Chime Financial, Inc. 10-Q

ITEM 5. Other Information Securities Trading Plans of Directors and Executive Officers Except as described below, during the three months ended September 30, 2025, none of our officers or directors, as defined in Rule 16a-1(f) of the Exchange Act, adopted , modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or any “non Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408. On August 19, 2025 , Amine Asmerom , our Chief Accounting Officer , adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell up to 94,491 shares of our Class A common stock on or prior to November 15, 2026 . On August 25, 2025 , Matthew Newcomb , our Chief Financial Officer , through the 2019 Newcomb Fox Family Trust, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell up to 600,000 shares of our Class A common stock on or prior to November 24, 2026 . On August 28, 2025 , Ryan King , our Co-Founder and a member of our Board of Directors , through the King Family Trust, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell up to 1,625,000 shares of our Class A common stock on or prior to January 5, 2027 . 102 On September 8, 2025 , Adam Frankel , our General Counsel , adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell up to 199,986 shares of our Class A common stock on or prior to June 1, 2026 . On September 15, 2025 , Christopher Britt , our Chief Executive Officer and the chairman of our Board of Directors , through the Britt Living Trust, adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell up to 1,000,000 shares of our Class A common stock, including certain shares held by his spouse, on or prior to December 5, 2026 . 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. 10-Q August 11, 2025 3.1 3.2 Amended and Restated Bylaws of the registrant. 10-Q August 11, 2025 3.2 10.1*^ 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, June 20, 2025 and August 5, 2025. X 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 September 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. 103 ^ 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. 104 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. November 10, 2025 By: /s/ Christopher Britt Christopher Britt Chief Executive Officer and Chairman November 10, 2025 By: /s/ Matthew Newcomb Matthew Newcomb Chief Financial Officer