Sec Form 4 Filing - Britt Christopher R @ Chime Financial, Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 4

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)
06/12/2025

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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	06/12/2025		F		8,431 ^{( 1 )}	D	$ 27	368,236 ^{( 2 )} ^{( 3 )}	D
Common Stock	06/13/2025		J^{( 4 )}		368,236	D		0	D
Common Stock	06/13/2025		J^{( 4 )}		14,643,564	D		0	I	See footnote ^{( 5 )}
Common Stock	06/13/2025		J^{( 4 )}		500,000	D		0	I	See footnote ^{( 6 )}
Common Stock	06/13/2025		J^{( 4 )}		500,000	D		0	I	See footnote ^{( 7 )}
Common Stock	06/13/2025		J^{( 4 )}		466,599	D		0	I	See footnote ^{( 8 )}
Common Stock	06/13/2025		J^{( 4 )}		466,599	D		0	I	See footnote ^{( 9 )}
Common Stock	06/13/2025		J^{( 4 )}		333,000	D		0	I	See footnote ^{( 10 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		368,236	A		368,236 ^{( 2 )} ^{( 11 )}	D
Class A Common Stock	06/13/2025		J^{( 4 )}		14,643,564	A		14,643,564	I	See footnote ^{( 5 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		500,000	A		500,000	I	See footnote ^{( 6 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		500,000	A		500,000	I	See footnote ^{( 7 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		466,599	A		466,599	I	See footnote ^{( 8 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		466,599	A		466,599	I	See footnote ^{( 9 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		333,000	A		333,000	I	See footnote ^{( 10 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		15,110	D		353,126 ^{( 2 )} ^{( 12 )}	D
Class A Common Stock	06/13/2025		J^{( 4 )}		14,643,564	D		0	I	See footnote ^{( 5 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		500,000	D		0	I	See footnote ^{( 6 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		500,000	D		0	I	See footnote ^{( 7 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		466,599	D		0	I	See footnote ^{( 8 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		466,599	D		0	I	See footnote ^{( 9 )}
Class A Common Stock	06/13/2025		J^{( 4 )}		333,000	D		0	I	See footnote ^{( 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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	^{( 13 )}	06/13/2025		J^{( 14 )}		15,110		^{( 13 )}	^{( 13 )}	Class A Common Stock	15,110	^{( 14 )}	15,110	D
Class B Common Stock	^{( 13 )}	06/13/2025		J^{( 14 )}		14,643,564		^{( 13 )}	^{( 13 )}	Class A Common Stock	14,643,564	^{( 14 )}	14,643,564	I	See footnote ^{( 5 )}
Class B Common Stock	^{( 13 )}	06/13/2025		J^{( 14 )}		500,000		^{( 13 )}	^{( 13 )}	Class A Common Stock	500,000	^{( 14 )}	500,000	I	See footnote ^{( 6 )}
Class B Common Stock	^{( 13 )}	06/13/2025		J^{( 14 )}		500,000		^{( 13 )}	^{( 13 )}	Class A Common Stock	500,000	^{( 14 )}	500,000	I	See footnote ^{( 7 )}
Class B Common Stock	^{( 13 )}	06/13/2025		J^{( 14 )}		466,599		^{( 13 )}	^{( 13 )}	Class A Common Stock	466,599	^{( 14 )}	466,599	I	See footnote ^{( 8 )}
Class B Common Stock	^{( 13 )}	06/13/2025		J^{( 14 )}		466,599		^{( 13 )}	^{( 13 )}	Class A Common Stock	466,599	^{( 14 )}	466,599	I	See footnote ^{( 9 )}
Class B Common Stock	^{( 13 )}	06/13/2025		J^{( 14 )}		333,000		^{( 13 )}	^{( 13 )}	Class A Common Stock	333,000	^{( 14 )}	333,000	I	See footnote ^{( 10 )}
Employee Stock Option (Right to Buy)	$ 7.67	06/13/2025		J^{( 15 )}			2,628,665	^{( 16 )}	01/27/2030	Common Stock	2,628,665	^{( 15 )}	0	D
Employee Stock Option (Right to Buy)	$ 7.67	06/13/2025		J^{( 15 )}		2,628,665		^{( 16 )}	01/27/2030	Class A Common Stock	2,628,665	^{( 15 )}	2,628,665	D
Employee Stock Option (Right to Buy)	$ 13.89	06/13/2025		J^{( 15 )}			900,000	^{( 17 )}	03/28/2033	Common Stock	900,000	^{( 15 )}	0	D
Employee Stock Option (Right to Buy)	$ 13.89	06/13/2025		J^{( 15 )}		900,000		^{( 17 )}	03/28/2033	Class A Common Stock	900,000	^{( 15 )}	900,000	D
Employee Stock Option (Right to Buy)	$ 17.35	06/13/2025		J^{( 15 )}			700,000	^{( 18 )}	03/29/2034	Common Stock	700,000	^{( 15 )}	0	D
Employee Stock Option (Right to Buy)	$ 17.35	06/13/2025		J^{( 15 )}		700,000		^{( 18 )}	03/29/2034	Class A Common Stock	700,000	^{( 15 )}	700,000	D
Employee Stock Option (Right to Buy	$ 17.35	06/13/2025		J^{( 15 )}			200,000	^{( 18 )}	03/29/2034	Common Stock	200,000	^{( 15 )}	0	D
Employee Stock Option (Right to Buy)	$ 17.35	06/13/2025		J^{( 15 )}		200,000		^{( 18 )}	03/29/2034	Class A Common Stock	200,000	^{( 15 )}	200,000	D
Performance Stock Units	^{( 19 )} ^{( 20 )}	06/13/2025		J^{( 20 )}			1,000,000	^{( 21 )}	^{( 21 )}	Common Stock	1,000,000	^{( 20 )}	0	D
Performance Stock Units	^{( 20 )} ^{( 22 )}	06/13/2025		J^{( 20 )}		1,000,000		^{( 21 )}	^{( 21 )}	Class A Common Stock	1,000,000	^{( 20 )}	1,000,000	D

