Chime Financial to buy Stride Bank for $590M

Chime plans a $590 million cash acquisition of Stride Bank, expects immediate EPS accretion, and raises its 2026 revenue and EBITDA guidance.

Rhea-AI Filing Summary

Chime Financial, Inc. (CHYM) agreed to acquire Central Service Corporation, parent of Stride Bank, N.A., for $590 million in cash, with the deal structured via a merger of a Chime subsidiary into CSC. Stride will become Chime Bank, N.A., a wholly owned subsidiary, and Chime will become a bank holding company after closing.

The transaction value represents ~1.5x tangible book value for Stride, which is described as profitable and well‑capitalized, and is expected to be immediately accretive to Chime’s EPS with more than $100 million in net synergies from sponsor bank fee savings, lending expansion and lower funding costs. Chime plans to fund the purchase from cash on its balance sheet and does not anticipate incremental capital. The deal, unanimously approved by both boards, is expected to close in the first half of 2027, subject to Federal Reserve and OCC approvals and other customary conditions. Chime raised guidance, now expecting Q3 2026 revenue of $705 million (about 30% year‑over‑year growth) and full‑year 2026 revenue of $2.76–$2.77 billion with adjusted EBITDA margins of roughly 17–18%.

Positive

• $590 million cash acquisition of Stride Bank brings Chime a national bank charter and full‑stack ownership, expected to be immediately accretive to EPS with over $100 million in net synergies.
• Chime raised 2026 guidance, projecting Q3 revenue of $705 million (~30% YoY growth) and full‑year revenue of $2.76–$2.77 billion with adjusted EBITDA margins of 17–18%.
• The purchase price of about 1.5x tangible book value is for a profitable, well‑capitalized bank and is expected to be funded entirely from cash on Chime’s balance sheet, with no incremental capital contribution anticipated.

Negative

• Closing is targeted for the first half of 2027 and is subject to approvals from the Federal Reserve and OCC, with disclosed risks that regulatory conditions or delays could reduce or defer expected benefits.
• Chime highlights risks that integration of CSC/Stride could be more costly or difficult than expected, that projected cost savings and revenue synergies may not be fully realized, and that the transaction may increase regulatory scrutiny as Chime becomes a bank holding company.

Filing Explained

The September 8 8-K reports a signed merger agreement, not a completed acquisition. Before closing, CSC’s outstanding preferred shares must be redeemed and the $590 million purchase price may be adjusted for specified expenses, dividends, and redemption payments; CSC shareholder approval is complete, but Federal Reserve and OCC approvals and other closing conditions remain.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Acquisition price for Stride Bank: $590 million cash Expected net synergies: More than $100 million Valuation multiple: 1.5x tangible book value +5 more

8 metrics

Acquisition price for Stride Bank $590 million cash Consideration to acquire Central Service Corporation, parent of Stride Bank, N.A.

Expected net synergies More than $100 million Projected net synergies from the Stride Bank acquisition

Valuation multiple 1.5x tangible book value Approximate transaction multiple paid for Stride Bank

Q3 2026 revenue guidance $705 million Represents approximately 30% year-over-year growth

Q3 2026 adjusted EBITDA guidance $117–$120 million Implied adjusted EBITDA margin of roughly 17%

Full-year 2026 revenue guidance $2.76–$2.77 billion Represents approximately 26–27% year-over-year growth

Full-year 2026 adjusted EBITDA guidance $481–$489 million Implied adjusted EBITDA margin of 17–18%

Active Members More than 10 million Chime’s stated number of Active Members using its services

Key Terms

Agreement and Plan of Merger, tangible book value, bank holding company, adjusted EBITDA, +1 more

5 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger with Central Service Corporation"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

tangible book value financial

"transaction value represents approximately 1.5x tangible book value for Stride"

Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.

bank holding company regulatory

"Chime will become a bank holding company within the meaning of the Bank Holding Company Act"

A bank holding company is a parent corporation that owns one or more banks and other financial businesses, like a household that controls several shops under the same roof. Investors care because this structure determines how the business is regulated, how it raises capital, pays dividends, and absorbs losses; it can make a banking group safer or riskier and affects the value and liquidity of the company’s shares.

adjusted EBITDA financial

"now expects revenue of $705 million and adjusted EBITDA of $117 to $120 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

adjusted EBITDA margin financial

"for the full year, adjusted EBITDA of $481 to $489 million, a margin of 17% to 18%"

Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.

