SEC Filing | Chime Financial, Inc

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SEC FORM 4/A 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^*

DST Global Advisors Ltd

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (B.V.I.) LTD,

TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN

(Street)

TORTOLA

VG1110

(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)

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/13/2025

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)
Common Stock	06/13/2025		C⁽¹⁾		23,924,810	A	$0	23,924,810	I	By DST Global VI, L.P.⁽²⁾⁽⁹⁾
Common Stock	06/13/2025		C⁽¹⁾		12,291,630	A	$0	12,291,630	I	By DST Investments XXI, L.P.⁽³⁾⁽⁹⁾
Common Stock	06/13/2025		C⁽¹⁾		7,241,423	A	$0	7,241,423	I	By DST Global VII, L.P.⁽⁴⁾⁽¹⁰⁾
Common Stock	06/13/2025		C⁽¹⁾		3,765,541	A	$0	3,765,541	I	By DSTG VII Investments-1, L.P.⁽⁵⁾⁽¹⁰⁾
Common Stock	06/13/2025		C⁽¹⁾		2,493,293	A	$0	2,493,293	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Common Stock	06/13/2025		C⁽¹⁾		2,063,270	A	$0	2,063,270	I	By DSTG VI Investments, L.P.⁽⁷⁾⁽⁹⁾
Common Stock	06/13/2025		C⁽¹⁾		488,748	A	$0	488,748	I	By DSTG VII Investments-4, L.P.⁽⁸⁾⁽¹⁰⁾
Common Stock	06/13/2025		J⁽¹⁾		23,924,810	D	$0	0	I	By DST Global VI, L.P.⁽²⁾⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		23,924,810	A	$0	23,924,810	I	By DST Global VI, L.P.⁽²⁾⁽⁹⁾
Common Stock	06/13/2025		J⁽¹⁾		12,291,630	D	$0	0	I	By DST Investments XXI, L.P.⁽³⁾⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		12,291,630	A	$0	12,291,630	I	By DST Investments XXI, L.P.⁽³⁾⁽⁹⁾
Common Stock	06/13/2025		J⁽¹⁾		7,241,423	D	$0	0	I	By DST Global VII, L.P.⁽⁴⁾⁽¹⁰⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		7,241,423	A	$0	7,241,423	I	By DST Global VII, L.P.⁽⁴⁾⁽¹⁰⁾
Common Stock	06/13/2025		J⁽¹⁾		3,765,541	D	$0	0	I	By DSTG VII Investments-1, L.P.⁽⁵⁾⁽¹⁰⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		3,765,541	A	$0	3,765,541	I	By DSTG VII Investments-1, L.P.⁽⁵⁾⁽¹⁰⁾
Common Stock	06/13/2025		J⁽¹⁾		2,493,293	D	$0	0	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		2,493,293	A	$0	2,493,293	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Common Stock	06/13/2025		J⁽¹⁾		2,063,270	D	$0	0	I	By DSTG VI Investments, L.P.⁽⁷⁾⁽⁹⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		2,063,270	A	$0	2,063,270	I	By DSTG VI Investments, L.P.⁽⁷⁾⁽⁹⁾
Common Stock	06/13/2025		J⁽¹⁾		488,748	D	$0	0	I	By DSTG VII Investments-4, L.P.⁽⁸⁾⁽¹⁰⁾
Class A Common Stock	06/13/2025		J⁽¹⁾		488,748	A	$0	488,748	I	By DSTG VII Investments-4, L.P.⁽⁸⁾⁽¹⁰⁾

