| 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). | ||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/02/2026 | A | 10,753(1) | A | $0 | 18,381 | D | |||
| Class A Common Stock | 6,865,680 | I | By Menlo Ventures XIV, L.P.(2) | |||||||
| Class A Common Stock | 102,310 | I | By MMEF XIV, L.P.(3) | |||||||
| Class A Common Stock | 88,200 | I | By Menlo Entrepreneurs Fund XIV, L.P.(4) | |||||||
| Class A Common Stock | 9,650,310 | I | By Menlo Inflection I, L.P.(5) | |||||||
| Class A Common Stock | 156,900 | I | By MMSOP, L.P.(6) | |||||||
| Class A Common Stock | 569,755 | I | By Menlo Inflection II, L.P.(7) | |||||||
| Class A Common Stock | 5,793 | I | By MM Inflection, L.P.(8) | |||||||
| Class A Common Stock | 3,765 | I | By Menlo Entrepreneurs Inflection Fund, L.P.(9) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. 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. 100% of the RSUs shall vest on the earlier of (i) June 2, 2027 or (ii) the day immediately before the date of the Issuer's next annual meeting, subject to the Reporting Person continuing as a service provider through each such date. |
| 2. Shares are directly held by Menlo Ventures XIV, L.P. ("Menlo XIV"). The Reporting Person is a managing member of MV Management XIV, L.L.C. ("MVM XIV"), the general partner of Menlo XIV. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 3. Shares are directly held by MMEF XIV, L.P. ("MMEF XIV"). The Reporting Person is a managing member of MVM XIV, the general partner of MMEF XIV. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 4. Shares are directly held by Menlo Entrepreneurs Fund XIV, L.P. ("MEF XIV"). The Reporting Person is a managing member of MVM XIV, the general partner of MEF XIV. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 5. Shares are directly held by Menlo Inflection I, L.P. ("Menlo Inflection I"). The Reporting Person is a managing member of MSOP GP, L.L.C. ("MSOP GP"), the general partner of Menlo Inflection I. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 6. Shares are directly held by MMSOP, L.P. ("MMSOP"). The Reporting Person is a managing member of MSOP GP, the general partner of MMSOP. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 7. Securities are directly held by Menlo Inflection II, L.P. ("Menlo Inflection II"). The Reporting Person is a managing member of MSOP GP II, L.L.C. ("MSOP GP II"), the general partner of Menlo Inflection II. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 8. Securities are directly held by MM Inflection, L.P. ("MM Inflection"). The Reporting Person is a managing member of MSOP GP II, the general partner of MM Inflection. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 9. Securities are directly held by Menlo Entrepreneurs Inflection Fund, L.P. ("ME Inflection"). The Reporting Person is a managing member of MSOP GP II, the general partner of ME Inflection. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| /s/ Shawn T. Carolan | 06/04/2026 | |
| ** 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). | ||
| 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. | ||