Item 1. Financial Statements
ITEM 1. Financial Statements
CHIME FINANCIAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(unaudited)
September 30,
2025 December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 445,026 $ 337,697
Restricted cash 13,676 12,303
Marketable securities 633,738 368,889
Product collateral 228,955 181,723
Accounts receivable, net 237,652 216,161
Loans held for investment, net 108,996 99,799
Prepaid expenses and other current assets 90,854 70,464
Total current assets 1,758,897 1,287,036
Property, equipment and software, net 86,480 92,700
Operating lease right of use assets, net 85,652 49,332
Other assets 31,282 31,969
Total assets $ 1,962,311 $ 1,461,037
Liabilities, redeemable convertible preferred stock, and stockholders❜ equity (deficit)
Current liabilities:
Accounts payable $ 40,026 $ 35,846
Accrued and other current liabilities 181,587 224,594
Product obligation 134,302 114,377
Total current liabilities 355,915 374,817
Operating lease liabilities, net of current portion 125,841 80,590
Other non-current liabilities 37,281 46,109
Total liabilities 519,037 501,516
Commitments and contingencies (Note 16)
Redeemable convertible preferred stock, $ 0.0001 par value: No shares authorized, issued, and outstanding as of September 30, 2025. 258,613,394 shares authorized and 258,464,156 shares issued and outstanding with a liquidation preference of $ 2,894,515 as of December 31, 2024.
— 2,890,121
Stockholders’ equity (deficit):
Preferred stock, $ 0.0001 par value: 100,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025. No shares authorized, issued, and outstanding as of December 31, 2024.
— —
Common stock, $ 0.0001 par value: No shares authorized, issued, and outstanding as of September 30, 2025. 416,094,141 shares authorized, 66,950,736 shares issued and outstanding as of December 31, 2024.
— 2
Class A common stock, $ 0.0001 par value: 5,000,000,000 shares authorized, 342,235,376 shares issued and outstanding as of September 30, 2025. No shares authorized, issued and outstanding as of December 31, 2024.
28 —
Class B common stock, $ 0.0001 par value: 65,000,000 shares authorized, 32,182,289 shares issued and outstanding as of September 30, 2025. No shares authorized, issued and outstanding as of December 31, 2024.
3 —
Class C common stock, $ 0.0001 par value: 500,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025. No shares authorized, issued and outstanding as of December 31, 2024
— —
Additional paid-in capital 4,772,649 433,363
Accumulated other comprehensive income (loss) ( 79 ) 203
Accumulated deficit ( 3,329,327 ) ( 2,364,168 )
Total stockholders’ equity (deficit) 1,443,274 ( 1,930,600 )
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 1,962,311 $ 1,461,037
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHIME FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue $ 543,519 $ 421,871 $ 1,590,412 $ 1,198,057
Cost of revenue 69,401 53,516 196,939 151,467
Gross profit 474,118 368,355 1,393,473 1,046,590
Operating expenses:
Transaction and risk losses 97,053 55,159 304,445 126,197
Member support and operations 83,658 70,054 365,364 207,943
Sales and marketing 153,608 143,123 471,187 378,191
Technology and development 123,942 80,400 823,578 230,701
General and administrative 76,575 46,645 403,415 127,535
Depreciation and amortization 3,992 3,618 11,695 11,076
Total operating expenses 538,828 398,999 2,379,684 1,081,643
Loss from operations ( 64,710 ) ( 30,644 ) ( 986,211 ) ( 35,053 )
Other income, net 10,268 10,817 21,837 31,230
Loss before income taxes
( 54,442 ) ( 19,827 ) ( 964,374 ) ( 3,823 )
Provision for income taxes
280 2,199 785 1,915
Net loss
$ ( 54,722 ) $ ( 22,026 ) $ ( 965,159 ) $ ( 5,738 )
Net loss per share attributable to common stockholders, basic and diluted
$ ( 0.15 ) $ ( 0.34 ) $ ( 5.10 ) $ ( 0.09 )
Weighted average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted
371,829,972 65,149,191 189,227,164 64,757,159
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CHIME FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Net loss
$ ( 54,722 ) $ ( 22,026 ) $ ( 965,159 ) $ ( 5,738 )
Other comprehensive income (loss):
Net unrealized gain on marketable securities, net of tax
915 3,545 245 2,067
Foreign currency translation adjustments ( 878 ) 81 ( 527 ) ( 147 )
Total comprehensive loss
$ ( 54,685 ) $ ( 18,400 ) $ ( 965,441 ) $ ( 3,818 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHIME FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except share amounts)
(unaudited)
Redeemable Convertible
Preferred Stock Common Stock (1)
Additional
Paid-in Capital Accumulated Deficit Accumulated
Other Comprehensive Income (Loss) Total
Stockholders’ Equity (Deficit)
Shares Amount Shares Amount
Balance as of December 31, 2024 258,464,156 $ 2,890,121 66,950,736 $ 2 $ 433,363 $ ( 2,364,168 ) $ 203 $ ( 1,930,600 )
Net income — — — — — 12,939 — 12,939
Issuance of common stock upon exercise of stock options — — 636,796 — 717 — — 717
Stock-based compensation — — — — 8,749 — — 8,749
Change in accumulated other comprehensive income (loss), net of tax
— — — — — — 91 91
Balance as of March 31, 2025
258,464,156 $ 2,890,121 67,587,532 $ 2 $ 442,829 $ ( 2,351,229 ) $ 294 $ ( 1,908,104 )
Net loss — — — — — ( 923,376 ) — ( 923,376 )
Issuance of common stock in connection with initial public offering, net of issuance costs — — 30,700,765 3 770,585 — — 770,588
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering ( 258,464,156 ) ( 2,890,121 ) 258,667,796 26 2,890,095 — — 2,890,121
Issuance of common stock upon settlement of restricted stock units, net of shares withheld — — 13,403,583 — ( 322,619 ) — — ( 322,619 )
Issuance of common stock upon exercise of stock options — — 96,118 — 410 — — 410
Stock-based charitable contribution — — 321,019 — 11,168 — — 11,168
Stock-based compensation — — — — 910,320 — — 910,320
Change in accumulated other comprehensive income (loss), net of tax — — — — — — ( 410 ) ( 410 )
Balance as of June 30, 2025
— $ — 370,776,813 $ 31 $ 4,702,788 $ ( 3,274,605 ) $ ( 116 ) $ 1,428,098
Net loss — — — — — ( 54,722 ) — $ ( 54,722 )
Issuance of common stock upon exercise of stock options — — 1,729,075 — 9,798 — — 9,798
Issuance of common stock upon exercise of warrants — — 785,350 — — — — —
Issuance of common stock upon settlement of restricted stock units, net of shares withheld — — 1,191,294 — ( 25,453 ) — — ( 25,453 )
Forfeiture of restricted stock — — ( 64,867 ) — — — — —
Stock-based compensation — — — — 85,516 — — 85,516
Change in accumulated other comprehensive income (loss), net of tax — — — — — — 37 37
Balance as of September 30, 2025 — $ — 374,417,665 $ 31 $ 4,772,649 $ ( 3,329,327 ) $ ( 79 ) $ 1,443,274
__________________
(1) The share amounts listed above combine common stock, Class A common stock and Class B common stock. In connection with the completion of our initial public offering, all previously outstanding shares of common stock were reclassified into Class A common stock and Class B common stock. Refer to Note 2 for more information.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHIME FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except share amounts)
(unaudited)
Redeemable Convertible
Preferred Stock Common Stock Additional
Paid-in Capital Accumulated Deficit Accumulated
Other Comprehensive Income (Loss) Total
Stockholders’ Equity (Deficit)
Shares Amount Shares Amount
Balance as of December 31, 2023 258,464,156 $ 2,890,121 64,394,985 $ 2 $ 384,489 $ ( 2,338,824 ) $ 720 $ ( 1,953,613 )
Net income — — — — — 15,903 — 15,903
Issuance of common stock upon exercise of stock options — — 196,039 — 208 — — 208
Repurchases of common stock — — ( 1,490 ) — ( 27 ) — — ( 27 )
Stock-based compensation — — — — 5,173 — — 5,173
Change in accumulated other comprehensive income (loss), net of tax — — — — — — ( 1,324 ) ( 1,324 )
Balance as of March 31, 2024
258,464,156 $ 2,890,121 64,589,534 $ 2 $ 389,843 $ ( 2,322,921 ) $ ( 604 ) $ ( 1,933,680 )
Net income — — — — — 385 — 385
Issuance of common stock upon exercise of stock options — — 341,686 — 392 — — 392
Repurchases of common stock — — ( 26,500 ) — ( 510 ) — — ( 510 )
