Chime Financial, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CHIME FINANCIAL, INC. INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 90 Consolidated Balance Sheets 92 Consolidated Statements of Operations 93 Consolidated Statements of Comprehensive Loss 94 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) 95 Consolidated Statements of Cash Flows 96 Notes to the Consolidated Financial Statements 98 Note 1 - Organization and Description of Business 98 Note 2 - Basis of Presentation and Summary of Significant Accounting Policies 98 Note 3 - Revenue 111 Note 4 - Fair Value Measurement 112 Note 5 - Marketable Securities 113 Note 6 - Accounts Receivable, Net 114 Note 7 - Loans Held For Investment, Net 114 Note 8 - Credit Obligations 115 Note 9 - Property, Equipment, and Software, Net 116 Note 10 - Business Combination s 117 Note 11 - Significant Balance Sheet Components 118 Note 1 2 - Indebtedness 119 Note 1 3 - Redeemable Convertible Preferred Stock, Common Stock, and Stockholders’ Equity (Deficit) 119 Note 1 4 - Stock-Based Compensation 122 Note 1 5 - Net Loss Per Share 127 Note 1 6 - Related Party Transactions 128 Note 1 7 - Income Taxes 128 Note 1 8 - Commitments and Contingencies 131 89 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Chime Financial, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Chime Financial, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Accrued Transaction Dispute Losses Description of the Matter As discussed in Notes 2 and 11 to the consolidated financial statements, the Company accrues for transaction dispute losses related to member-initiated transaction disputes or due to processing a fraudulent transaction. The accrual is estimated based on available data as of the reporting date, including expected disputes on processed transactions and historical loss rates. The Company accrued transaction dispute losses of $10.5 million as of December 31, 2025, which is included within accrued and other current liabilities in the consolidated balance sheet. For the year ended December 31, 2025, the Company recorded transaction dispute losses of $63.6 million, which is included in transaction losses in the consolidated statement of operations. 90 Auditing accrued transaction dispute losses was challenging due to the volume of data sets from a number of systems that are aggregated by the Company to determine historical loss rates and estimate the accrued transaction dispute losses. How We Addressed the Matter in Our Audit To test the Company’s accrued transaction dispute losses, we performed audit procedures that included, among others, testing the completeness and accuracy of the underlying transaction dispute data used by the Company to record transaction dispute losses. To evaluate the completeness of the data used in the Company's calculation of accrued transaction dispute losses, we traced the total transactions processed by the Company included in the transaction dispute loss estimate directly to third party data, as well as confirmed the amounts paid to members as transaction dispute losses with third party financial institutions. We traced a sample of disputed transactions to the originating payment transaction in member accounts to assess the timing of when the disputed transaction occurred, when the disputed transaction was settled and the amount of the transaction dispute loss, if any. We reperformed the computation of historical loss rates using the underlying transaction dispute data and recalculated the accrued transaction dispute losses based on the application of the historical loss rates. We also evaluated subsequent events, which included assessing realized transaction dispute losses subsequent to year-end, to evaluate the Company’s estimate of the accrued transaction dispute losses as of the balance sheet date. Accounting for revenue contracts Description of the Matter For the year ended December 31, 2025, the Company’s revenue was $2,186.8 million. As discussed in Note 2 and Note 3 to the consolidated financial statements, the Company earns payments revenue in exchange for providing payment services for its members and platform-related revenue from other products offered to its members that provide additional convenience, financial management tools, and access to liquidity. Auditing the Company’s revenue recognition related to products and services offered to its members was challenging due to complex terms and conditions in the Company’s contracts with its members and bank partners that require the Company to exercise judgment in determining how the contract terms and conditions affect the recognition and presentation of revenue. How We Addressed the Matter in Our Audit To test the Company’s accounting for revenue, we performed audit procedures that included, among others, obtaining and inspecting a sample of new and modified contracts during the current period, evaluating management’s identification of significant contract terms and conditions, assessment of the applicable accounting standards, and determination of distinct performance obligations, as applicable, and assessing the resulting recognition and presentation of revenue. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2019. San Francisco, California March 5, 2026 91 CHIME FINANCIAL, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 466,252 $ 337,697 Restricted cash 14,508 12,303 Marketable securities 587,828 368,889 Product collateral 251,204 181,723 Accounts receivable, net 257,884 216,161 Loans held for investment, net 71,581 99,799 Prepaid expenses and other current assets 106,753 70,464 Total current assets 1,756,010 1,287,036 Property, equipment and software, net 94,320 92,700 Operating lease right of use assets, net 83,429 49,332 Other assets 30,846 31,969 Total assets $ 1,964,605 $ 1,461,037 Liabilities, redeemable convertible preferred stock, and stockholders❜ equity (deficit) Current liabilities: Accounts payable $ 38,680 $ 35,846 Accrued and other current liabilities 201,862 224,594 Product obligation 147,382 114,377 Total current liabilities 387,924 374,817 Operating lease liabilities, net of current portion 123,284 80,590 Other non-current liabilities 51,691 46,109 Total liabilities 562,899 501,516 Commitments and contingencies (Note 18) Redeemable convertible preferred stock, $ 0.0001 par value: No shares authorized, issued, and outstanding as of December 31, 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 December 31, 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 December 31, 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, 347,751,083 shares issued and outstanding as of December 31, 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 December 31, 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 December 31, 2025. No shares authorized, issued and outstanding as of December 31, 2024. — — Additional paid-in capital 4,775,607 433,363 Accumulated other comprehensive income 172 203 Accumulated deficit ( 3,374,104 ) ( 2,364,168 ) Total stockholders’ equity (deficit) 1,401,706 ( 1,930,600 ) Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 1,964,605 $ 1,461,037 The accompanying notes are an integral part of these consolidated financial statements. 92 CHIME FINANCIAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) Year Ended December 31, 2025 2024 2023 Revenue $ 2,186,770 $ 1,673,269 $ 1,278,455 Cost of revenue 263,047 207,511 219,737 Gross profit 1,923,723 1,465,758 1,058,718 Operating expenses: Transaction and risk losses 407,323 219,687 152,375 Member support and operations 457,978 286,856 272,755 Sales and marketing 635,384 519,760 443,806 Technology and development 934,925 309,575 259,001 General and administrative 512,113 177,229 154,945 Depreciation and amortization 15,979 14,850 11,621 Total operating expenses 2,963,702 1,527,957 1,294,503 Loss from operations ( 1,039,979 ) ( 62,199 ) ( 235,785 ) Other income, net 30,874 39,465 32,817 Loss before income taxes ( 1,009,105 ) ( 22,734 ) ( 202,968 ) Provision for income taxes 831 2,610 234 Net loss $ ( 1,009,936 ) $ ( 25,344 ) $ ( 203,202 ) Net loss per share, basic and diluted $ ( 4.27 ) $ ( 0.39 ) $ ( 3.22 ) Weighted average number of common shares outstanding used to compute net loss per share, basic and diluted 236,270,347 64,910,056 63,104,219 The accompanying notes are an integral part of these consolidated financial statements. 93 CHIME FINANCIAL, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 1,009,936 ) $ ( 25,344 ) $ ( 203,202 ) Other comprehensive income (loss): Net unrealized gain on marketable securities, net of tax 377 57 7,407 Foreign currency translation adjustments ( 408 ) ( 574 ) 139 Total comprehensive loss $ ( 1,009,967 ) $ ( 25,861 ) $ ( 195,656 ) The accompanying notes are an integral part of these consolidated financial statements. 94 CHIME FINANCIAL, INC. CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except share amounts) 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, 2022 258,464,156 $ 2,890,121 62,765,284 $ 1 $ 353,369 $ ( 2,135,622 ) $ ( 6,826 ) $ ( 1,789,078 ) Net loss — — — — — ( 203,202 ) — ( 203,202 ) Issuance of common stock upon exercise of stock options — — 1,632,901 — 1,733 — — 1,733 Vesting of early-exercised stock options — — — 1 3,187 — — 3,188 Repurchases of common stock — — ( 3,200 ) — ( 55 ) — — ( 55 ) Stock-based compensation — — — — 26,255 — — 26,255 Change in accumulated other comprehensive income (loss), net of tax — — — — — — 7,546 7,546 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 loss — — — — — ( 25,344 ) — ( 25,344 ) Issuance of common stock upon exercise of stock options — — 952,866 — 1,406 — — 1,406 Issuance of common stock and restricted common stock in connection with the acquisition — — 1,645,775 — 18,506 — — 18,506 Repurchases of common stock — — ( 42,890 ) — ( 853 ) — — ( 853 ) Stock-based compensation — — — — 29,815 — — 29,815 Change in accumulated other comprehensive income (loss), net of tax — — — — — — ( 517 ) ( 517 ) 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 loss — — — — — ( 1,009,936 ) — ( 1,009,936 ) Issuance of common stock upon exercise of stock options — — 9,243,830 25,158 — — 25,158 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 exercise of warrants — — 785,350 — — — — — Issuance of common stock upon settlement of restricted stock units, net of shares withheld — — 17,067,441 — ( 349,406 ) — — ( 349,406 ) Forfeiture of restricted stock — — ( 64,867 ) — — — — — Repurchases of common stock — — ( 3,738,698 ) — ( 77,538 ) — — ( 77,538 ) Stock-based charitable contribution — — 321,019 — 11,168 — — 11,168 Stock-based compensation — — — — 1,072,182 — — 1,072,182 Change in accumulated other comprehensive income (loss), net of tax — — — — — — ( 31 ) ( 31 ) Balance as of December 31, 2025 — $ — 379,933,372 $ 31 $ 4,775,607 $ ( 3,374,104 ) $ 172 $ 1,401,706 __________________ (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 consolidated financial statements. 