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)
Series D Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			23,924,810	⁽¹⁾	⁽¹⁾	Common Stock	23,924,810	$0	0	I	By DST Global VI, L.P.⁽²⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			12,291,630	⁽¹⁾	⁽¹⁾	Common Stock	12,291,630	$0	0	I	By DST Investments XXI, L.P.⁽³⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			2,063,270	⁽¹⁾	⁽¹⁾	Common Stock	2,063,270	$0	0	I	By DSTG VI Investments, L.P.⁽⁷⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			1,913,980	⁽¹⁾	⁽¹⁾	Common Stock	1,913,980	$0	0	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Series E Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			7,241,423	⁽¹⁾	⁽¹⁾	Common Stock	7,241,423	$0	0	I	By DST Global VII, L.P.⁽⁴⁾⁽¹⁰⁾
Series E Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			579,313	⁽¹⁾	⁽¹⁾	Common Stock	579,313	$0	0	I	By DSTG VI Investments-A, L.P.⁽⁶⁾⁽⁹⁾
Series E Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			3,765,541	⁽¹⁾	⁽¹⁾	Common Stock	3,765,541	$0	0	I	By DSTG VII Investments-1, L.P.⁽⁵⁾⁽¹⁰⁾
Series F Preferred Stock	⁽¹⁾	06/13/2025		C⁽¹⁾			488,748	⁽¹⁾	⁽¹⁾	Common Stock	488,748	$0	0	I	By DSTG VII Investments-4, L.P.⁽⁸⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

DST Global Advisors Ltd

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (B.V.I.) LTD,

TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN

(Street)

TORTOLA

VG1110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cardew Services Ltd

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (B.V.I.) LTD,

TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN

(Street)

TORTOLA

VG1110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Galileo (PTC) Ltd

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (B.V.I.) LTD,

TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN

(Street)

TORTOLA

VG1110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Zinonos Despoina

(Last)

(First)

(Middle)

C/O TRIDENT TRUST COMPANY (B.V.I.) LTD,

TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN

(Street)

TORTOLA

VG1110

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted into Common Stock on a one-for-one basis without payment of consideration. The Preferred Stock had no expiration date. Following conversion of the Preferred Stock into Common Stock and immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. Shares held directly by DST Global VI, L.P.

3. Shares held directly by DST Investments XXI, L.P.

4. Shares held directly by DST Global VII, L.P.

5. Shares held directly by DSTG VII Investments-1, L.P.

6. Shares held directly by DSTG VI Investments-A, L.P.

7. Shares held directly by DSTG VI Investments, L.P.

8. Shares held directly by DSTG VII Investments-4, L.P.

9. DST Managers VI Limited ("DSTG Managers VI") is the general partner of each of DST Global VI, L.P., DST Investments XXI, L.P., DSTG VI Investments, L.P. and DSTG VI Investments-A, L.P. DSTG Managers VI is wholly-owned by DST Global Advisors Limited ("DST Global Advisors"). Cardew Services Limited ("Cardew Services") wholly owns DST Global Advisors. Galileo (PTC) Limited ("Galileo (PTC)") wholly owns Cardew Services. Despoina Zinonos is the sole equity owner of Galileo (PTC). Each of DST Managers VI, DST Global Advisors, Cardew Services, Galileo (PTC) and Ms. Zinonos disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or her pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

10. DST Managers VII Limited ("DSTG Managers VII") is the general partner of each of DST Global VII, L.P., DSTG VII Investments-1, L.P. and DSTG VII Investments-4, L.P. DSTG Managers VII is wholly-owned by DST Global Advisors. Cardew Services wholly owns DST Global Advisors. Galileo (PTC) wholly owns Cardew Services. Ms. Zinonos is the sole equity owner of Galileo (PTC). Each of DST Managers VII, DST Global Advisors, Cardew Services, Galileo (PTC) and Ms. Zinonos disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or her pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

This Form 4/A amends the Form 4 filing dated June 13, 2025 solely to add Despoina Zinonos, Cardew Services Limited and Galileo (PTC) Limited as additional Reporting Persons. The original Form 4 disclosed the maximum 10 reporting persons and, accordingly, the original Form 4 is now form 1 of 2 and this amended form is form 2 of 2. DST Global Advisors Limited is the Designated Filer on both form 1 and form 2.

	DST Global Advisors Ltd By: /s/ Despoina Zinonos, President	09/30/2025
	Cardew Services Ltd By: /s/ Despoina Zinonos, President	09/30/2025
	Galileo (PTC) Ltd By: /s/ Despoina Zinonos, President	09/30/2025
	/s/ Despoina Zinonos	09/30/2025
	** Signature of Reporting Person	Date
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