Stock-based compensation — — — — 6,366 — — 6,366
Issuance of common stock and restricted common stock in connection with business acquisition — — 1,645,775 — 18,506 — — 18,506
Change in accumulated other comprehensive income (loss), net of tax
— — — — — — ( 382 ) ( 382 )
Balance as of June 30, 2024
258,464,156 $ 2,890,121 66,550,495 $ 2 $ 414,597 $ ( 2,322,536 ) $ ( 986 ) $ ( 1,908,923 )
Net loss — — — — — ( 22,026 ) — $ ( 22,026 )
Issuance of common stock upon exercise of stock options — — 178,811 — 307 — — 307
Repurchases of common stock — — ( 14,900 ) — ( 316 ) — — ( 316 )
Stock-based compensation — — — — 10,099 — — 10,099
Change in accumulated other comprehensive income (loss), net of tax — — — — — — 3,626 3,626
Balance as of September 30, 2024 258,464,156 $ 2,890,121 66,714,406 $ 2 $ 424,687 $ ( 2,344,562 ) $ 2,640 $ ( 1,917,233 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHIME FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Nine Months Ended
September 30,
2025 2024
Operating activities:
Net loss
$ ( 965,159 ) $ ( 5,738 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 22,183 18,248
Non-cash lease expense 4,989 3,944
Stock-based compensation 1,003,598 21,728
Stock-based charitable contribution 11,168 —
Provision for transaction dispute losses 48,048 35,456
Change in fair value of product obligation 41,575 40,890
Provision for credit losses 62,266 12,036
Impairment related to real estate assets and internal-use software — 1,309
Amortization of premium on marketable securities ( 4,010 ) ( 10,506 )
Other 448 1,089
Changes in operating assets and liabilities:
Product collateral ( 47,232 ) ( 34,267 )
Accounts receivable, net ( 22,622 ) ( 16,617 )
Prepaid expenses and other assets ( 7,781 ) ( 12,501 )
Accounts payable 4,180 11,960
Accrued and other liabilities ( 97,964 ) 19,752
Operating lease liabilities ( 11,810 ) ( 7,077 )
Settlements of the product obligation ( 21,650 ) ( 33,797 )
Cash flows provided by operating activities 20,227 45,909
Investing activities:
Purchase of marketable securities ( 665,283 ) ( 361,196 )
Proceeds from sales of marketable securities 256,514 27,384
Proceeds from maturities of marketable securities 147,200 436,218
Purchases of loans held for investment ( 3,616,906 ) ( 735,214 )
Repayments of loans held for investment 3,547,726 649,669
Purchase of property, equipment and software ( 5,688 ) ( 3,234 )
Capitalization of internal-use software ( 8,046 ) ( 7,377 )
Acquisition of business, net of cash acquired — ( 11,036 )
Cash flows used in investing activities
( 344,483 ) ( 4,786 )
Financing activities:
Payment of debt issuance costs related to the credit facility ( 1,134 ) —
Proceeds from the issuance of common stock upon initial public offering, net of underwriting discounts and offering costs paid 771,239 —
Taxes paid related to net share settlement of restricted stock units ( 348,072 ) —
Proceeds from exercise of stock options 10,925 907
Repurchases of common stock — ( 950 )
Cash flows provided by (used in) financing activities
432,958 ( 43 )
Net increase in cash and cash equivalents and restricted cash 108,702 41,080
Cash, cash equivalents, and restricted cash, beginning of period 350,000 239,745
Cash, cash equivalents, and restricted cash, end of period $ 458,702 $ 280,825
Cash and cash equivalents, end of the period $ 445,026 $ 270,825
Restricted cash, end of the period 13,676 10,000
Cash, cash equivalents, and restricted cash, end of the period $ 458,702 $ 280,825
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CHIME FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Nine Months Ended
September 30,
2025 2024
Supplementary cash flow disclosure:
Cash paid for interest $ 409 $ 350
Cash paid for income taxes $ 1,139 $ 161
Supplemental disclosures of noncash investing and financing activities:
Deferred offering costs not yet paid $ 651 $ —
Reclassification of deferred offering costs to additional paid-in capital upon initial public offering $ 14,815 $ —
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering $ 2,890,121 $ —
Right-of-use assets obtained in exchange for lease obligations
$ 53,237 $ —
Cash consideration, accrued but not yet paid, related to acquisition of business $ — $ 2,300
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Chime Financial, Inc. (“Chime” or the “Company”) is a financial technology company with a mission to unite everyday people to unlock their financial progress. Through its proprietary technology platform, Chime offers a suite of products that address members’ critical financial needs. The Company partners closely with multiple third-party bank partners to offer a broad suite of products across spending, liquidity, credit building, savings, and community.
The Company was incorporated in the state of Delaware in 2012 and is headquartered in San Francisco, California with offices in Chicago, Illinois, and New York, New York.
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Initial Public Offering
On June 13, 2025, the Company closed its initial public offering (“IPO”) of 36,800,000 shares of Class A common stock, including 6,099,235 shares sold by selling stockholders and 4,800,000 shares sold by the Company pursuant to the exercise of the option granted to the underwriters, at a public offering price of $ 27.00 per share. The total net proceeds the Company received in the IPO were approximately $ 770.6 million after deducting underwriting discounts and commissions of $ 43.5 million and offering expenses of $ 14.8 million.
In connection with the closing of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into a total of 258,667,796 shares of the Company’s common stock and all previously outstanding shares of the Company’s common stock, along with the 258,667,796 shares of common stock mentioned above, were automatically reclassified into an equivalent number of shares of the Company’s Class A common stock. Additionally, a total of 32,182,289 shares of Class A common stock held by Christopher Britt, the Company’s Chief Executive Officer and Chairman, and Ryan King, a member of the Company’s Board of Directors (the “Co-Founders”) and their related entities were exchanged for an equivalent number of shares of Class B common stock pursuant to the terms of certain exchange agreements.
In connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation (the “Charter”), which authorizes a total of 5.0 billion shares of Class A common stock, 65.0 million shares of Class B common stock, 500.0 million shares of Class C common stock, and 100.0 million shares of preferred stock.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and note disclosures included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2024 included in the Company’s final prospectus for its IPO dated June 11, 2025 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1934 on June 12, 2025 (the “Final Prospectus”). As of September 30, 2025, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in its audited annual consolidated financial statements for the year ended December 31, 2024. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, including those of a normal and recurring nature, which are necessary for a fair presentation of the results for the interim period presented. The results of operations for interim periods are not necessarily indicative of results for the full year. The unaudited condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The reporting currency of the Company is the U.S. Dollar.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
Segment Reporting
The Company operates as a single operating segment and therefore, one reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating the Company’s financial performance. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss as reported on the condensed consolidated statements of operations as consolidated net income (loss). Revenue from external customers and significant segment expenses are presented in the Company's condensed consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. Substantially all long-lived assets are located in the United States, and all revenue is generated in the United States.