95 CHIME FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 Operating activities: Net loss $ ( 1,009,936 ) $ ( 25,344 ) ( 203,202 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 30,000 25,370 12,937 Non-cash lease expense 7,212 5,533 5,448 Stock-based compensation 1,070,898 29,845 26,035 Stock-based charitable contribution 11,168 — — Provision for transaction dispute losses 63,561 50,614 67,379 Change in fair value of product obligation 41,754 59,354 84,996 Provision for credit losses 77,664 33,531 — Impairment related to real estate assets and internal-use software — 1,901 — Amortization of premium on marketable securities ( 5,130 ) ( 12,531 ) ( 14,762 ) Other ( 94 ) 97 1,302 Changes in operating assets and liabilities: Product collateral ( 69,481 ) ( 43,019 ) ( 11,798 ) Accounts receivable, net ( 42,957 ) ( 40,307 ) ( 53,344 ) Prepaid expenses and other assets ( 23,624 ) ( 24,115 ) 12,198 Accounts payable 2,834 13,703 1,353 Accrued and other liabilities ( 77,432 ) 33,552 ( 11,301 ) Operating lease liabilities ( 14,908 ) ( 10,467 ) 2,439 Settlements of the product obligation ( 8,749 ) ( 33,577 ) ( 76,274 ) Cash flows (used in) provided by operating activities 52,780 64,140 ( 156,594 ) Investing activities: Purchase of marketable securities ( 734,960 ) ( 497,578 ) ( 610,669 ) Proceeds from sales of marketable securities 256,514 193,201 — Proceeds from maturities of marketable securities 264,700 508,288 805,496 Purchases of loans held for investment ( 4,940,099 ) ( 1,859,943 ) — Repayments of loans held for investment 4,892,877 1,729,496 — Purchase of property, equipment and software ( 19,887 ) ( 4,812 ) ( 10,501 ) Capitalization of internal-use software ( 8,833 ) ( 9,657 ) ( 17,314 ) Acquisition of business, net of cash acquired — ( 13,336 ) — Cash flows (used in) provided by investing activities ( 289,688 ) 45,659 167,012 Financing activities: Payment of debt issuance costs related to credit facilities ( 1,134 ) — ( 830 ) Proceeds from the issuance of common stock upon initial public offering, net of underwriting discounts and offering costs paid 770,588 — — Taxes paid related to net share settlement of restricted stock units ( 349,406 ) — — Proceeds from exercise of stock options 25,158 1,406 1,733 Repurchases of common stock ( 77,538 ) ( 950 ) ( 61 ) Cash flows provided by financing activities 367,668 456 842 Net increase in cash and cash equivalents and restricted cash 130,760 110,255 11,260 Cash, cash equivalents, and restricted cash, beginning of period 350,000 239,745 228,485 Cash, cash equivalents, and restricted cash, end of period $ 480,760 $ 350,000 $ 239,745 Cash and cash equivalents, end of the period $ 466,252 $ 337,697 $ 239,745 Restricted cash, end of the period 14,508 12,303 — Cash, cash equivalents, and restricted cash, end of the period $ 480,760 $ 350,000 $ 239,745 96 CHIME FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 Supplementary cash flow disclosure: Cash paid for interest $ 330 $ 467 $ 54 Cash paid for income taxes, net of refunds received $ 1,126 $ 2,178 $ 275 Supplemental disclosures of noncash investing and financing activities: Vesting of early exercised stock options $ — $ — $ 3,187 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 $ — $ — Purchases of property, equipment and software in accounts payable $ — $ — $ 98 Right-of-use assets obtained in exchange for lease obligations $ 53,237 $ — $ — The accompanying notes are an integral part of these consolidated financial statements. 97 CHIME FINANCIAL, INC. NOTES TO 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and 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. 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 consolidated statements of operations as consolidated net income (loss). Revenue from external customers and significant segment expenses are presented in the Company's consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. All long-lived assets are located in the United States, and all revenue is generated in the United States. 98 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Use of Estimates The preparation of these 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 consolidated financial statements. Significant Accounting Policies Revenue Recognition Payments Revenue The Company earns payments revenue in exchange for providing payment services for its members. Payments revenue is based on interchange fees generated from purchase transactions made by members using their Chime-branded debit and credit cards. The Company’s payments revenue reflects the gross amount of the interchange fees, which are generally determined as a percentage of the underlying transaction value plus a fixed amount per transaction based upon rates set by the card networks. Payments revenue is recognized net of refunds, which arise when members make returns to merchants. To deliver payment services to members, the Company contracts with its bank partners to provide members with FDIC-insured checking accounts and provide card network sponsorship, as well as to oversee compliance with bank regulations and card networks for transaction routing, reporting and settlement services. The Company is the principal in providing the payment services under the Company’s contracts with its members. In collaboration with its bank partners and the card networks, the Company’s primary performance obligation in payment services is to connect members to financial institutions and merchants by enabling, authorizing, and settling each payment. Payments revenue is recognized at the point in time when the Company’s single performance obligation is satisfied, upon the authorization and settlement of the members’ payment transactions as each transaction occurs. The Company maintains control of the integrated transaction processing services before delivery to its members and records revenue on a gross basis on the consolidated statement of operations. Payments revenue is collected by and remitted to the Company through each bank partner and is generally collected monthly in arrears. Platform-related Revenue The Company earns platform-related revenue from other products offered to its members that provide additional convenience, financial management tools, and access to liquidity . These products include MyPay, ATMs, outbound instant transfers, third-party partnerships, SpotMe, cash deposits, Instant Loans, and high-yield savings accounts. Chime offers MyPay to its members, which enables them to receive money in advance of payday up to a predetermined limit for free within 24 hours, or instantly for a flat fee. The Company recognizes the instant transfer fee net of fees paid to bank partners that are related to the product as revenue. Under agreements between the Company and its two bank partners, the bank partners are the legal lenders of the MyPay product. One of the Company’s bank partners has a contractual option to sell individual MyPay receivables to the Company once such receivables have aged two days beyond their origination date. The Company records these receivables purchased as loans held for investment, net on the consolidated balance sheets and accrues instant transfer fee revenue for these loans using the effective interest rate method. For the off-balance sheet MyPay receivables that are retained by either of the bank partners, the Company recognizes revenue based on the instant transfer fee, net of fees paid to bank partners, at an amount that approximates fair value. 99 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The Company offers its members access to fee-free ATMs. Each time members withdraw money at certain ATMs that are not in the Company’s network of fee-free ATMs, the Company charges a fixed ATM fee in accordance with the terms and conditions in the member agreements. In collaboration with its bank partners and the card networks, the Company’s primary performance obligation in ATM transaction services is to connect members to financial institutions by enabling, authorizing, and settling each ATM transaction. ATM revenue is recognized at the point in time when its single performance obligation is satisfied, upon the authorization and settlement of the members’ ATM transactions as each transaction occurs. The Company maintains control of the integrated transaction processing services before delivery to its members and records revenue on a gross basis on the consolidated statement of operations. ATM revenue is collected by and remitted to the Company through each bank partner and is generally collected monthly in arrears. 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 until it is provided to the member. In partnership with its bank partners, card networks, and processors, the Company's single performance obligation is to authorize and make funds instantly available in the member's external designated account, and settlement of funds. 