SEC Filing | Chime Financial, Inc

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

King Ryan A

(Last)

(First)

(Middle)

C/O CHIME FINANCIAL, INC.

101 CALIFORNIA STREET, SUITE 500

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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

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

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Co-Founder

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/13/2025		J⁽¹⁾		43,850	A	⁽¹⁾	43,850	I	See footnote⁽²⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		21,899	D	⁽¹⁾	175,001⁽³⁾⁽⁴⁾	D
Class A Common Stock	06/13/2025		J⁽¹⁾		12,183,739	D	⁽¹⁾	0	I	See footnote⁽⁵⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		900,000	D	⁽¹⁾	0	I	See footnote⁽⁶⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		900,000	D	⁽¹⁾	0	I	See footnote⁽⁷⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		303,930	D	⁽¹⁾	0	I	See footnote⁽⁸⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		225,000	D	⁽¹⁾	0	I	See footnote⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		87,700	D	⁽¹⁾	0	I	See footnote⁽¹⁰⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		87,700	D	⁽¹⁾	0	I	See footnote⁽¹¹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		87,700	D	⁽¹⁾	0	I	See footnote⁽¹²⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		87,700	D	⁽¹⁾	0	I	See footnote⁽¹³⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		87,700	D	⁽¹⁾	0	I	See footnote⁽¹⁴⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		87,700	D	⁽¹⁾	0	I	See footnote⁽¹⁵⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		87,700	D	⁽¹⁾	0	I	See footnote⁽¹⁶⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		87,700	D	⁽¹⁾	0	I	See footnote⁽¹⁷⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		43,850	D	⁽¹⁾	0	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically 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 (the "IPO").

2. The shares are held by Maureen Vergara, a member of the Reporting Person's family.

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

4. Immediately prior to the completion of the IPO, each share of Common Stock was automatically reclassified into one share of Class A Common Stock and each share of Class A Common Stock issued following the vesting and settlement of an RSU may be exchanged at a 1:1 ratio for a share of Class B Common Stock at the election of the holder.

5. The shares are held by the King Family Trust, for which the Reporting Person serves as attorney-in-fact.

6. The shares are held by King Irrevocable Trust A, for which the Reporting Person serves as attorney-in-fact.

7. The shares are held by King Irrevocable Trust M, for which the Reporting Person serves as attorney-in-fact.

8. The shares are held by Peninsula Living Trust, for which the Reporting Person serves as attorney-in-fact.

9. The shares are held by King Grantor Trust MV, for which the Reporting Person serves as attorney-in-fact.

10. The shares are held by King Gift Trust AK, for which the Reporting Person serves as attorney-in-fact.

11. The shares are held by King Gift Trust AV, for which the Reporting Person serves as attorney-in-fact.

12. The shares are held by King Gift Trust CV, for which the Reporting Person serves as attorney-in-fact.

13. The shares are held by King Gift Trust EK, for which the Reporting Person serves as attorney-in-fact.

14. The shares are held by King Gift Trust LK, for which the Reporting Person serves as attorney-in-fact.

15. The shares are held by King Gift Trust MK, for which the Reporting Person serves as attorney-in-fact.

16. The shares are held by King Gift Trust NV, for which the Reporting Person serves as attorney-in-fact.

17. The shares are held by King Gift Trust SK, for which the Reporting Person serves as attorney-in-fact.

Remarks:

Due to a 30-line item limitation in Table I, this is the second of two Forms 4 filed by the Reporting Person.

	/s/ Theresa Bloom, by power of attorney	06/13/2025
	** 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 4 (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).
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