Use of Estimates
The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions relating to reported amounts of assets, liabilities, revenues, and expenses. Significant estimates and assumptions include but are not limited to accrued transaction dispute losses, fair value of the product obligation, the allowance for expected credit losses, valuation of income taxes, the capitalization and estimated useful life of internal-use software, the fair value and useful lives of assets acquired and liabilities assumed through business combinations, and the fair value of equity awards and stock-based compensation. These estimates are inherently subject to judgment. Actual results could differ from these estimates, and such differences may be material to the condensed consolidated financial statements.
Significant Accounting Policies
In addition to the significant accounting policies described in the Company’s final prospectus filed in connection with its IPO, our significant interim accounting policies include the following:
Outbound Instant Transfer Fees
The Company provides members the ability to instantly transfer funds from their Chime account to an external account at a fixed rate. The Company is the principal in these arrangements, as it controls the transfer service before it is provided to the member. In partnership with its bank partners, card networks, and processors, the Company's performance obligation is to authorize and make funds instantly available in the member's external designated account. Revenue is recognized at a point in time on a gross basis when the transfer of funds is completed. Fees are remitted to the Company through its bank partners, generally collected monthly in arrears.
Stock-Based Compensation
RSUs
The Company primarily grants service-based restricted stock units (“RSUs”) which vest upon the satisfaction of both a service condition and a liquidity condition. The service condition for these awards is generally satisfied over four years while the liquidity condition is satisfied upon the occurrence of a change in control of the Company or the consummation of an initial public offering of the Company’s equity securities, as defined in the applicable RSU agreements.
The Company measures RSUs based on the fair value of the underlying common stock on the date of grant. Up until the IPO, the Company had not recognized any stock-based compensation expense related to RSUs as the liquidity condition had not been satisfied. Upon consummation of the IPO, the Company recorded cumulative stock-based compensation expense using the accelerated attribution method for those RSUs for which the service condition had been satisfied prior to the occurrence of the liquidity event. The Company will record the remaining unrecognized stock-based compensation expense over the remainder of the requisite service period. For RSUs granted after the IPO, the Company will record stock-based compensation on a straight-line basis over the requisite service period.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
PSUs
Performance-based PSUs
The Company granted restricted stock units with a service condition, a liquidity condition, and other operational performance-based vesting conditions. The awards are measured at fair value of the underlying common stock on the date of grant. Upon consummation of the IPO, the Company recorded cumulative stock-based compensation expense using the accelerated attribution method for those awards that are expected to vest based on the probability of achieving the performance criteria. The Company will record the remaining unrecognized expense over the remainder of the expected achievement period for the performance conditions of the awards.
Market-based PSUs
In addition, the Company granted restricted stock units with a service condition, a liquidity condition, and a stock price hurdle market-based vesting condition. The awards are measured at fair value on the date of grant using a Monte Carlo valuation model which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected Company valuation amounts. The Company records stock-based compensation expense for such awards using the accelerated attribution method over the requisite service period. The Company determines the requisite service period by comparing the derived service period to achieve the market-based vesting condition and the explicit time-based service period, using the longer of the two service periods as the requisite service period.
Accounts Receivable, Net
Accounts receivable, net consisted of the following as of the following dates:
September 30, 2025 December 31, 2024
Receivables due from bank partners (1)
$ 97,867 $ 97,994
Network incentive receivable 128,746 111,097
Other receivables 11,039 7,070
Accounts receivable, net
$ 237,652 $ 216,161
_________________
(1) Receivables due from bank partners are net of bank partner and network costs. As of September 30, 2025 and December 31, 2024, $ 72.4 million and $ 42.8 million of gross receivables due from bank partners were pledged as collateral.
Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentration of credit risk consist of cash and cash equivalents, product collateral, marketable securities, and accounts receivable. The Company’s cash equivalents are invested in interest-bearing money market funds that invest in a portfolio of short-term U.S. government obligations, which include U.S. Treasuries and other securities issued or guaranteed by the U.S. government. The Company does not hold or issue financial instruments for trading purposes. Cash on deposit with financial institutions may, at times, exceed federally insured limits. Management believes that these financial institutions are financially sound and, accordingly, minimal credit risk exists.
As of September 30, 2025 and December 31, 2024, the Company had 100% of its product collateral with two bank partners based on contractual agreements with each bank partner.
As of September 30, 2025 and December 31, 2024, there were no concentrations of investments in securities of the same issuer, except for U.S. government securities, which amounted to $ 621.1 million and $ 352.6 million, or 98 % and 96 %, of the investments in marketable securities. All debt securities within the Company’s portfolio are investment-grade securities.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
As of September 30, 2025, the Company had receivables outstanding from two bank partners, that represent 42 % of receivables collectively ( 25 % and 17 % for each respective bank partner), and one card network partner that represented 53 % of receivables. As of December 31, 2024, the Company had receivables outstanding from two bank partners, that represent 45 % of receivables collectively ( 25 % and 20 % for each respective bank partner), and one card network partner that represented 50 % of receivables.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Tax Disclosures. This ASU expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid. The update will be effective on a prospective basis for annual periods beginning after December 15, 2024. Upon adoption of this ASU, the Company expects to include certain additional disclosures in the effective income tax rate reconciliation in the notes to the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU is effective for annual periods beginning after December 15, 2026 and requires either prospective or retrospective application. The Company is currently evaluating the impact of the ASU on its disclosures.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides for a practical expedient to estimate credit losses related to accounts receivable and contract assets from revenue contracts accounted for in accordance with ASC 606 using information as of the balance sheet date. This ASU is effective for annual periods beginning after December 15, 2025 and early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU makes targeted improvements to the accounting for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. This ASU is effective for annual reporting periods beginning after December 15, 2027 and provides for adoption on a prospective basis, with retrospective or modified retrospective application permitted. The Company is currently evaluating the impact of this ASU on its financial statements and related disclosures.
NOTE 3 – REVENUE
Disaggregation of revenue
The Company’s products and services are offered only to members within the United States. The following table provides information about the Company’s disaggregated revenue streams:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Payments revenue $ 363,156 $ 312,250 $ 1,104,569 $ 937,525
Platform-related revenue (1)(2)
180,363 109,621 485,843 260,532
Total revenue $ 543,519 $ 421,871 $ 1,590,412 $ 1,198,057
__________________
(1) In the three and nine months ended September 30, 2025, platform-related revenue included $ 103.7 million and $ 261.4 million that was not derived from contracts with customers. In the three and nine months ended September 30, 2024, platform-related revenue included $ 47.1 million and $ 74.5 million that was not derived from contracts with customers.
(2) In the three and nine months ended September 30, 2025, platform-related revenue included $ 88.4 million and $ 230.4 million related to MyPay receivables, which was comprised of $ 54.7 million and $ 141.8 million related to off-balance sheet MyPay receivables and $ 33.7 million and $ 88.6 million related to on-balance sheet MyPay receivables. In the three and nine months ended September 30, 2024, platform-
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
related revenue included $ 41.0 million and $ 57.2 million related to MyPay receivables, which was comprised of $ 23.8 million and $ 37.9 million related to off-balance sheet MyPay receivables and $ 17.2 million and $ 19.3 million related to on-balance sheet MyPay receivables.