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. The Company also generates revenue from third-party partnership agreements through products such as Insurify, Experian Boost, and its Offers Marketplace, where the Company receives payment from partners that offer products and services to members on the Chime app for connecting members with the partners. Revenue is recognized at a point in time when the Company’s performance obligation is satisfied. The Company offers members access to SpotMe, a fee-free overdraft protection product, which allows enrolled members to overdraw their accounts up to a predetermined limit free of charge. Members may tip Chime, at their discretion, for the use of the feature once the overdraft is repaid and may rescind the tip during the specified refundable period as defined in the member agreement. The Company defers the recognition of revenue until the expiration of the refundable period. Members can deposit cash into their accounts for free at certain retail locations, or for a fee at other retail locations. Through contracts with third-party cash deposit networks, the Company earns revenue upon each qualifying cash deposit outside its free network at a rate that varies depending on the cash deposit network and retailer. The Company does not have the primary responsibility for fulfilling its members’ cash deposit requests and the Company recognizes revenue net of fees paid to its third-party cash deposit networks upon settlement of the cash deposit in the members’ accounts. Chime also offers its members access to Instant Loans, which allows members to borrow funds that are repaid in equal installments over a set period of time. Instant Loans have a fixed interest rate with no late fees or compound interest. The Company’s bank partner is the legal lender of the Instant Loan product. The Company earns revenue related to Instant Loans based on the interest expected to be collected from members, net of fees paid to the bank partner, at an amount that approximates fair value. The Company offers its members access to high-yield savings accounts with no minimum deposit requirements. Member savings account balances are held in interest-bearing deposit accounts offered through the Company’s bank partners. Under the terms of the Company’s applicable contractual agreements with each bank partner, member deposits are either placed in the community deposit sweep program or held by the Company’s bank partners. The earned interest is passed to the Company which it recognizes as revenue net of the interest paid to its members, which is considered consideration payable to the member. The Company’s single performance obligation to its members, which is satisfied daily, is to offer access to the high-yield savings account to members, which provides interest on the deposited funds. 100 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Cost of Revenue Cost of revenue consists primarily of transaction processing and bank partner costs, and card and ATM network expenses, net of incentives. Transaction processing and bank partner costs Transaction processing and bank partner costs include expenses relating to the Company’s third-party and internally-developed payment processors. Through November 2025, the Company engaged a third-party processor to perform transaction authorization, settlement, payments, adjustments, and other account-level processing, as well as to maintain member account information and provide transaction reporting. Fees paid to the third-party processor were generally based on a fixed amount per transaction, subject to volume-based discounts. In November 2025, the Company completed its migration to ChimeCore, its proprietary payment processor and ledger. Costs associated with ChimeCore primarily include hosting and software-related expenses. Transaction processing and bank partner costs also include amortization of internal-use software related to supporting revenue-generating platforms. Additionally, transaction processing and bank partner costs include fees paid to bank partners for serving as the Company’s card issuing bank and for card network sponsorship. These costs are predominantly based on a specified percentage of the dollar volume of member purchase transactions using Chime-branded debit or credit cards at each respective bank partner, in which the percentage generally decreases with scale. Card and ATM network expenses, net of incentives The Company pays card and ATM networks for providing the worldwide networks through which card payment, ATM transactions, and other money movements such as inbound and outbound transfers are authorized, processed, and settled. These fees are generally based on the dollar volume of member purchase transactions, the total number of transactions in the period, and other money movement volume and vary by network and transaction type. The Company also has marketing and incentive arrangements with card networks that provide it with certain incentives on a periodic basis, including quarterly and annual incentives based on transaction volumes in the period, contract signing bonus, and other marketing incentives. The Company records these incentives as a reduction to the cost of revenue as they are earned. Operating Expenses Operating expenses are recognized as incurred, as follows: Transaction and risk losses Transaction and risk losses consist of losses relating to credit obligations for outstanding receivables from members, both on- and off-balance sheet, and transaction dispute losses. The Company’s credit obligations for off-balance sheet receivables that are retained by bank partners and relate to MyPay, Instant Loans, SpotMe, as well as other instances where a member’s account is overdrawn, are estimated at each period end and recognized on the consolidated balance sheets as product obligation. This obligation is measured at fair value, using a discounted cash flow model to calculate the present value of future cash flows based on current period data and historical trends. The Company’s allowance for credit losses on MyPay receivables purchased by the Company, which are on the Company’s consolidated balance sheet as loans held for investment, are recorded as a provision for credit losses within transaction and risk losses. Transaction and risk losses also includes transaction dispute losses, which result from member-initiated disputes with a merchant or due to processing fraudulent transactions. The Company estimates the provision for transaction dispute losses each period based on current period data points and historical trends related to loss rates. 101 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Member support and operations Member support and operations expenses include the costs of the third-party vendors the Company uses for certain member support and loss prevention services, the costs of physical debit and credit card issuance, software to help manage member interactions, and member onboarding and account verification expenses. Member support and operations also includes personnel-related expenses including salaries, employee benefit costs, and stock-based compensation for employees engaged in member support, risk, and operations functions, and allocated overhead. Sales and marketing Sales and marketing expenses consist primarily of general marketing and promotional activities, including advertising costs associated with the production and communication of advertisements in various media outlets for direct response and brand marketing, referral bonuses, and other promotional activities. Sales and marketing expenses also include personnel-related expenses including salaries, employee benefit costs, and stock-based compensation for employees engaged in marketing functions and allocated overhead. The Company offers cash bonuses to prospective and existing members through its referral program and other promotional activities. Bonuses paid to prospective members are one-time promotional payments intended to support new member acquisition and initial account activation. These bonuses are recorded as sales and marketing expense when these individuals do not meet the definition of a customer. When the bonus is paid to existing members in exchange for a distinct service, such as referring a new member, and the amount paid reflects the fair value of that service, the bonus is recorded as sales and marketing expense. Bonuses paid to prospective and existing members that do not meet these criteria are accounted for as consideration payable to a customer and recorded as a reduction of revenue. Advertising costs are expensed as incurred and were $ 509.8 million, $ 456.6 million, and $ 394.7 million for the years ended December 31, 2025, 2024, and 2023. Technology and development Technology and development expenses primarily consist of personnel-related expenses including salaries, employee benefit costs, and stock-based compensation for employees engaged in the engineering, product management, data science, and design functions, and allocated overhead, as well as costs for cloud infrastructure, and other costs to support and improve the Company’s platform. General and administrative General and administrative expenses primarily consist of personnel-related expenses, including salaries, employee benefit costs, and stock-based compensation for employees engaged in the security, legal, compliance, human resources, and finance functions, and allocated overhead. General and administrative also includes professional services fees, business software, and legal and regulatory settlements. For the year ended December 31, 2025, general and administrative expenses also included $ 32.6 million in one-time termination costs related to the contract termination with the Company’s third-party processor. Stock-Based Compensation The Company measures compensation expense for all stock-based payment awards granted to employees, and nonemployee service providers, based on the estimated fair value of the awards on the date of grant. Forfeitures are accounted for as they occur. Stock-based compensation expense is allocated to operating expenses on the consolidated statements of operations based on where the associated employee’s compensation is recorded. 102 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Fair Value of Common Stock Prior to the Company’s IPO, the Company’s Board of Directors determined the fair value of our common stock at each grant date. