Apple Palarca, each the undersigned’s true and lawful attorney-in-fact and agent to complete and execute such Forms 144, Forms 3, 4 and 5, and all amendments thereto, and other forms as such attorney-in-fact shall in his or her discretion determine to be required or advisable pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company, and to do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Rule 144 promulgated under the Securities Act or Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 144 and/or Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company unless earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in-fact.

[Signature Page Follows]

This Limited Power of Attorney is executed as of the date set forth below.


	Signature:	/s/ Matthew Newcomb
	Print Name:	Matthew Newcomb
	Dated:	June 11, 2025