Deferred revenue
The Company records deferred revenue for member-paid tips received prior to the expiration of the contractual refundable period. The deferred revenue balances were as follows:
Balance as of December 31, 2024
$ 4,064
Balance as of September 30, 2025
4,632
Increase in deferred revenue during the period $ 568
The Company recognized materially all revenue from amounts included in the opening deferred revenue balances for the nine months ended September 30, 2025. Changes in deferred revenue during the period are driven by the increase in the amount of tips paid by members for using SpotMe.
NOTE 4 – FAIR VALUE MEASUREMENT
The Company’s financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, prepaid and other current assets, accounts payable, accrued and other current liabilities, and the product obligation. Accounts receivable, prepaid and other current assets, accounts payable, and accrued and other current liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Cash equivalents, marketable securities, and the product obligation are carried at fair value.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
The following table summarizes the assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:
September 30, 2025
Level 1 Level 2 Level 3
Assets
Cash equivalents:
Money market funds $ 364,207 $ — $ —
U.S. government securities
— — —
Marketable securities:
U.S. government securities 621,145 — —
U.S. agency securities — 12,593 —
Total assets $ 985,352 $ 12,593 $ —
Liabilities
Product obligation $ — $ — $ 134,302
Total liabilities $ — $ — $ 134,302
December 31, 2024
Level 1 Level 2 Level 3
Assets
Cash equivalents:
Money market funds $ 268,002 $ — $ —
Marketable securities:
U.S. government securities 352,627 — —
U.S. agency securities — 16,262 —
Total assets $ 620,629 $ 16,262 $ —
Liabilities
Product obligation $ — $ — $ 114,377
Total liabilities $ — $ — $ 114,377
The Company classifies money market funds, U.S. government securities, and U.S. agency securities within Level 1 or Level 2 of the fair value hierarchy as the Company determined the fair value of these instruments using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
16
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
The Company accounts for the product obligation as a derivative. The Company’s product obligation is measured at fair value on a recurring basis using unobservable inputs at each reporting period and are classified within Level 3. The fair value is derived using the discounted cash flow method. The key estimates and assumptions impacting the fair value include the Company’s expectation that the historical cash flows are indicative of future cash flows; that historical losses realized on the product obligation are indicative of future losses, adjusted, where applicable, for seasonality and new information about future expectations; and the expected recovery rate.
The following table presents quantitative information about the significant unobservable inputs for the product obligation measured at fair value on a recurring basis, weighted by the total unrecovered balance:
September 30, 2025
Significant Unobservable Inputs Range Weighted Average Rate
Discount rate 3.63 %- 4.63 %
3.68 %
Expected loss rate 0.28 % - 100 %
7.91 %
December 31, 2024
Significant Unobservable Inputs Range Weighted Average Rate
Discount rate 4.16 %- 5.16 %
4.17 %
Expected loss rate 0.27 % - 100 %
9.46 %
Refer to Note 7 - Credit Obligations for more information on the product obligation.
The Company did not have any transfers between Level 1, Level 2, and Level 3 assets or liabilities during the periods presented.
NOTE 5 – MARKETABLE SECURITIES
The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of the Company’s available for sale (“AFS”) securities aggregated by investment category:
September 30, 2025
Cost or Amortized Cost Unrealized Gains Unrealized Losses Total Estimated Fair Value
Marketable securities:
U.S. government securities $ 620,142 $ 1,012 $ ( 9 ) $ 621,145
U.S. agency securities 12,581 12 — 12,593
Total marketable securities $ 632,723 $ 1,024 $ ( 9 ) $ 633,738
December 31, 2024
Cost or Amortized Cost Unrealized Gains Unrealized Losses Total Estimated Fair Value
Marketable securities:
U.S. government securities $ 351,930 $ 707 $ ( 10 ) $ 352,627
U.S. agency securities 16,189 73 — 16,262
Total marketable securities $ 368,119 $ 780 $ ( 10 ) $ 368,889
17
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
As of September 30, 2025 and December 31, 2024, the Company had 5 and 4 marketable securities positions in an unrealized loss position. The unrealized losses above were as a consequence of interest rate changes. The Company does not intend to sell nor anticipate that it will be required to sell these securities before recovery of the amortized cost basis. Unrealized losses on available-for-sale debt securities were determined not to be related to credit related losses, therefore, no allowance for credit losses was recorded. The cost of securities sold is based on the specific-identification method. There were no material realized gains or losses from marketable securities that were reclassified out of accumulated other comprehensive income for the three and nine months ended September 30, 2025 and 2024.
The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of September 30, 2025 and December 31, 2024, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows:
September 30, 2025
Less than 12 months Greater than 12 months Total
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Marketable securities:
U.S. government securities $ 27,676 $ ( 9 ) $ — $ — $ 27,676 $ ( 9 )
Total $ 27,676 $ ( 9 ) $ — $ — $ 27,676 $ ( 9 )
December 31, 2024
Less than 12 months Greater than 12 months Total
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses
Marketable securities:
U.S. government securities $ 19,951 $ ( 10 ) $ — $ — $ 19,951 $ ( 10 )
Total $ 19,951 $ ( 10 ) $ — $ — $ 19,951 $ ( 10 )
The following table summarizes the Company’s marketable securities by contractual maturity:
As of September 30, 2025
Amortized Cost Fair Value
Within one year $ 499,362 $ 500,046
After one year to five years 133,361 133,692
Total
$ 632,723 $ 633,738
NOTE 6 - LOANS HELD FOR INVESTMENT, NET
Loans held for investment, net consisted of the following:
September 30,
2025 December 31,
2024
Loans held for investment
$ 188,279 $ 130,448
Less: allowance for expected credit losses
( 79,283 ) ( 30,649 )
Total loans held for investment, net
$ 108,996 $ 99,799
18
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
Credit Quality Information
The Company analyzes its loans held for investment based on the aging of unpaid principal. This is the credit quality indicator management uses to evaluate the allowance for expected credit losses on loans held for investment. Below is a summary of the loans held for investment by vintage:
Days from origination September 30, 2025 December 31, 2024
1 - 30 $ 101,542 $ 98,452
31 - 60 10,481 10,451
61 - 90 9,085 7,697
91 - 120 9,239 5,705
Greater than 120 57,932 8,143
Total $ 188,279 $ 130,448
NOTE 7 - CREDIT OBLIGATIONS
The Company has credit obligations related to both on- and off-balance sheet receivables from members. Credit obligations related to MyPay loans held for investment on the Company’s balance sheets are recorded as an allowance for expected credit losses. Future expected cash flows, including credit obligations related to MyPay receivables retained by the bank partners, SpotMe, and other instances where a member’s account is overdrawn are recorded as a product obligation on the condensed consolidated balance sheets.
MyPay receivables on the Company’s balance sheet have the risks and characteristics similar to the off-balance sheet balances retained by the bank partners and similar risk characteristics were applied consistently for the products during underwriting. Accordingly, the credit exposure is expected to be similar for these obligations.
Allowance for Expected Credit Losses
The allowance for expected credit losses on loa ns held for investment reflects the Company’s estimate of uncollectible balances resulting from credit losses and is based on the determination of the amount of lifetime expected credit losses inherent in the loans held for investment as of the reporting date. The Company measures the allowance for expected credit losses based on a discounted cash flow method, where future cash flows estimated using the roll rate method are discounted. Historical data is categorized into pools with similar risk characteristics, and roll rates are calculated based on the vintage loans held for investment origination, defined as by month. This results in an expected loss rate for each vintage. The Company considers whether the current conditions and reasonable and supportable forecasts about future conditions indicate that expected loss rates derived based on historical experience merit adjustment. In assessing such adjustments, the Company evaluates factors such as unemployment rates, short-term economic trends, and cash collections subsequent to the balance sheet date. The expected loss rate is then applied to the outstanding principal balance of each vintage at the end of the period, resulting in the recognition of the expected loss at period-end. The allowance for expected credit loss is recorded against loans held for investment, along with a corresponding charge recorded within transaction and risk losses in the consolidated statement of operations. In general, loans held for investment are charged-off after 365 days of non-payment. At each reporting period, the Company adjusts the allowance for changes in the estimate of lifetime expected credit losses and reverses the allowance upon either payment of the loans held for investment or upon charge-off.