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock including: contemporaneous third-party valuations of the Company’s common stock, observed sales of common and redeemable convertible preferred stock, evaluation of the Company’s principal market, the Company’s actual operating and financial performance, the valuation of comparable companies, the lack of marketability, and general and industry specific economic outlook, amongst other factors. Subsequent to the Company’s IPO, the fair value of the Company’s common stock is based on the closing price of the Company’s Class A common stock on the grant date. Stock Options The Company measures compensation cost for stock options at fair value on grant date and recognizes compensation cost over the requisite service period. For awards with only service-based vesting conditions, the Company records compensation cost for these awards using the straight-line method. For awards with performance-based vesting conditions, the Company recognizes compensation cost on a tranche-by-tranche basis (the accelerated attribution method), based on the probability of achieving the performance criteria. The Company uses the Black-Scholes option pricing model to estimate the fair value of the stock option awards. The Black-Scholes option-pricing model incorporates various assumptions in estimating the fair value of stock-based awards. In addition to the fair value of common stock, these variables include: Expected Term The Company uses the simplified method to determine the expected term of the stock options. The expected term of the options is based on the average period the stock options are expected to remain outstanding calculated as the midpoint of the options vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop expectations about future exercise patterns and post-vesting termination behavior. Expected Volatility As the Company does not have sufficient trading history for its common stock, the Company estimates the volatility based on the expected volatility of publicly traded industry peers. Risk-Free Interest Rate The Company uses the weighted average, risk-free rate based on the rate for a U.S. Treasury zero-coupon issue with a term that approximates the expected life of the option grant at the date closest to the option grant date. Expected Dividends The Company has not paid and does not anticipate paying any cash dividends in the foreseeable future, and therefore, uses an expected dividend yield of zero. As part of the fair value process, the Company assesses the impact of material nonpublic information on the Company’s share price or expected volatility, as applicable, at the time of grant. 103 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) RSUs The Company measures RSUs based on the fair value of the underlying common stock on the date of grant. RSUs granted prior to the Company’s IPO 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 . 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. RSUs granted on or after the Company’s IPO vest upon the satisfaction of a service condition. The service condition for these awards is generally satisfied over four years and the grant date fair value of these RSUs will be recorded as stock-based compensation on a straight-line basis expense over the requisite service period. 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 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. RSAs The Company granted service-based and performance-based RSAs to certain continuing employees in connection with the Acquisition. RSAs are measured at fair value of the underlying common stock on the date of grant. For awards with only service-based vesting conditions, which is generally satisfied over 14 quarters, the Company records compensation cost for these awards using the straight-line method over the requisite service period. Awards with performance-based vesting conditions vest upon the achievement of designated operational metrics and continued employment at the time when the performance condition is achieved. The Company recognizes compensation cost for performance-based RSAs based on the accelerated attribution method when the performance condition is considered probable to be satisfied. Other Income, Net Other income, net primarily includes interest income, which consists of interest and dividends earned on the Company’s cash and cash equivalents and marketable securities. Cash and Cash Equivalents The Company considers all cash held in banks and highly liquid investments, including money market funds, with an original maturity of three months or less at the date of purchase, to be cash and cash equivalents. 104 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Restricted Cash As of December 31, 2025 and 2024 restricted cash consisted of cash restricted by an agreement with a bank partner and is required to be used to purchase loans held for investment. Product Collateral The Company has established cash collateral accounts with each respective bank partner to provide them with protection against losses from certain products. The Company funds these accounts according to requirements in the individual agreements, which vary by product type. On a monthly basis, any calculated deficit in such collateral accounts is funded by the Company, and any surplus may be remitted by the respective bank partner at the request of the Company. The amount of cash collateral funded fluctuates month-to-month and in some instances, the Company’s accounts receivable with the bank partner may be pledged to satisfy the collateral requirements. Marketable Securities The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale (“AFS”). After consideration of the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities and therefore classifies marketable securities as current assets on the consolidated balance sheets. The Company carries its AFS securities at fair value and reports any unrealized gain and loss, net of taxes, in accumulated other comprehensive income (loss), a component of stockholders’ deficit. The Company records any realized gains or losses on the sale of marketable securities in other income, net on the consolidated statements of operations. The cost of securities sold is based on the specific-identification method. Interest on marketable securities classified as AFS is included in other income, net on the consolidated statements of operations. The Company evaluates unrealized losses on its AFS securities to determine if they are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in fair value that are driven by a change in the creditor’s ability to meet its payment obligations. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in other income, net on the consolidated statements of operations. The Company determined that there was no credit-related impairment on marketable securities during the years ended December 31, 2025, 2024, and 2023. Fair Value Measurements The Company reports all financial assets and liabilities that are recognized or disclosed at fair value on the consolidated financial statements on a recurring basis in accordance with ASC 820, “ Fair Value Measurements” (“ASC 820”). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement. ASC 820 establishes and prioritizes three levels of inputs that may be used to measure fair value: Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted 105 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation. See Note 4 for additional disclosure related to fair value measurements. Accounts Receivable, Net Accounts receivable, net is principally comprised of interchange-based fees due from the bank partners, net of bank partner costs, and incentives due from card networks. These receivables are generally collected monthly or quarterly in arrears based on the remittance terms in the respective agreements with each bank partner and card network. The Company estimates an allowance for accounts receivable based on its assessment of the collectability by considering its historical accounts receivable collection experience for each counterparty, the credit quality of the counterparties, the age of the outstanding receivable, and an evaluation of current expected risk of credit loss based on current economic conditions and reasonable and supportable forecasts of future economic conditions over the life of the receivable. Loans Held for Investment, Net Upon the launch of MyPay in 2024, one of the Company’s bank partners was provided with a contractual option to sell individual MyPay receivables to the Company once such receivables have aged two days beyond their origination date. These MyPay receivables purchased by the Company are initially recognized at fair value on the date of acquisition on the consolidated balance sheets as loans held for investment when the Company makes payment to the bank partner and acquires all rights and title of the receivables. These receivables have no stated maturity date; however, are deemed to be held for investment as the Company has the intent and ability to hold them for the foreseeable future or until payoff. Loans held for investment are reported at amortized cost, which includes unpaid principal balances and any related premiums. The amortized cost is adjusted for the allowance for expected credit losses within loans held investment, net. The Company accrues MyPay instant transfer fee revenue for these loans using the effective interest method. Allowance for Expected Credit Losses The amount of the allowance for credit losses represents management’s estimate of expected credit losses over the remaining expected life of the Company’s financial assets measured at amortized cost considering available information from internal and external sources. The allowance for credit losses is primarily related to expected losses on the Company’s loans held for investment. 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. 106 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Property, Equipment, and Software, Net Property, equipment, and software, net is stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the respective asset, which is generally as follows: Property, Equipment and Software Useful Life Computer equipment and purchased software 3 to 7 years Furniture and fixtures 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term Internal-use software 3 years Expenditures for repairs and maintenance are expensed as incurred. Upon disposal, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in other income, net on the consolidated statements of operations. For the years ended December 31, 2025, 2024, and 2023, there were no material gains or losses on the disposal of assets. The Company capitalizes its costs relating to internal-use software projects when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs primarily consist of salaries and compensation costs for employees, fees paid to third-party consultants who are directly involved in development efforts and costs incurred for upgrades and functionality enhancements. Other costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over the estimated useful life of the related asset, which is generally three years from when the software is ready for its intended use. Business Combinations Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition-related expenses and post-combination integration and employee compensation costs are recognized separately from the business combination and are expensed as incurred. Impairment of Long-Lived Assets, including Goodwill The Company reviews its property and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount is not recoverable and exceeds the asset’s fair value, such assets are considered to be impaired and an impairment loss is recognized based on the excess of the carrying amount of the asset above the fair value of the asset. