| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/11/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/11/2026 | C | 87,700 | A | $0 | 0(1) | I | See footnote(2) | ||
| Class A Common Stock | 05/11/2026 | C | 87,700 | A | $0 | 0(1) | I | See footnote(3) | ||
| Class A Common Stock | 05/11/2026 | C | 87,700 | A | $0 | 0(1) | I | See footnote(4) | ||
| Class A Common Stock | 05/11/2026 | C | 303,930 | A | $0 | 0(1) | I | See footnote(5) | ||
| Class A Common Stock | 29,622 | I | See footnote(6) | |||||||
| Class A Common Stock | 140,001(7) | D | ||||||||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (8) | 05/11/2026 | C | 87,700 | (8) | (8) | Class A Common Stock | 87,700 | $0 | 0 | I | See footnote(2) | |||
| Class B Common Stock | (8) | 05/11/2026 | C | 87,700 | (8) | (8) | Class A Common Stock | 87,700 | $0 | 0 | I | See footnote(3) | |||
| Class B Common Stock | (8) | 05/11/2026 | C | 87,700 | (8) | (8) | Class A Common Stock | 87,700 | $0 | 0 | I | See footnote(4) | |||
| Class B Common Stock | (8) | 05/11/2026 | C | 303,930 | (8) | (8) | Class A Common Stock | 303,930 | $0 | 0 | I | See footnote(5) | |||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 14,408 | 14,408 | D | ||||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 12,183,739 | 12,183,739 | I | See footnote(6) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 900,000 | 900,000 | I | See footnote(9) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 900,000 | 900,000 | I | See footnote(10) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 225,000 | 225,000 | I | See footnote(11) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 87,700 | 87,700 | I | See footnote(12) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 87,700 | 87,700 | I | See footnote(13) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 87,700 | 87,700 | I | See footnote(14) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 87,700 | 87,700 | I | See footnote(15) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 87,700 | 87,700 | I | See footnote(16) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 43,850 | 43,850 | I | See footnote(17) | |||||||
| Explanation of Responses: |
| 1. As a result of this conversion, the Reporting Person no longer serves as attorney-in-fact for the holder and no longer has beneficial ownership over such shares. |
| 2. The shares are held by King Gift Trust EK, for which the Reporting Person served as attorney-in-fact. |
| 3. The shares are held by King Gift Trust LK, for which the Reporting Person served as attorney-in-fact. |
| 4. The shares are held by King Gift Trust SK, for which the Reporting Person served as attorney-in-fact. |
| 5. The shares are held by Peninsula Living Trust, for which the Reporting Person served as attorney-in-fact. |
| 6. The shares are held by the King Family Trust, for which the Reporting Person serves as trustee. |
| 7. Certain of 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 of each RSU. |
| 8. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
| 9. The shares are held by King Irrevocable Trust A, for which the Reporting Person serves as attorney-in-fact. |
| 10. The shares are held by King Irrevocable Trust M, for which the Reporting Person serves as attorney-in-fact. |
| 11. The shares are held by King Grantor Trust MV, for which the Reporting Person serves as attorney-in-fact. |
| 12. The shares are held by King Gift Trust AK, for which the Reporting Person serves as attorney-in-fact. |
| 13. The shares are held by King Gift Trust AV, for which the Reporting Person serves as attorney-in-fact. |
| 14. The shares are held by King Gift Trust CV, 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 Maureen Vergara, a member of the Reporting Person's family. |
| Remarks: |
| /s/ Theresa Bloom, by power of attorney | 05/13/2026 | |
| ** 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. | ||