19
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
Below is a summary of the changes in allowance for expected credit losses on MyPay loans held for investment:
Nine Months Ended
September 30,
Balance, beginning of the period $ 30,649
Provision for expected credit losses 59,983
Amounts written off
( 11,397 )
Recoveries collected 48
Balance, end of the period $ 79,283
Product Obligation
The following table presents a reconciliation of the Company’s product obligation:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Balance, beginning of the period $ 138,979 $ 91,280 $ 114,377 $ 88,600
Change in fair value of product obligation (1)
( 2,004 ) 9,875 41,575 40,890
Settlements ( 2,673 ) ( 5,462 ) ( 21,650 ) ( 33,797 )
Balance, end of the period
$ 134,302 $ 95,693 $ 134,302 $ 95,693
__________________
(1) In the three and nine months ended September 30, 2025, $ 24.3 million and $ 81.0 million was recorded as transaction and risk losses for SpotMe and other member negative balances, $ 29.6 million and $ 99.1 million was recorded as transaction and risk losses for off-balance sheet MyPay receivables, and $ 54.7 million and $ 141.9 million of the change in fair value of the product obligation was recorded as revenue related to off-balance sheet MyPay receivables on the condensed consolidated statements of operations. In the three and nine months ended September 30, 2024, $ 20.5 million and $ 59.0 million was recorded as transaction and risk losses for SpotMe and other member negative balances, $ 13.2 million and $ 19.8 million was recorded as transaction and risk losses for off-balance sheet MyPay receivables, and $ 23.8 million and $ 37.8 million of the change in fair value of the product obligation was recorded as revenue related to off-balance sheet MyPay receivables on the condensed consolidated statements of operations.
The Company’s maximum exposure to losses under its product obligation was $ 662.6 million and $ 454.3 million as of September 30, 2025 and December 31, 2024, which represent the total possible undiscounted amounts the Company could be required to pay, assuming no recoveries.
NOTE 8 – PROPERTY, EQUIPMENT, AND SOFTWARE, NET
As of September 30, 2025 and December 31, 2024, property, equipment, and software, net consisted of the following:
September 30,
2025 December 31,
2024
Computer equipment and purchased software $ 4,286 $ 3,734
Furniture and fixtures 10,414 9,177
Leasehold improvements 65,648 61,736
Capitalized internal-use software 72,585 63,565
Total property, equipment, and software $ 152,933 $ 138,212
Less: accumulated depreciation and amortization ( 66,453 ) ( 45,512 )
Property, equipment, and software, net $ 86,480 $ 92,700
Depreciation and amortization expense on property, equipment, and software was $ 7.5 million and $ 22.2 million for the three and nine months ended September 30, 2025, and $ 6.9 million and $ 18.2 million for the three and nine months ended September 30, 2024.
20
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
NOTE 9 – SIGNIFICANT BALANCE SHEET COMPONENTS
Other Assets
Other assets consisted of the following:
September 30, 2025 December 31,
2024
Goodwill
$ 27,492 $ 27,492
Other assets
3,790 4,477
Total other assets
$ 31,282 $ 31,969
Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following:
September 30,
2025 December 31,
2024
Accrued expenses $ 78,404 $ 100,486
Accrued bonus 42,678 53,344
Current portion of lease liability 11,922 15,746
Accrued transaction dispute losses (i)
10,911 7,759
Network incentive obligation 12,522 27,147
Other current liabilities 25,150 20,112
Total accrued and other current liabilities
$ 181,587 $ 224,594
_________________
(1) The reconciliation of the beginning and ending accrued transaction dispute losses is as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Accrued transaction dispute losses, beginning of the period $ 9,919 $ 6,465 $ 7,759 $ 4,385
Provision for transaction dispute losses 17,003 11,331 48,048 35,456
Realized losses ( 16,011 ) ( 12,494 ) ( 44,896 ) ( 34,539 )
Accrued transaction dispute losses, end of the period $ 10,911 $ 5,302 $ 10,911 $ 5,302
Other Non-Current Liabilities
Other non-current liabilities consisted of the following:
September 30,
2025 December 31,
2024
Network incentive obligation, net of current portion $ 34,435 $ 43,826
Other non-current liabilities 2,846 2,283
Total other non-current liabilities $ 37,281 $ 46,109
21
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
NOTE 10 – INDEBTEDNESS
Revolving Credit Facilities
As of December 31, 2024, the Company was party to a credit agreement with certain lenders, which provided for a $ 125.0 million senior secured credit facility maturing on June 5, 2028 (the “prior facility”). As of December 31, 2024, the Company had letters of credit outstanding under the prior facility in a face amount of $ 20.1 million, which resulted in remaining borrowing capacity under the prior facility of $ 104.9 million, and no revolving loans had been drawn under the prior facility.
On March 31, 2025, the Company terminated the prior facility and entered into a credit agreement with Morgan Stanley Senior Funding, Inc., as the administrative agent, the collateral agent, a letter of credit issuer and a lender, First-Citizens Bank & Trust Company, as a letter of credit issuer and a lender, and Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, MUFG Bank Ltd., Texas Capital Bank, and Deutsche Bank AG New York Branch, as lenders, which provides for a $ 475.0 million senior secured revolving credit facility maturing on March 31, 2030 (the “credit facility”), or such later date as may be extended in accordance with the terms of the credit facility. As of September 30, 2025, the Company had letters of credit outstanding thereunder in a face amount of $ 31.4 million. As of September 30, 2025, no funds have been drawn under the credit facility.
Loans under the credit facility initially bear interest at the Company’s option of (i) an annual rate based on the forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), based on an interest period of one, three, or six months, plus an applicable margin of 1.50 % or (ii) a base rate (the “base rate”) equal to the highest of (A) the prime rate, (B) the effective federal funds rate, plus 0.50 %, and (C) Term SOFR for a one-month interest period plus 1.00 %, in each case plus 0.50 %. From and after the date financial statements are delivered under the credit facility for the fiscal quarter ending June 30, 2025, the applicable margin for (a) Term SOFR loans shall be either 1.50 % or 1.25 % and (b) base rate loans shall be either 0.50 % or 0.25 %, in each case, depending on the Company’s Consolidated Total Debt to Consolidated EBITDA Ratio (as defined in the credit agreement for the credit facility). The Term SOFR rate is at all times subject to a floor of 0 %. The Company is obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee.
The Company’s obligations under the credit facility are required to be guaranteed by certain of its subsidiaries. Such obligations, including the guaranties, are secured by substantially all of the Company’s assets and those of the subsidiary guarantors. The credit facility includes customary affirmative and negative covenants, including, among others, restrictions on debt, liens, investments, fundamental changes, dividends, distributions, repurchases and/or redemptions of equity interests, and transactions with affiliates. In addition, the credit facility requires the Company to satisfy a minimum liquidity covenant. The Company was in compliance with all covenants as of September 30, 2025.
