Sec Form 3 Filing - Britt Christopher R @ Chime Financial, Inc. - 2025-06-11

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Britt Christopher R
2. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
C/O CHIME FINANCIAL, INC., 101 CALIFORNIA STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2025
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock ( 1 ) 376,667 ( 2 ) D
Common Stock ( 1 ) 14,643,564 I See footnote ( 3 )
Common Stock ( 1 ) 500,000 I See footnote ( 4 )
Common Stock ( 1 ) 500,000 I See footnote ( 5 )
Common Stock ( 1 ) 466,599 I See footnote ( 6 )
Common Stock ( 1 ) 466,599 I See footnote ( 7 )
Common Stock ( 1 ) 333,000 I See footnote ( 8 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (Right to Buy) $ 7.67 ( 9 ) 01/27/2030 Common Stock ( 10 ) 2,628,665 D
Employee Stock Option (Right to Buy) $ 13.89 ( 11 ) 03/28/2033 Common Stock ( 10 ) 900,000 D
Employee Stock Option (Right to Buy) $ 17.35 ( 12 ) 03/29/2034 Common Stock ( 10 ) 700,000 D
Employee Stock Option (Right to Buy) $ 17.35 ( 12 ) 03/29/2034 Common Stock ( 10 ) 200,000 D
Performance Stock Units ( 14 ) ( 13 ) ( 13 ) Common Stock ( 10 ) 1,000,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Britt Christopher R
C/O CHIME FINANCIAL, INC.
101 CALIFORNIA STREET, SUITE 500
SAN FRANCISCO, CA94111
X CHIEF EXECUTIVE OFFICER
Signatures
/s/ Theresa Bloom, by power of attorney 06/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO"), each share of Common Stock shall be reclassified into one share of Class A Common Stock and such shares of Class A Common Stock shall be exchanged at a 1:1 ratio for shares of Class B 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 )The shares are held by the Britt Living Trust, for which the Reporting Person serves as trustee.
( 4 )The shares are held by the Tiger Trust, for which William Gheen III serves as trustee.
( 5 )The shares are held by held by the Aloha Trust, for which William Gheen III serves as trustee.
( 6 )The shares are held by the Tiger GRAT, for which William Gheen III serves as trustee.
( 7 )The shares are held by the Aloha GRAT, for which William Gheen III serves as trustee.
( 8 )The shares are held by the Reporting Person's spouse.
( 9 )All of the shares subject to the option are fully vested and exercisable as of the date hereof.
( 10 )Immediately prior to the completion of the IPO, each share of Common Stock shall be reclassified into one share of Class A Common Stock.
( 11 )1/48th of the shares subject to the option vested on April 29, 2023 and 1/48th of the shares vest monthly thereafter, subject to the Reporting Person's continued service through each vesting date.
( 12 )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.
( 13 )The performance stock units vest based on the Issuer's stock price performance over a performance period beginning on the first trading day immediately following a 180 calendar day period that begins on (and includes) the first trading day after the IPO and ends on the eighth anniversary of the first trading day after the IPO, subject to the Reporting Person satisfying certain service-based conditions.
( 14 )Each performance stock unit represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions.

Remarks:
Exhibit 24 - Power of Attorney

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