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		06/13/2025
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )These shares have been withheld by the Issuer, in an exempt disposition to the Issuer under Rule 16b-3(e), to satisfy its income tax withholding and remittance obligations in connection with the net settlement of restricted stock units ("RSUs") pursuant to the Issuer's initial public offering of Class A Common Stock (the "IPO").
( 2 )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.
( 3 )Certain of these securities are 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 of each RSU.
( 4 )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 IPO.
( 5 )The shares are held by the Britt Living Trust, for which the Reporting Person serves as trustee.
( 6 )The shares are held by the Tiger Trust, for which William Gheen III serves as trustee.
( 7 )The shares are held by held by the Aloha Trust, for which William Gheen III serves as trustee.
( 8 )The shares are held by the Tiger GRAT, for which William Gheen III serves as trustee.
( 9 )The shares are held by the Aloha GRAT, for which William Gheen III serves as trustee.
( 10 )The shares are held by the Reporting Person's spouse.
( 11 )Certain of these securities are 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.
( 12 )These securities are 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.
( 13 )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.
( 14 )Following the reclassification of Common Stock into Class A Common Stock, all shares of Class A Common Stock were exchanged at a 1:1 ratio for shares of Class B Common Stock in a transaction previously approved by the Issuer's board of directors.
( 15 )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 upon exercise of the option, such shares of Class A Common Stock may be exchanged at a 1:1 ratio for shares of Class B Common Stock at the election of the holder.
( 16 )All of the shares subject to the option are fully vested and exercisable as of the date hereof.
( 17 )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.
( 18 )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.
( 19 )Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions.
( 20 )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 a PSU may be exchanged at a 1:1 ratio for a share of Class B Common Stock at the election of the holder.
( 21 )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.
( 22 )Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable vesting schedule and conditions.

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.

Sec Form 4 Filing - Britt Christopher R @ Chime Financial, Inc. - 2025-06-12