NOTE 11 – REDEEMABLE CONVERTIBLE PREFERRED STOCK, COMMON STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
As of December 31, 2024, the Company’s amended and restated certificate of incorporation authorized the Company to issue 416,094,141 shares of $ 0.0001 par value common stock, of which 66,950,736 shares were issued and outstanding. The holder of each share of common stock had the right to one vote for each such share.
In connection with the completion of the IPO on June 13, 2025, the Company filed its Charter, which authorizes three classes of $ 0.0001 par common stock: 5.0 billion shares of Class A common stock, 65.0 million shares of Class B common stock and 500.0 million shares of Class C common stock. As of September 30, 2025, the Company had 342,235,376 shares of Class A common stock, 32,182,289 shares of Class B common stock, and no shares of Class C common stock issued and outstanding.
The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote
22
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
per share. Each share of Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of Class A common stock. Shares of Class C common stock have zero voting rights, except as otherwise required by law. Common stockholders are entitled to dividends when and if declared by the board of directors. There were no dividends declared or paid to common stockholders during the three and nine months ended September 30, 2025 and 2024.
Redeemable Convertible Preferred Stock
Immediately prior to the completion of the Company’s IPO, all of the Company’s then-outstanding shares of redeemable convertible preferred stock were automatically converted into 258,667,796 shares of common stock and, in connection with the IPO, all shares of voting common stock underlying the redeemable convertible preferred stock were reclassified into an equivalent number of shares of Class A common stock. The holders of the Company’s redeemable convertible preferred stock had certain voting, dividend, and redemption rights, as well as liquidation preferences and conversion privileges, in respect of the redeemable convertible preferred stock. All of such rights, preferences, and privileges associated with the redeemable convertible preferred stock were terminated at the time of the Company’s IPO in conjunction with the conversion mentioned above.
The following table summarizes redeemable convertible preferred stock as of December 31, 2024 and immediately prior to the conversion into common stock upon completion of the IPO:
Class Shares Authorized Shares Issued and Outstanding Per Share Liquidation Preference Aggregate Liquidation Preference Per Share Dividend Per Annum Carrying Value, Net of Issuance Costs
Series Seed 8,447,522 8,447,522 $ 0.172000 $ 1,453 $ 0.01032 $ 1,437
Series A 22,879,812 22,879,812 0.272000 6,223 0.01632 6,109
Series A-2 18,051,770 18,051,770 0.259180 4,679 0.01555 4,604
Series B 28,863,992 28,863,992 0.470340 13,576 0.02822 12,615
Series C 31,700,221 31,700,221 2.125790 67,388 0.17006 67,266
Series C-1 770,230 770,230 2.125790 1,637 0.17006 36
Series D 76,687,100 76,687,100 5.224700 400,667 0.41798 400,420
Series E 40,551,970 40,551,970 17.261800 700,000 1.38090 699,674
Series F 14,662,469 14,513,241 40.920800 593,893 3.27370 593,608
Series G 15,998,308 15,998,298 69.069800 1,104,999 5.52560 1,104,352
Total
258,613,394 258,464,156 $ 2,894,515 $ 2,890,121
Preferred Stock
In connection with the Company’s IPO, the Charter became effective which authorized the issuance of 100.0 million shares of preferred stock with a par value of $ 0.0001 per share with rights and preferences, including voting rights, designated from time to time by the Company’s board of directors.
Common Stock Warrants
The Company has issued warrants to purchase its common stock to non-employee service providers and others in connection with debt financings, credit facilities, and promissory notes. The Company recorded the warrants within stockholders’ equity.
As of December 31, 2024, there were 787,840 warrants outstanding and exercisable with a weighted average exercise price of $ 0.10 and a weighted average remaining life of 2.03 years. All warrants outstanding as of December 31, 2024 were exercised in the nine months ended September 30, 2025. As a result, 785,350 shares of Class A common stock were issued and there were no warrants outstanding as of September 30, 2025.
23
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
NOTE 12 – STOCK-BASED COMPENSATION
Equity Incentive Plans
The 2012 Stock Option and Grant Plan, as amended (the “2012 Plan”) was adopted, approved, and became effective in August 2012. Under the 2012 Plan, the Company was authorized to grant incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), restricted stock awards (“RSAs”), unrestricted stock awards, RSUs, and PSUs. In connection with the IPO, the 2012 Plan was terminated effective immediately prior to the effectiveness of the 2025 Equity Incentive Plan (the “2025 Plan”). Under the 2025 Plan, the Company is authorized to grant ISOs, within the meaning of Section 422 of the Code, to employees and any parent and subsidiary corporations’ employees, as well as NSOs, RSAs, RSUs, PSUs, stock appreciation rights, and performance awards to employees, directors, and consultants, and the Company’s parent and subsidiary corporations’ employees and consultants.
Under the 2025 Plan, the Company initially reserved 46,500,000 shares of Class A common stock. In addition, the shares reserved for issuance under the 2025 Plan also includes any shares subject to stock options, restricted stock units, or similar awards granted under the 2012 Plan that, on or after the effective date of the IPO, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest (provided that the maximum number of shares that may be added to the 2025 Plan pursuant to this sentence is 91,000,000 shares). The number of shares available for issuance under the 2025 Plan also includes an annual increase on the first day of each fiscal year beginning with the Company’s 2026 fiscal year, equal to the lesser of: (1) 46,500,000 shares of common stock, (2) five percent ( 5 %) of the total number of shares of all classes of the Company’s outstanding common stock as of the last day of the immediately preceding fiscal year, or (3) such other amount as the Company’s board of directors may determine no later than the last day of the immediately preceding fiscal year.
As of September 30, 2025 , there were 58,167,093 shares of Class A common stock reserved for future issuance under the 2025 Equity Incentive Plan.
Stock Options
The Company awards stock options with service-based vesting conditions to employees, generally vesting over a four-year period and contingent upon continued employment on each vesting date (“service-based stock options”). In 2024, the Company also granted stock options with performance-based vesting conditions to certain executives.
Stock options are granted with an exercise price of at least 100% of the fair market value of the Company’s stock at the date of grant and are exercisable when vested. In the event that an employee owns greater than 10% of the total combined voting power of all classes of stock of the Company, the exercise price must not be less than 110% of the fair market value of the Company’s stock at the date of grant.
24
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
Service-based stock options
A summary of the Company’s service-based stock option activity for the nine months ended September 30, 2025 is as follows:
Outstanding Stock Options Weighted average exercise price ($) Weighted-average remaining contractual life (years)
Aggregate intrinsic value
Balance as of December 31, 2024
31,463,015 $ 6.87 5.42 $ 567,641
Granted 2,466,800 27.90
Exercised ( 2,461,989 ) 4.41
Forfeited/Cancelled ( 45,043 ) 13.89
Balance as of September 30, 2025
31,422,783 $ 8.70 5.09 $ 380,692
Vested and expected to vest as of September 30, 2025
31,422,783 $ 8.70 5.09 $ 380,692
Exercisable as of September 30, 2025
25,060,137 $ 5.69 4.20 $ 365,103
Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock and the exercise price of outstanding options with an exercise price below such estimated fair value. Aggregate intrinsic value for stock options exercised for the nine months ended September 30, 2025 was $ 50.8 million.
Performance stock options
In March 2024, the Company granted 1,200,000 stock options to certain executives, subject to both a service-based vesting condition and a performance-based vesting condition, each of which must be satisfied in order for an option share to vest. The service-based vesting schedule is satisfied in 48 equal monthly installments over four years following the vesting commencement date. The performance conditions relate to the achievement of specified revenue and other financial metric targets for the 2024 fiscal year as compared to 2023. In the first quarter of 2025, it was determined that the performance conditions were met for 400,000 shares pursuant to such awards and the remaining 800,000 shares pursuant to such awards were cancelled.