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. We operate and report financial information in one operating segment. The Company performs a goodwill impairment test annually and more frequently if events and circumstances indicate that the asset might be impaired. The Company first assesses qualitative factors to determine whether events or circumstances indicate that it is more likely than not that 107 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) the fair value of a reporting unit is less than its carrying amount and determine whether further action is needed. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, it performs a quantitative assessment to compare the estimated value of a reporting unit to its book value. If the book value exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company recognized $ 27.5 million in goodwill in other assets on the consolidated balance sheets as of December 31, 2025 and 2024. Accrued Transaction Dispute Losses The Company establishes an accrual for estimated losses due to transaction disputes, which represent a potential loss due to member-initiated transaction disputes or due to processing a fraudulent transaction. The accrual is estimated based on available data as of the reporting date, including expected disputes on processed transactions, and historical loss rates. Additions to the accrual are reflected in transaction and risk losses in the consolidated statements of operations while realized losses are offset against the accrual. The accrual for estimated transaction dispute losses is included within accrued and other current liabilities in the consolidated balance sheets. Product Obligation The Company accounts for the product obligation as a derivative. The product obligation is initially measured at fair value and subsequently remeasured at each reporting period end for any incremental increases or decreases in its fair value. The product obligation represe nts the Company’s expected remaining future cash flows at period end from the off-balance sheet MyPay receivables, Instant Loans, SpotMe, as well as other instances where a member’s account is overdrawn. The cash flows are inclusive of revenues related to off-balance sheet MyPay receivables and Instant Loans and expected credit losses. See Note 8 - Credit Obligations for further details. Under the terms of its agreements with its bank partners, the Company is required to collateralize this product obligation. Cash collateral on the product obligation is recorded in product collateral on the consolidated balance sheets, and collateral in the form of accounts receivable, due from bank partners, is recorded in accounts receivable on the Company’s consolidated balance sheets. Network Incentive Obligation The Company records a network incentive obligation when the card network provides upfront incentive payments for the Company meeting certain future milestones. The incentives are deferred and recognized as a reduction to cost of revenue over the life of the contract. The portion of network incentive obligation which is expected to be recognized in the next twelve months is included within accrued and other current liabilities in the consolidated balance sheets, while the remainder is included within other non-current liabilities in the consolidated balance sheets. Operating Leases The Company measures lease liabilities based on the present value of the total lease payments not yet paid discounted based on the Company’s incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company measures right-of-use assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs the Company incurs, and (iii) tenant incentives under the lease. The Company begins to recognize rent expense when the lessor makes the underlying asset available to the Company. 108 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The Company’s lease agreements generally contain lease and non-lease components. The Company elected to apply the practical expedient to combine non-lease components, which primarily include payments for maintenance and utilities, with lease payments and account for them as a single lease component. The Company includes the fixed non-lease components in the determination of the right-of-use assets and operating lease liabilities. The Company records the amortization of the right of use asset and the accretion of lease liability as rent expense and allocates the amounts as overhead on the consolidated statement of operations. Lease terms may include renewal or extension options to the extent they are reasonably certain to be exercised. The assessment of whether lease renewal or extension options are reasonably certain to be exercised is made at lease commencement. Factors considered in determining whether an option is reasonably certain to be exercised include, but are not limited to, the value of any leasehold improvements, the value of renewal rates compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option were not exercised. The Company elected to apply the short-term lease measurement and recognition practical expedient to its leases where applicable, thus leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The Company records rent expense for short-term leases on the consolidated statements of operations on a straight-line basis over the lease term. The Company has no finance leases. 401(k) Plan The Company has a 401(k)-tax deferred savings plan under which eligible employees may elect to have a portion of their salary deferred and contributed to the plan. Employees may also contribute to a Roth 401(k) plan using post-tax dollars. During the years ended December 31, 2025, 2024, and 2023, the Company contributed approximately $ 9.5 million, $ 8.5 million, and $ 8.4 million to the 401(k) plan. Share Repurchases Share repurchases may be made through a variety of methods, including open market or privately negotiated purchases. Shares repurchased are immediately retired. When shares are retired, the value of repurchased shares is a deduction to common stock par value and any excess over par value is recorded to additional paid-in capital. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers the available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. A valuation allowance may be established to reduce the deferred tax asset to the level at which it is more likely than not that the tax asset or benefits will be realized. If the Company determines that it is able to realize its deferred tax assets in the future in excess of the net recorded amount, the Company decreases the deferred tax asset valuation allowance, which reduces the income tax expense. Realization of tax benefits of deductible temporary differences, operating loss carryforwards and tax credit carryforwards depends on having sufficient taxable income of an appropriate character within the carryback or carryforward periods. 109 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained upon review by the taxing authority. Recognized income tax positions are measured at the largest amount that is greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to income taxes are reported in the provision (benefit) for income taxes on the consolidated statements of operations, if applicable. 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 December 31, 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 December 31, 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 $ 563.6 million and $ 352.6 million, or 96 % and 96 %, of the investments in marketable securities. All debt securities within the Company’s portfolio are investment-grade securities. As of December 31, 2025, the Company had receivables outstanding from two bank partners, that represent 46 % of receivables collectively ( 26 % and 20 % for each respective bank partner), and one card network partner that represented 50 % 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 Adopted Accounting Standards 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 Company adopted this guidance on a prospective basis effective January 1, 2025 and included the required disclosures in the Company’s notes to the financial statements for our income taxes. This standard update did not affect the Company’s operating results. In December 2025, the FASB issued ASU 2025-12, Codification Improvements ("ASU 2025-12"). This ASU addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. Early adoption is allowed on an issue-by-issue basis. The Company elected to early adopt Issue 10 on a prospective basis as of January 1, 2025. Issue 10 relates to stock repurchases, and explicitly permits the excess of repurchase price over par or stated value to be accounted for entirely as a deduction from additional paid-in capital as long as additional paid-in capital does not become negative. As a result, the Company recorded a $ 77.5 million deduction from additional paid-in capital during the year ended December 31, 2025. The Company is still evaluating the remaining issues but does not expect a material impact on the Company’s consolidated financial statements. 110 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Recently Issued Accounting Pronouncements Not Yet Adopted 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: Year Ended December 31, 2025 2024 2023 Payments revenue $ 1,500,563 $ 1,276,601 $ 1,021,158 Platform-related revenue (1)(2) 686,207 396,668 257,297 Total revenue $ 2,186,770 $ 1,673,269 $ 1,278,455 __________________ (1) In the years ended December 31, 2025, 2024, and 2023 platform-related revenue included $ 379.8 million, $ 145.3 million, and $ 21.8 million that was not derived from contracts with customers. (2) In the years ended December 31, 2025 and 2024, platform-related revenue included $ 333.5 million and $ 121.0 million related to MyPay receivables, which was comprised of $ 206.2 million and $ 76.2 million related to off-balance sheet MyPay receivables and $ 127.3 million and $ 44.8 million related to on-balance sheet MyPay receivables. In the year ended December 31, 2023, platform-related revenue included $ 15.0 million related to off-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: Year Ended December 31, 2025 2024 Balance at the beginning of the period $ 4,064 $ 3,613 Balance at the end of the period 4,818 4,064 Increase in deferred revenue during the period $ 754 $ 451 111 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The Company recognized materially all revenue from amounts included in the opening deferred revenue balances for the years ended December 31, 2025 and 2024. Changes in deferred revenue during the periods 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. The following table summarizes the assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2025 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 349,860 $ — $ — Marketable securities: U.S. government securities 563,594 — — U.S. agency securities — 24,234 — Total assets $ 913,454 $ 24,234 $ — Liabilities Product obligation $ — $ — $ 147,382 Total liabilities $ — $ — $ 147,382 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. 