Chime Financial, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective at a reasonable assurance level. Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting The Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Inherent Limitations on Effectiveness of Controls The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected. ITEM 9B. Other Information Securities Trading Plans of Directors and Executive Officers Except as described below, during the three months ended December 31, 2025, none of our officers or directors, as defined in Rule 16a-1(f) of the Exchange Act, adopted , modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or any “non Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408. 134 On December 4, 2025 , Amine Asmerom , our Chief Accounting Officer , adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act pursuant to which he may sell up to 39,505 shares of our Class A common stock on or prior to September 6, 2026 . ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 135 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025. 136 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. The following consolidated financial statements of Chime Financial, Inc. and subsidiaries are filed as part of this Annual Report on Form 10-K under Part II, Item 8: • Reports of Independent Registered Public Accounting Firm on Consolidated Financial Statements • Consolidated Balance Sheets as of December 31, 2025 and 2024 • Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 • Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 • Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 • Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 • Notes to Consolidated Financial Statements 2. Financial Statement Schedules: All schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in Part II, Item 8 of this Annual Report on Form 10-K. 3. Exhibits: The exhibits listed below are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below. ITEM 16. FORM 10-K SUMMARY None. EXHIBIT INDEX Incorporated by Reference Exhibit Number Description Form Filing Date Exhibit Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of the registrant. 10-Q August 11, 2025 3.1 3.2 Amended and Restated Bylaws of the registrant. 10-Q August 11, 2025 3.2 4.1 Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of August 9, 2021. S-1 May 13, 2025 4.1 4.2 Form of Warrant to Purchase Class A Common Stock. S-1 May 13, 2025 4.2 4.3 Description of Securities . X 10.1+ Form of Indemnification Agreement between the registrant and each of its directors and executive officers. S-1 May 13, 2025 10.1 10.2+ Chime Financial, Inc. 2025 Equity Incentive Plan and related form agreements. S-1 May 13, 2025 10.2 137 10.3+ Chime Financial, Inc. 2025 Employee Stock Purchase Plan and related form agreements. S-1 May 13, 2025 10.3 10.4+ Chime Financial, Inc. Amended and Restated 2012 Stock Option and Grant Plan and related form agreements. S-1 May 13, 2025 10.4 10.5+ Outside Director Compensation Policy. S-1 May 13, 2025 10.5 10.6+ Change in Control Severance Plan. S-1 May 13, 2025 10.6 10.7+ Officer Severance Plan. S-1 May 13, 2025 10.7 10.8+ Executive Incentive Compensation Plan. S-1 May 13, 2025 10.9 10.9+ Confirmatory Employment Letter between the registrant and Christopher Britt, dated as of April 3, 2025. S-1/A June 2, 2025 10.10 10.10+ Confirmatory Employment Letter between the registrant and Ryan King, dated as of April 3, 2025. S-1/A June 2, 2025 10.11 10.11+ Confirmatory Employment Letter between the registrant and Matthew Newcomb, dated as of April 3, 2025. S-1/A June 2, 2025 10.12 10.12+ Confirmatory Employment Letter between the registrant and Adam Frankel, dated as of April 3, 2025. S-1/A June 2, 2025 10.13 10.13+ Confirmatory Employment Letter between the registrant and Mark Troughton, dated as of April 3, 2025. S-1/A June 2, 2025 10.14 10.14+ Founder Letter Agreement between the registrant and Christopher Britt, dated as of April 28, 2025. S-1/A June 2, 2025 10.15 10.15+ Founder Letter Agreement between the registrant and Ryan King, dated as of April 28, 2025. S-1/A June 2, 2025 10.16 10.16+ Form of Exchange Agreement among the registrant, each of Christopher Britt and Ryan King, and certain related entities. S-1 May 13, 2025 10.17 10.17+ Form of Equity Exchange Right Agreement between the registrant and each of Christopher Britt and Ryan King. S-1 May 13, 2025 10.18 10.18^ Lease Agreement between the registrant and Elm Property Venture LLC, dated as of September 2, 2021. S-1 May 13, 2025 10.19 10.19^ Credit Agreement among the registrant, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., dated as of March 31, 2025. S-1 May 13, 2025 10.20 10.20*^ Master Services Agreement between the registrant and The Bancorp Bank, N.A., dated as of June 9, 2023, as amended on January 6, 2025, February 27, 2025, March 19, 2025 , J une 20, 2025 , and October 20, 2 025 . X 10.21*^ Amended & Restated Private Label Consumer & Commercial Checking Account, Savings Account & Debit Card Issuance Agreement between the registrant and Stride Bank, N.A. (f/k/a Central National Bank and Trust Co. of Enid), effective as of December 1, 2022, as amended on October 23, 2024, and March 31, 2025. S-1 May 13, 2025 10.22 10.22*^ Secured Credit Card Issuing and Marketing Agreement between the registrant and Central National Bank and Trust Co. of Enid, effective as of October 10, 2018, as amended on March 10, 2020, March 17, 2021, December 1, 2022, and October 23, 2024. S-1 May 13, 2025 10.23 19.1 Insider Trading Policy. X 138 21.1 S ubsidiaries of Chime Financial, Inc. S-1 May 13, 2025 21.1 23.1 C onsent of Independent Registered Public Accounting Firm . X 24.1 P ower of Attorney (included in signature pages hereto) . X 31.1 Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of the Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1† Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Compensation Recovery Po licy . X 101 The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Loss, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Balance Sheets, (v) Consolidated Statements of Stockholders' Equity and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags X 104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL X + Indicates management contract or compensatory plan. * Certain information in this exhibit (indicated by asterisks) has been redacted because it is both (i) not material and (ii) information that the registrant treats as private or confidential. ^ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. † The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Chime Financial, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. 139 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in San Francisco, California, on March 5, 2026. CHIME FINANCIAL, INC. By: /s/ Christopher Britt Christopher Britt Chief Executive Officer and Chairman POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Christopher Britt and Matthew Newcomb, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Christopher Britt Chief Executive Officer and Chairman (Principal Executive Officer) March 5, 2026 Christopher Britt /s/ Matthew Newcomb Chief Financial Officer (Principal Financial Officer) March 5, 2026 Matthew Newcomb /s/ Amine Asmerom Chief Accounting Officer (Principal Accounting Officer) March 5, 2026 Amine Asmerom /s/ Shawn Carolan Director March 5, 2026 Shawn Carolan /s/ Susan Decker Director March 5, 2026 Susan Decker /s/ Jimmy Dunne Director March 5, 2026 Jimmy Dunne /s/ James M. P. Feuille Director March 5, 2026 James M. P. Feuille /s/ Ryan King Director March 5, 2026 Ryan King /s/ Cynthia Marshall Director March 5, 2026 Cynthia Marshall