Item 5. Other Information
ITEM 5. Other Information
Securities Trading Plans of Directors and Executive Officers
No officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.
ITEM 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below.
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Description Form
Filing Date
Exhibit
Filed Herewith
3.1
Amended and Restated Certificate of Incorporation of the registrant.
X
3.2
Amended and Restated Bylaws of the registrant.
X
4.1
Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of August 9, 2021 .
S-1
May 13, 2025
4.1
4.2
Form of Warrant to Purchase Class A Common Stock.
S-1
May 13, 2025
4.2
101
10.1+
Form of Indemnification Agreement between the registrant and each of its directors and executive officers.
S-1
May 13, 2025
10.1
10.2+
Chime Financial, Inc. 2025 Equity Incentive Plan and related form agreements.
S-1
May 13, 2025
10.2
10.3+
Chime Financial, Inc. 2025 Employee Stock Purchase Plan and related form agreements.
S-1
May 13, 2025
10.3
10.4+
Chime Financial, Inc. Amended and Restated 2012 Stock Option and Grant Plan and related form agreements.
S-1
May 13, 2025
10.4
10.5+
Outside Director Compensation Policy.
S-1
May 13, 2025
10.5
10.6+
Change in Control Severance Plan.
S-1
May 13, 2025
10.6
10.7+
Officer Severance Plan.
S-1
May 13, 2025
10.7
10.8+
2024 Bonus Plan.
S-1
May 13, 2025
10.8
10.9+
Executive Incentive Compensation Plan.
S-1
May 13, 2025
10.9
10.10+
Confirmatory Employment Letter between the registrant and Christopher Britt, dated as of April 3, 2025.
S-1/A
June 2, 2025
10.10
10.11+
Confirmatory Employment Letter between the registrant and Ryan King, dated as of April 3, 2025.
S-1/A
June 2, 2025
10.11
10.12+
Confirmatory Employment Letter between the registrant and Matthew Newcomb, dated as of April 3, 2025.
S-1/A
June 2, 2025
10.12
10.13+
Confirmatory Employment Letter between the registrant and Adam Frankel, dated as of April 3, 2025.
S-1/A
June 2, 2025
10.13
10.14+
Confirmatory Employment Letter between the registrant and Mark Troughton, dated as of April 3, 2025.
S-1/A
June 2, 2025
10.14
10.15+
Founder Letter Agreement between the registrant and Christopher Britt, dated as of April 28, 2025.
S-1/A
June 2, 2025
10.15
10.16+
Founder Letter Agreement between the registrant and Ryan King, dated as of April 28, 2025.
S-1/A
June 2, 2025
10.16
10.17+
Form of Exchange Agreement among the registrant, each of Christopher Britt and Ryan King, and certain related entities.
S-1
May 13, 2025
10.17
10.18+
Form of Equity Exchange Right Agreement between the registrant and each of Christopher Britt and Ryan King.
S-1
May 13, 2025
10.18
10.19^
Lease Agreement between the registrant and Elm Property Venture LLC, dated as of September 2, 2021.
S-1
May 13, 2025
10.19
10.20^
Credit Agreement among the registrant, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., dated as of March 31, 2025.
S-1
May 13, 2025
10.20
10.21*^
Master Services Agreement between the registrant and The Bancorp Bank, N.A., dated as of June 9, 2023, as amended on January 6, 2025, February 27, 2025, March 19, 2025 , and June 20, 2025 .
X
10.22*^
Amended & Restated Private Label Consumer & Commercial Checking Account, Savings Account & Debit Card Issuance Agreement between the registrant and Stride Bank, N.A. (f/k/a Central National Bank and Trust Co. of Enid), effective as of December 1, 2022, as amended on October 23, 2024, and March 31, 2025.
S-1
May 13, 2025
10.22
102
10.23*^
Secured Credit Card Issuing and Marketing Agreement between the registrant and Central National Bank and Trust Co. of Enid, effective as of October 10, 2018, as amended on March 10, 2020, March 17, 2021, December 1, 2022, and October 23, 2024.
S-1
May 13, 2025
10.23
31.1
Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of the Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1†
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
X
104
Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101)
X
+ Indicates management contract or compensatory plan.
* Certain information in this exhibit (indicated by asterisks) has been redacted because it is both (i) not material and (ii) information that the registrant treats as private or confidential.
^ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
† The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Chime Financial, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
103
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CHIME FINANCIAL, INC.
August 11, 2025 By: /s/ Christopher Britt
Christopher Britt
Chief Executive Officer and Chairperson
August 11, 2025 By: /s/ Matthew Newcomb
Matthew Newcomb
Chief Financial Officer