112 CHIME FINANCIAL, INC. NOTES TO 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: December 31, 2025 Significant Unobservable Inputs Range Weighted Average Rate Discount rate 3.48 %- 3.48 % 3.48 % Expected loss rate 0.27 % - 100 % 8.80 % 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 8 - 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: December 31, 2025 Cost or Amortized Cost Unrealized Gains Unrealized Losses Total Estimated Fair Value Marketable securities: U.S. government securities $ 562,463 $ 1,131 $ — $ 563,594 U.S. agency securities 24,218 16 — 24,234 Total marketable securities $ 586,681 $ 1,147 $ — $ 587,828 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 As of December 31, 2025 and 2024, the Company had nil 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 years ended December 31, 2025 and 2024. 113 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of 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: 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 December 31, 2025 Amortized Cost Fair Value Within one year $ 496,708 $ 497,625 After one year to five years 89,973 90,203 Total $ 586,681 $ 587,828 NOTE 6 - ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following: December 31, 2025 December 31, 2024 Receivables due from bank partners (1) $ 116,217 $ 97,994 Network incentive receivable 130,962 111,097 Other receivables 10,705 7,070 Accounts receivable, net $ 257,884 $ 216,161 _________________ (1) Receivables due from bank partners are net of bank partner and network costs. As of December 31, 2025 and December 31, 2024, $ 23.3 million and $ 42.8 million of gross receivables due from bank partners were pledged as collateral. The Company’s allowance for credit losses on accounts receivable was not material as of December 31, 2025 and 2024. NOTE 7 - LOANS HELD FOR INVESTMENT, NET Loans held for investment, net consisted of the following: Year Ended December 31, 2025 2024 Loans held for investment $ 148,221 $ 130,448 Less: allowance for expected credit losses ( 76,640 ) ( 30,649 ) Total loans held for investment, net $ 71,581 $ 99,799 114 CHIME FINANCIAL, INC. NOTES TO 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: Year Ended December 31, Days from origination 2025 2024 1 - 30 $ 64,779 $ 98,452 31 - 60 9,456 10,451 61 - 90 9,794 7,697 91 - 120 7,982 5,705 121 - 180 15,353 7,172 181 - 270 21,783 971 Greater than 270 19,074 — Total $ 148,221 $ 130,448 NOTE 8 - 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 and Instant Loan 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 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 Below is a summary of the changes in allowance for expected credit losses on MyPay loans held for investment: Year Ended December 31, 2025 2024 Balance, beginning of the period $ 30,649 $ — Provision for expected credit losses 75,440 30,649 Amounts written off ( 30,410 ) — Recoveries collected 961 — Balance, end of the period $ 76,640 $ 30,649 The Company began writing off loans held for investment during the year ended December 31, 2025, as such loans began aging beyond 365 days. 115 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Product Obligation The following table presents a reconciliation of the Company’s product obligation: Year Ended December 31, 2025 2024 Balance, beginning of the period $ 114,377 $ 88,600 Change in fair value of product obligation (1) 41,754 59,354 Settlements ( 8,749 ) ( 33,577 ) Balance, end of the period $ 147,382 $ 114,377 __________________ (1) The change in fair value of the product obligation was recorded on the consolidated statements of operations as follows: Year Ended December 31, 2025 2024 Revenue: Off-balance sheet MyPay receivables $ ( 206,254 ) $ ( 76,183 ) Instant Loans ( 18,217 ) — Total recorded as revenue ( 224,471 ) ( 76,183 ) Transaction and risk losses: Off-balance sheet MyPay receivables 127,100 50,429 Instant Loans 24,749 — SpotMe and other negative balances 114,376 85,108 Total recorded as transaction and risk losses 266,225 135,537 Total change in fair value of the product obligation $ 41,754 $ 59,354 The Company’s maximum exposure to losses under its product obligation was $ 722.3 million and $ 454.3 million as of December 31, 2025 and December 31, 2024, which represent the total possible undiscounted amounts the Company could be required to pay, assuming no recoveries. NOTE 9 – PROPERTY, EQUIPMENT, AND SOFTWARE, NET As of December 31, 2025 and 2024, property, equipment, and software, net consisted of the following: December 31, 2025 December 31, 2024 Computer equipment and purchased software $ 4,301 $ 3,734 Furniture and fixtures 10,752 9,177 Leasehold improvements 79,429 61,736 Capitalized internal-use software 73,669 63,565 Total property, equipment, and software $ 168,151 $ 138,212 Less: accumulated depreciation and amortization ( 73,831 ) ( 45,512 ) Property, equipment, and software, net $ 94,320 $ 92,700 Depreciation expense on property, equipment, and software was $ 9.4 million, $ 8.8 million, and $ 7.2 million for the years ended December 31, 2025, 2024, and 2023. Amortization expense on internal-use software was $ 20.4 million, $ 16.5 million, and $ 5.7 million for the years ended December 31, 2025, 2024, and 2023, which includes $ 14.0 million, $ 10.5 million, and $ 1.3 million recorded in cost of revenue in the consolidated statements of operations. 116 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) As of December 31, 2025, the estimated aggregate amortization expense related to internal-use software for each of the succeeding fiscal years was as follows: 2026 $ 18,324 2027 7,278 2028 1,931 2029 and thereafter — Total $ 27,533 NOTE 10 - BUSINESS COMBINATIONS Salt Labs Acquisition The Company acquired a 100 % ownership interest (“Acquisition”) in Salt Labs, Inc. (“Salt Labs”), an employee rewards company, on June 26, 2024 (“Acquisition Date”). The purpose of the Acquisition was to create a new channel to grow the Company’s member base. The purchase consideration was $ 43.3 million, which consisted of (i) $ 23.6 million in cash, (ii) $ 4.7 million from the issuance of shares of the Company’s common stock, (iii) $ 13.8 million related to the deemed vested component of outstanding employee awards, based on the ratio of time served in relation to the vesting term of each award, with the unvested portion being replaced with the Company’s unvested replacement awards comprising of restricted stock awards, and (iv) $ 1.2 million of cash paid for transaction costs on behalf of Salt Labs. The fair value of Company’s common stock and restricted stock awards are determined based on the price of the Company’s common stock on the Acquisition Date. The purchase consideration excludes $ 19.8 million related to the restricted stock awards that is subject to certain service-based and performance-based conditions and will be recognized as postcombination compensation expense over the requisite vesting period. Postcombination expense recognized was $ 3.3 million for the year ended December 31, 2024. In connection with the Acquisition, certain retained employees of Salt Labs are eligible to earn earn-out performance-based restricted stock units based on achievement of designated operational metrics. These PSUs are recognized as postcombination compensation expense - see Note 14 - Stock-based Compensation for further details. The Acquisition met the criteria to be accounted for as a business combination in accordance with ASC 805, Business Combinations (“ASC 805”). This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the difference between the fair value of the consideration paid for the acquired entity and the fair value of the net assets acquired be recorded as goodwill, which is not amortized but is tested at least annually for impairment. The final purchase consideration of $ 43.3 million was allocated to the fair value of assets acquired and liabilities assumed as of the Acquisition Date: Cash and cash equivalents $ 11,415 Other current assets 222 Developed technology intangible asset 4,500 Current liabilities ( 372 ) Total identifiable net assets acquired 15,765 Goodwill 27,493 Total net assets acquired $ 43,258 The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the opportunities from the Company’s current and future offerings and the value of the assembled workforce. Goodwill recognized from the Acquisition is not deductible for tax purposes. 117 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The Company identified an intangible asset of developed technology with a fair value of $ 4.5 million to be amortized over an estimated useful life of 3 years. Intangible assets are amortized over the estimated useful lives in a pattern that most closely matches the timing of their economic benefits. Goodwill and the acquired developed technology are recorded on the consolidated balance sheets as other assets as of December 31, 2025 and 2024. NOTE 11 – SIGNIFICANT BALANCE SHEET COMPONENTS Other Assets Other assets consisted of the following: December 31, 2025 December 31, 2024 Goodwill $ 27,492 $ 27,492 Other assets 3,354 4,477 Total other assets $ 30,846 $ 31,969 Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following: December 31, 2025 December 31, 2024 Accrued expenses $ 81,437 $ 100,486 Accrued bonus 52,860 53,344 Current portion of lease liability 11,381 15,746 Accrued transaction dispute losses (i) 10,497 7,759 Network incentive obligation, current portion 12,522 27,147 Other current liabilities 33,165 20,112 Total accrued and other current liabilities $ 201,862 $ 224,594 _________________ (1) The reconciliation of the beginning and ending accrued transaction dispute losses is as follows: Year Ended December 31, 2025 2024 Accrued transaction dispute losses, beginning of the period $ 7,759 $ 4,385 Provision for transaction dispute losses 63,561 50,614 Realized losses ( 60,823 ) ( 47,240 ) Accrued transaction dispute losses, end of the period $ 10,497 $ 7,759 Other Non-Current Liabilities Other non-current liabilities consisted of the following: December 31, 2025 December 31, 2024 Network incentive obligation, net of current portion $ 48,804 $ 43,826 Other non-current liabilities 2,887 2,283 Total other non-current liabilities $ 51,691 $ 46,109 118 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) NOTE 12 – 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 December 31, 2025, the Company had letters of credit outstanding thereunder in a face amount of $ 31.4 million. As of December 31, 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 December 31, 2025. NOTE 13 – REDEEMABLE CONVERTIBLE PREFERRED STOCK, COMMON STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Voting Rights The Company has three series of authorized common stock: Class A common stock, Class B common stock, and Class C common stock. 