The following table summarizes the performance stock option activity for the nine months ended September 30, 2025:
Outstanding Stock Options Weighted average exercise price ($) Weighted-average remaining contractual life (years)
Aggregate intrinsic value
Balance as of December 31, 2024
1,200,000 $ 17.35 9.24 $ 9,071
Granted — —
Exercised — —
Forfeited/Cancelled ( 800,000 ) 17.35
Balance as of September 30, 2025
400,000 $ 17.35 8.49 $ 1,128
Vested and expected to vest as of September 30, 2025
400,000 $ 17.35 8.49 $ 1,128
Exercisable as of September 30, 2025
158,332 $ 17.35 8.49 $ 446
25
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
RSAs
Service-Based RSAs
A summary of the Company’s service-based RSA activity for the nine months ended September 30, 2025 is as follows:
Number of Shares of Restricted Stock Weighted-average grant date fair value per share
Balance as of December 31, 2024
799,822 $ 23.25
Granted — —
Vested ( 199,952 ) 23.25
Forfeited/Cancelled ( 38,806 ) 23.25
Balance as of September 30, 2025
561,064 $ 23.25
The total value of shares vested in the nine months ended September 30, 2025 was $ 5.6 million. The total value of shares vested in the nine months ended September 30, 2024 was $ 1.6 million.
Performance-Based RSAs
A summary of the Company’s performance-based RSA activity for nine months ended September 30, 2025 is as follows:
Number of Shares of Restricted Stock Weighted-average grant date fair value per share
Balance as of December 31, 2024
509,186 $ 23.25
Granted — —
Vested — —
Forfeited/Cancelled ( 26,061 ) 23.25
Balance as of September 30, 2025
483,125 $ 23.25
RSUs
A summary of the Company’s service-based RSUs activity is as follows:
Number of Restricted Stock Units Weighted-average grant date fair value per share
Unvested as of December 31, 2024
39,328,435 $ 24.18
Granted 12,846,431 28.45
Vested
( 218,051 ) 24.59
Vested and settled (1)
( 27,594,299 ) 26.06
Forfeited/Cancelled ( 2,059,172 ) 22.97
Unvested as of September 30, 2025
22,303,344 $ 24.43
__________________
(1) Includes 12,999,422 shares of common stock underlying RSUs that were withheld to cover taxes on the settlement of vested RSUs during the nine months ended September 30, 2025.
The total value of service-based RSUs vested in the nine months ended September 30, 2025 was $ 756.9 million.
26
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
PSUs
Performance-based PSUs
A summary of the Company’s performance-based PSU activity for nine months ended September 30, 2025 is as follows:
Number of Shares of Restricted Stock Weighted-average grant date fair value per share
Balance as of December 31, 2024
1,929,943 $ 23.25
Granted 4,800,000 28.10
Vested — —
Forfeited/Cancelled ( 60,646 ) 23.25
Balance as of September 30, 2025
6,669,297 $ 26.74
In June 2024 in connection with the acquisition of Salt Labs, Inc., certain employees were granted 1,929,943 PSUs which vest based upon the achievement of designated operational metrics, continued employment, and upon the occurrence of a liquidity event. The liquidity-based vesting condition was satisfied upon completion of the Company’s IPO.
In April 2025, the Co-Founders were granted 4,800,000 PSUs which vest based upon the achievement of growth and profit performance-based metrics, continued employment, and upon the occurrence of a liquidity event. The liquidity-based vesting condition was satisfied upon completion of the Company’s IPO.
Market-based PSUs
Additionally, in April 2025 the Co-Founders were granted 1,600,000 PSU awards which vest based upon the achievement of stock price hurdle market-based metrics, continued employment, and upon the occurrence of a liquidity event. The liquidity-based vesting condition was satisfied upon completion of the Company’s IPO. The fair value of these PSUs with a market condition was determined using a Monte Carlo valuation model that incorporated multiple stock price paths and probabilities that the Company stock price hurdles are met, with the following weighted-average assumptions:
Expected volatility
63.70 %
Risk-free interest rate
3.92 %
Expected dividend yield
—
The weighted-average grant date fair value per share of the awards was $ 23.96 .
All 1,600,000 market-based PSUs were outstanding as of September 30, 2025, as no ne have vested or been cancelled.
2025 Employee Stock Purchase Plan
The Company’s board of directors adopted, and the Company's stockholders approved, the 2025 Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effectiveness of the registration statement on Form S-1 related to the IPO. A total of 9,300,000 shares of Class A common stock were initially reserved for sale under the ESPP. The number of shares of Class A common stock reserved for sale will automatically increase on the first day of each fiscal year beginning with the 2026 fiscal year, equal to the lesser of: (1) 9,300,000 shares, (2) one percent ( 1 %) of the total number of shares of all classes of the Company’s common stock outstanding as of the last day of the immediately preceding fiscal year, or (3) such other amount as the board of directors may determine no later than the last day of the immediately preceding fiscal year.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
Subject to any limitations contained therein, the ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator, but not exceeding 15 % of their eligible compensation, from time to time in its discretion to purchase common stock at a discounted price per share.
As of September 30, 2025 , there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the Company’s board of directors as the administrator of the ESPP. As of September 30, 2025 , there remained 9,300,000 shares reserved for sale under the ESPP.
Stock-Based Compensation Expense
The following table summarizes the total stock-based compensation expense:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Member support and operations $ 10,016 $ 776 $ 130,657 $ 2,849
Sales and marketing 4,054 473 46,943 973
Technology and development 39,692 4,418 573,644 8,674
General and administrative 30,993 4,467 252,354 9,232
Total
$ 84,755 $ 10,134 $ 1,003,598 $ 21,728
Included in the table above, in the three and nine months ended September 30, 2025 the Company recorded stock-based compensation of $ 64.3 million and $ 950.1 million related to service-based RSUs, $ 8.8 million and $ 19.4 million related to performance-based PSUs, and $ 4.3 million and $ 8.5 million related to market-based PSUs as the liquidity condition for these awards was satisfied in connection with the Company’s IPO.
During the three and nine months ended September 30, 2025, the Company capitalized $ 0.8 million and $ 1.0 million each period of stock-based compensation expense related to capitalized internal-use software. During the three and nine months ended September 30, 2024, the Company capitalized nil each period of stock-based compensation expense related to capitalized internal-use software.
As of September 30, 2025, there was $ 506.7 million of unrecognized stock based compensation expected to be recognized over a weighted average period of 2.50 years.
NOTE 13 – NET LOSS PER SHARE
The Company presents net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities, and considered redeemable convertible preferred stock which was outstanding prior to the Company’s IPO to be participating securities. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed.
In connection with the IPO, the Company amended its certificate of incorporation and created multiple classes of common stock (see Note 2). Class A, Class B, and Class C common stock share proportionately, on a per share basis, in the Company’s net income (losses) and participate equally in the dividends on common stock, if declared. The Company allocates net income (losses) attributable to common stock between each class of common stock on a one-to-one basis when computing net loss per share. As a result, basic and diluted net loss per share or each class of common stock are equivalent.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
The Company calculates basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders gives effect to all potential shares of common stock, including common stock issuable upon conversion of redeemable convertible preferred stock, stock options, RSUs, and common stock warrants to the extent these are dilutive. Basic and diluted net loss per share is the same for all periods presented because the effects of potentially dilutive items were anti-dilutive.