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 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 years ended December 31, 2025 and 2024. 119 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Conversion of Class B Common Stock Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. All of the Class B common stock will convert into shares of Class A common stock (that is, “sunset”) on the earlier of (i) the date determined by the holders of two-thirds of the then outstanding shares of Class B common stock and (ii) when both of the Company’s co-founders have experienced a “Triggering Event” (subject to a transition period of between 30 and 180 days as determined by the Company’s board of directors) A “Triggering Event” is the first to occur of any of the following with respect to each co-founder: (A) the aggregate number of shares of the Company’s capital stock and shares underlying any securities (including RSUs, options, or other convertible instruments) held by such co-founder and his related entities and permitted transferees represent less than 35 % of the Class B common stock held by such co-founder and his related entities and permitted transferees as of immediately following the completion of this offering, (B) the date such co-founder is no longer providing services to the Company as an officer, employee, or consultant and such co-founder is no longer a member of the Company’s board of directors, (C) the date that such co-founder’s employment with the Company is terminated for cause, or (D) the date of the death or disability of such co-founder. Conversion of Class C Common Stock After the conversion or exchange of all outstanding shares of the Company’s Class B common stock into shares of Class A common stock, all outstanding shares of Class C common stock will convert automatically into Class A common stock, on a share-for-share basis, on the date or time specified by the holders of a majority of the outstanding shares of Class A common stock, voting as a separate class. Dividend Rights Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock are entitled to receive dividends out of funds legally available if the Company’s board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that the Company’s board of directors may determine. Liquidation Rights If the Company becomes subject to a liquidation, dissolution, or winding-up, the assets legally available for distribution to its stockholders would be distributable ratably among the holders of the Company’s common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock. No Preemptive or Similar Rights The Company’s common stock is not entitled to preemptive rights, and is not subject to conversion, redemption, or sinking fund provisions. 120 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) 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 year ended December 31, 2025. As a result, 785,350 shares of Class A common stock were issued and there were no warrants outstanding as of December 31, 2025. 121 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Share Repurchase Program In November 2025, the Company’s board of directors authorized a share repurchase program to repurchase up to $ 200.0 million of our outstanding shares of Class A common stock. During the year ended December 31, 2025, the Company repurchased and immediately retired 3.7 million shares of its Class A common stock for an aggregate amount of $ 77.5 million. As of December 31, 2025, $ 122.5 million remained available and authorized for repurchase under the share repurchase program. The share repurchase program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions. NOTE 14 – 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 for future issuance. 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 December 31, 2025 , there were 56,701,090 shares of Class A common stock reserved for future issuance under the 2025 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. 122 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The following table indicates the weighted-average assumptions made in estimating the fair value as of December 31, 2025, 2024 and 2023: 2025 2024 2023 Expected term (in years) 6.17 years 6.04 years 6.06 years Expected volatility 55.19 % 56.88 % 56.26 % Risk-free interest rate 4.07 % 4.22 % 3.88 % Expected dividend yield — % — % — % The weighted-average grant date fair value of stock options granted was $ 14.75 , $ 11.90 , and $ 10.00 for the years ended December 31, 2025, 2024, and 2023. Service-based stock options A summary of the Company’s service-based stock option activity for the year ended December 31, 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 3,106,800 27.08 Exercised ( 9,243,830 ) 2.72 Forfeited/Cancelled ( 45,043 ) 13.89 Balance as of December 31, 2025 25,280,942 $ 10.86 5.48 $ 368,580 Vested and expected to vest as of December 31, 2025 25,280,942 $ 10.86 5.48 $ 368,580 Exercisable as of December 31, 2025 18,914,125 $ 7.40 4.45 $ 337,125 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 years ended December 31, 2025, 2024 and 2023 was $ 189.1 million, $ 20.1 million, and $ 25.3 million. The total grant date fair value of service based options that vested during the years ended December 31, 2025, 2024 and 2023 was $ 30.3 million, $ 19.7 million and $ 22.1 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 total grant date fair value of the performance-based stock options that vested during the year ended December 31, 2025 was $ 2.1 million. No performance-based stock options vested during the years ended December 31, 2024 and 2023. 123 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The following table summarizes the performance stock option activity for the year ended December 31, 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 December 31, 2025 400,000 $ 17.35 8.24 $ 3,128 Vested and expected to vest as of December 31, 2025 400,000 $ 17.35 8.24 $ 3,128 Exercisable as of December 31, 2025 183,332 $ 17.35 8.24 $ 1,434 RSAs The Company granted service-based and performance-based RSAs to certain continuing employees in connection with the Acquisition. Service-Based RSAs A summary of the Company’s service-based RSA activity for the year ended December 31, 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 ( 262,294 ) 23.25 Forfeited/Cancelled ( 38,806 ) 23.25 Balance as of December 31, 2025 498,722 $ 23.25 The total value of shares vested in the years ended December 31, 2025 and 2024 were $ 7.2 million and $ 3.1 million. No shares vested during the year ended December 31, 2023. Performance-Based RSAs A summary of the Company’s performance-based RSA activity for year ended December 31, 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 December 31, 2025 483,125 $ 23.25 124 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) 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 14,620,668 27.55 Vested (1) ( 30,135,213 ) 25.87 Forfeited/Cancelled ( 2,939,056 ) 23.21 Unvested as of December 31, 2025 20,874,834 $ 24.43 __________________ (1) Includes 13,067,772 shares of common stock underlying RSUs that were withheld to cover taxes on the settlement of vested RSUs during the year ended December 31, 2025. The total value of service-based RSUs vested in the year ended December 31, 2025 was $ 802.9 million. No shares vested in the years ended December 31, 2024 and 2023. PSUs Performance-based PSUs A summary of the Company’s performance-based PSU activity for year ended December 31, 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 December 31, 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 through the date the designated operational metrics are achieved, 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 through the date the growth and profit performance-based condition is met, a service-based condition that is satisfied over four years , 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 through the date the stock price hurdles are met, a service-based condition that is satisfied over four years , 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: 125 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) 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 December 31, 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. 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 December 31, 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 December 31, 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: Year Ended December 31, 2025 2024 2023 Member support and operations $ 138,761 $ 3,620 $ 5,000 Sales and marketing 51,325 1,356 1,192 Technology and development 604,763 12,423 10,645 General and administrative 276,049 12,446 9,198 Total $ 1,070,898 $ 29,845 $ 26,035 Included in the table above is the cumulative stock-based compensation expense, using the accelerated attribution method, for those RSUs and PSUs for which the service condition had been satisfied prior to the occurrence of the liquidity event. which occurred in connection with the Company’s IPO. During the years ended December 31, 2025, 2024, and 2023, the Company capitalized $ 1.3 million, $ 0.1 million and $ 0.2 million each period of stock-based compensation expense related to capitalized internal-use software. As of December 31, 2025, there was $ 461.1 million of unrecognized stock based compensation expected to be recognized over a weighted average period of 2.77 years. 126 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) NOTE 15 – 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. 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): Year Ended December 31, 2025 2024 2023 Numerator: Net loss $ ( 1,009,936 ) $ ( 25,344 ) $ ( 203,202 ) Denominator: Weighted average number of common shares outstanding used to compute net loss per share, basic and diluted 236,270,347 64,910,056 63,104,219 Net loss per share, basic and diluted $ ( 4.27 ) $ ( 0.39 ) $ ( 3.22 ) 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: Year Ended December 31, 2025 2024 2023 Redeemable convertible preferred stock on an as-converted basis — 258,667,796 258,667,796 Outstanding options to purchase common stock 25,680,942 32,663,015 29,776,972 Unvested service-based RSUs 20,874,834 39,328,435 31,068,799 Unvested performance-based PSUs 6,669,297 1,929,943 — Unvested market-based PSUs 1,600,000 — — Unvested restricted stock awards 981,847 1,309,008 — Warrants to purchase common stock — 787,840 787,840 Total anti-dilutive securities 55,806,920 334,686,037 320,301,407 127 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) NOTE 16 – RELATED PARTY TRANSACTIONS Related party transactions may include any transaction between the Company and entities under common control or with a related party. The Company has defined related parties as members of the board of directors, executive officers, principal owners of the Company’s outstanding stock, and any immediate family members of each such related party, as well as any entity for which the aforementioned individuals exercise significant influence over or control. During 2024 and 2023, 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 years ended December 31, 2024 and 2023, the Company paid $ 11.2 million and $ 11.5 million in sponsorship fees as part of the agreement. There were no balances outstanding or due as of December 31, 2024, and 2023. The board member ceased serving as an executive officer of the Dallas Mavericks in 2025. 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 years ended December 31, 2025, 2024, and 2023, the Company recognized $ 11.2 million, nil , and nil 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 consolidated statement of operations. Cash donations are recognized as expenses when paid to the Foundation. During the years ended December 31, 2025, 2024, and 2023, cash donations were $ 3.0 million, $ 1.7 million, and $ 1.5 million. NOTE 17 – INCOME TAXES For the years ended December 31, 2025, 2024, and 2023 , the geographical breakdown of our income (loss) before income taxes is as follows: Year Ended December 31, 2025 2024 2023 Domestic $ ( 1,010,956 ) $ ( 23,727 ) $ ( 204,199 ) Foreign 1,851 993 1,231 Income (loss) before income taxes $ ( 1,009,105 ) $ ( 22,734 ) $ ( 202,968 ) Income tax expense (benefit) was composed of the following: Year Ended December 31, 2025 2024 2023 Current Federal $ 3 $ 1,004 $ — State 828 1,606 234 Foreign — — — Deferred — — — Federal — — — State — — — Foreign — — — Total $ 831 $ 2,610 $ 234 128 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) Income tax expense for the year ended December 31, 2025 differed from the amount computed by applying the Federal statutory income tax rate of 21% to pretax loss as a result of the following: Year Ended December 31, 2025 Tax at federal statutory rate $ ( 211,912 ) 21.0 % State tax, net of federal benefit (1) 654 ( 0.1 ) % Foreign tax effects Canada ( 225 ) — % Tax credits ( 31,197 ) 3.1 % Change in valuation allowance 233,924 ( 23.1 ) % Nontaxable or nondeductible items: Stock-based compensation ( 18,293 ) 1.8 % Non-deductible compensation 27,210 ( 2.7 ) % Other adjustments 761 ( 0.1 ) % Other ( 91 ) — % Effective income tax rate $ 831 ( 0.1 ) % __________________ (1) State taxes in New York, Tennessee, and Texas made up the majority (greater than 50%) of the tax effect in this category. Income tax expense for the year ended December 31, 2024 and 2023 differed from the amount computed by applying the Federal statutory income tax rate of 21% to pretax loss as a result of the following: Year Ended December 31, 2024 2023 Tax at federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit ( 5.8 ) % ( 0.1 ) % Tax credits 23.7 % 3.5 % Change in valuation allowance ( 51.4 ) % ( 24.6 ) % Stock-based compensation 1.1 % ( 0.2 ) % Other ( 0.1 ) % 0.3 % Effective income tax rate ( 11.5 ) % ( 0.1 ) % The difference in the Company’s effective tax rate and the U.S. federal statutory tax rate is primarily due to recording a full valuation allowance on the Company’s U.S. deferred tax assets. 129 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The components of deferred tax assets and liabilities as of December 31, 2025 and 2024 , were as follows: December 31, 2025 December 31, 2024 Deferred tax assets Net operating loss carryforwards $ 288,139 $ 231,116 Credit carryforwards 86,633 42,676 Loss reserves 58,833 39,188 Accrued expense 13,246 2,064 Lease liability 33,642 24,141 Stock compensation 56,128 18,417 Internal-use software 202,751 87,894 Other 8,918 3,716 Total deferred tax assets $ 748,290 $ 449,212 Deferred tax liabilities Right of use asset 23,665 12,367 Fixed assets 4,691 5,260 Other 2,350 2,045 Total deferred tax liabilities $ 30,706 $ 19,672 Valuation allowance $ ( 717,584 ) $ ( 429,540 ) Net deferred tax assets $ — $ — Management believes that, based on available evidence, both positive and negative, it is more likely than not that the deferred tax assets will not be utilized, and as such the Company maintains a full valuation allowance at December 31, 2025 . The valuation allowance increased by $ 288.0 million for the year ended December 31, 2025 primarily as a result of the current year capitalized internally developed software. As of December 31, 2025 , the Company had approximately $ 1,123.4 million and $ 994.7 million of federal and state (post-apportioned) net operating losses (NOL) carryforwards. The Federal NOL will carry forward indefinitely and the state NOLs will begin to expire in 2028. The Company also has United States federal, state, and Canadian research and development tax credit carryforwards of approximately $ 98.6 million , $ 56.9 million , and $ 4.0 million, respectively . The federal and Canadian research credits will begin to expire in 2040, while the state research credits will begin to expire in 2030. The Internal Revenue Code (“IRC”) limits the amount of net operating loss carryforwards that a company may use in a given year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. The Company has performed a detailed analysis to determine whether an ownership change has occurred and noted three ownership changes. These changes are limited under Section 382, however, none of the net operating losses are projected to expire unutilized as of December 31, 2025. A reconciliation of the beginning and ending balances of gross unrecognized tax benefits is as follows: Year Ended December 31, 2025 2024 2023 Balance at beginning of year $ 33,206 $ 26,968 $ 18,596 Tax positions related to prior years 1,424 ( 980 ) 603 Tax positions related to the current year 31,128 7,218 7,769 Settlement with taxing authorities — — — Expirations of status of limitations — — — Balance at end of year $ 65,758 $ 33,206 $ 26,968 130 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) If recognized, all of the unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets. As of December 31, 2025, the Company had $ 65.8 million unrecognized income tax benefits and there were increases of $ 32.6 million to the Company’s unrecognized tax benefits during the year. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. There were no interest and penalties related to unrecognized tax benefits recorded on the consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 or the consolidated balance sheets as of December 31, 2025 and 2024. The Company files income tax returns in the U.S. Federal and various state jurisdictions. In addition, the Company files income tax returns in Canada. The Company is not currently under examination by income tax authorities in any of the jurisdictions. All tax returns will remain open for examination by the federal and most state taxing authorities for three years and four years, respectively, from the date of utilization of any net operating loss carryforwards or research and development credits. For the year ended December 31, 2025, income taxes paid (net of refunds received) were $ 1.1 million. The breakout by jurisdiction was as follows: Year Ended December 31, 2025 United States - Federal $ 250 United States - State and local Texas 202 Oregon 120 South Carolina 85 New York 77 All other state and local 392 Canada — Total $ 1,126 NOTE 18 – 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 years ended December 31, 2025, 2024, and 2023, rent expense for all operating leases was $ 13.3 million, $ 11.1 million, and $ 10.0 million. 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 of August 1, 2025. 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. 131 CHIME FINANCIAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share amounts, ratios, or as noted) The Company’s operating lease costs are as follows: Year Ended December 31, 2025 2024 2023 Fixed operating lease costs $ 12,997 $ 10,287 $ 9,618 Variable operating lease costs 7,606 7,696 3,321 Short-term lease cost 304 831 368 Sublease income ( 868 ) ( 881 ) ( 365 ) Total lease cost $ 20,039 $ 17,933 $ 12,942 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: December 31, 2025 Weighted average remaining operating lease term (in years) 8.3 Weighted average discount rate 5.61 % Cash flows related to leases were as follows: Year Ended December 31, 2025 2024 2023 Operating cash flows: Payments for operating lease liabilities $ 19,771 $ 17,161 $ 10,961 Supplemental cash flow data: Lease liabilities arising from obtaining right-of-use assets $ 53,865 $ 1,909 $ 1,576 Future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of December 31, 2025 were as follows: 2026 $ 15,741 2027 21,005 2028 20,545 2029 20,936 2030 21,337 Thereafter 73,063 Total lease payments $ 172,627 Less: imputed interest 37,962 Total operating lease liabilities $ 134,665 132 CHIME FINANCIAL, INC. NOTES TO 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. If the reasonable estimate is a range and no amount within that range is considered a better estimate than any other amount, an accrual is recorded based on the bottom amount of the range. Loss contingencies that are reasonably possible of occurrence are subject to disclosure. 133 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.