The Company calculated basic and diluted net loss per share attributable to common stockholders as follows (in thousands, except per share amounts):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Numerator:
Net loss
$ ( 54,722 ) $ ( 22,026 ) $ ( 965,159 ) $ ( 5,738 )
Net loss attributable to common stockholders, basic and diluted $ ( 54,722 ) $ ( 22,026 ) $ ( 965,159 ) $ ( 5,738 )
Denominator:
Weighted-average number of common shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted
371,829,972 65,149,191 189,227,164 64,757,159
Net loss per share, basic and diluted
$ ( 0.15 ) $ ( 0.34 ) $ ( 5.10 ) $ ( 0.09 )
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied at the end of the respective periods:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Redeemable convertible preferred stock on an as-converted basis — 258,667,796 — 258,667,796
Outstanding options to purchase common stock
31,822,783 32,548,231 31,822,783 32,548,231
Unvested service-based RSUs
22,303,344 37,707,900 22,303,344 37,707,900
Unvested performance-based PSUs
6,669,297 1,929,943 6,669,297 1,929,943
Unvested market-based PSUs
1,600,000 — 1,600,000 —
Unvested restricted stock awards
1,044,189 1,375,659 1,044,189 1,375,659
Warrants to purchase common stock — 787,840 — 787,840
Total anti-dilutive securities 63,439,613 333,017,369 63,439,613 333,017,369
NOTE 14 – RELATED PARTY TRANSACTIONS
As of December 31, 2024, a member of the Company's board of directors was an executive officer of Dallas Basketball Limited (“the Dallas Mavericks”). The Company is party to a multi-year sponsorship agreement with the Dallas Mavericks. During the three and nine months ended September 30, 2024 the Company paid nil and $ 6.4 million in sponsorship fees as part of the agreement. There were no balances outstanding or due as of December 31, 2024. The board member ceased serving as an executive officer of the Dallas Mavericks in 2025.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
In 2022, the Company established the Chime Scholars Foundation (the “Foundation”), which is a non-controlled nonprofit organization formed for the purpose of distributing charitable donations to recipients generally located in the communities the Company serves. In furtherance of this initiative, the Company entered into an agreement to gift 3,210,192 shares of the Company’s Class A common stock to the Foundation in ten annual installments commencing upon the Company’s IPO. The first annual installment of 321,019 shares of Class A common stock were transferred to the Foundation in June 2025. During the three and nine months ended September 30, 2025, the Company recognized nil and $ 11.2 million of stock-based charitable contribution for the fair value of donated shares, based on the closing stock price on the day of donation, within general and administrative expenses in the condensed consolidated statement of operations. Cash donations are recognized as expenses when paid to the Foundation. During the three and nine months ended September 30, 2025, cash donations were $ 2.3 million and $ 3.0 million. During the three and nine months ended September 30, 2024, cash donations were $ 0.5 million and $ 1.7 million.
NOTE 15 – INCOME TAXES
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Loss before income taxes
$ ( 54,442 ) $ ( 19,827 ) $ ( 964,374 ) $ ( 3,823 )
Provision for income taxes
280 2,199 785 1,915
Effective tax rate ( 0.5 ) % ( 11.1 ) % ( 0.1 ) % ( 50.1 ) %
The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate (“ETR”), adjusted for discrete items arising in the period. In each quarter, the Company updates its estimated annual ETR and makes a year-to-date calculation of the provision.
The Company’s ETR was ( 0.5 )% and ( 0.1 )% for the three and nine months ended September 30, 2025. The primary difference between the ETR and the federal statutory tax rate for each period was due to the non-deductible executive compensation, the excess tax benefits from stock-based compensation and valuation allowance on the Company’s deferred tax assets. Tax expense for the nine months ended September 30, 2025 was primarily due to certain state taxes. The Company’s ETR was ( 11.1 )% and ( 50.1 )% for the three and nine months ended September 30, 2024. The primary difference between the ETR and the federal statutory tax rate for each period is due to the valuation allowance on the Company’s deferred tax assets. The tax expense consisted of current federal and state taxes.
Management reviews all available positive and negative evidence in assessing the realizability of deferred tax assets. As of September 30, 2025, the Company maintained a full valuation allowance against the net deferred tax assets in applicable jurisdictions.
On July 4, 2025, H.R. 1 the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. The legislation did not have a material impact on the Company’s income tax expense for the three months ended September 30, 2025, but the Company will continue to evaluate the impact of the tax law changes.
NOTE 16 – COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases certain property under operating leases that expire at various dates. The most significant of these operating leases is the corporate headquarters in San Francisco, California. For the three and nine months ended September 30, 2025, rent expense for all operating leases was $ 3.7 million and $ 9.1 million. For the three and nine months ended September 30, 2024, rent expense for all operating leases was $ 2.8 million and $ 8.1 million.
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CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
In April 2025, the Company entered into a lease for office space at 122 Fifth Avenue, New York, New York with a commencement date based on delivery of the premises in agreed-upon condition. The lease has a term of 11 years, 2 months from the commencement date. Base rent payments are approximately $ 7.5 million annually for the first six years and $ 8.2 million annually for the remainder of the term, subject to a rent abatement period of fourteen months beginning on the commencement date. The lease commenced on August 1, 2025.
The Company’s operating lease costs are as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Fixed operating lease costs $ 3,616 $ 2,539 $ 8,887 $ 7,554
Variable operating lease costs 1,964 1,770 5,640 5,473
Short-term lease cost 44 222 260 535
Sublease income ( 228 ) ( 221 ) ( 677 ) ( 657 )
Total lease cost $ 5,396 $ 4,310 $ 14,110 $ 12,905
Variable operating lease costs are primarily related to payments made to the Company’s landlords for common area maintenance, property taxes, insurance, and other operating expenses.
The Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants.
The weighted average remaining operating lease term and the weighted average discount rate used in the calculation of the Company’s lease assets and lease liabilities were as follows:
September 30, 2025
Weighted average remaining operating lease term (in years) 8.4
Weighted average discount rate 5.55 %
Cash flows related to leases were as follows:
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Operating cash flows:
Payments for operating lease liabilities $ 4,972 $ 4,263 $ 14,782 $ 12,749
Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of September 30, 2025 were as follows:
Remainder of 2025
$ 4,984
2026
15,741
2027
21,005
2028
20,545
2029
20,936
2030 21,337
Thereafter 73,063
Total lease payments $ 177,611
Less: imputed interest 39,848
Total operating lease liabilities $ 137,763
31
CHIME FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts, ratios, or as noted)
Contingencies
In the ordinary course of business, the Company may be subject to various legal proceedings, including, from time to time, actions which are asserted to be maintainable as class action suits, and is at times subjected to government and regulatory proceedings, investigations and inquiries. The Company reviews these matters on an ongoing basis to determine whether it is probable and estimable that a loss has occurred and uses that information when making accrual and disclosure decisions. If the potential loss is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure.
NOTE 17 – SUBSEQUENT EVENTS
ChimeCore Migration
On November 4, 2025, the Company completed its migration of all member accounts to ChimeCore and ceased the use of its third-party processor. While the contractual relationship will continue until March 2026, the Company will incur approximately $ 32.7 million in one-time termination costs in general and administrative expenses in the fourth quarter of 2025.
Share Repurchase Program
On November 5, 2025, the Company announced that its board of directors approved a share repurchase program with authorization to purchase up to $ 200.0 million of the Company’s Class A common stock at management’s discretion. Repurchases may be made from time to time through open market purchases, privately negotiated transactions or other means, subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its Class A common stock under this authorization. The timing and actual number of shares repurchased may depend on a variety of factors, including legal requirements, price, and economic and market conditions. The repurchase program does not obligate the Company to repurchase any particular amount of Class A common stock and may be suspended or discontinued at any time at the Company’s discretion without prior notice, subject to all applicable securities laws.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.