Earnings Snapshot

Q3 2026 revenue guidance: $705 million · Guidance included

Q3 2026 and full-year 2026 guidance

Q3 2026 revenue guidance $705 million Approximately 30% year-over-year growth

Q3 2026 adjusted EBITDA guidance $117–$120 million Implied adjusted EBITDA margin of roughly 17%

Full-year 2026 revenue guidance $2.76–$2.77 billion Approximately 26–27% year-over-year growth

Full-year 2026 adjusted EBITDA guidance $481–$489 million Implied adjusted EBITDA margin of 17–18%

Guidance

Chime raised its outlook for Q3 and full-year 2026 revenue and adjusted EBITDA, reflecting continued high growth and mid-teens adjusted EBITDA margins while incorporating the expected impact of its planned Stride Bank acquisition.

FAQ

What acquisition did Chime Financial (CHYM) announce in this 8-K?

Chime announced a definitive agreement to acquire Central Service Corporation, parent of Stride Bank, N.A., for $590 million in cash. Upon closing, Stride will be renamed Chime Bank, N.A. and operate as a wholly owned subsidiary of Chime.

How is the Stride Bank acquisition expected to affect Chime’s earnings and synergies?

Chime expects the Stride Bank acquisition to be immediately accretive to earnings per share and to generate more than $100 million in net synergies, primarily from sponsor bank fee savings, lending expansion, and a significantly lower cost of funds.

When does Chime (CHYM) expect the Stride Bank transaction to close?

The transaction is expected to close in the first half of 2027, subject to approvals by the Office of the Comptroller of the Currency, the Federal Reserve Board, and satisfaction of other customary closing conditions.

How will Chime fund the $590 million purchase of Stride Bank?

Chime states that it is profitable and expects to fund the purchase from cash on its balance sheet, with no incremental capital contribution anticipated to complete the Stride Bank acquisition.

What new financial guidance did Chime (CHYM) provide for Q3 2026 and full-year 2026?

For Q3 2026, Chime now expects $705 million of revenue (~30% YoY growth) and $117–$120 million of adjusted EBITDA (about 17% margin). For full-year 2026, it expects $2.76–$2.77 billion of revenue (26–27% YoY growth) and $481–$489 million of adjusted EBITDA.

What valuation multiple is Chime paying for Stride Bank in this deal?

The transaction value represents approximately 1.5x tangible book value for Stride Bank, which is described as a profitable and well-capitalized bank, according to the disclosure and accompanying press release.

How will the acquisition change Chime’s regulatory status and balance sheet strategy?

As a result of the transaction, Chime will become a bank holding company under the Bank Holding Company Act and expects to keep its assets below $10 billion for the foreseeable future while consolidating its banking activities at Stride.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 05:28 PM Accepted by SEC EDGAR 09/08/2026 - 05:28 PM Learn about SEC filing dates

false 0001795586 0001795586 2026-09-08 2026-09-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

September 8, 2026

Date of Report (date of earliest event reported)

Chime Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42693		46-0925388
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

101 California Street, Suite 500

San Francisco, CA 94111

(Address of principal executive offices and zip code)

(844) 244-6363

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock, par value $0.0001		CHYM		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 8, 2026, Chime Financial, Inc., a Delaware corporation (“Chime” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Central Service Corporation, an Oklahoma corporation (“CSC”), and Clocktower Merger Sub, Inc., an Oklahoma corporation and a direct, wholly-owned subsidiary of Chime (“Merger Sub”). CSC is the parent company of Stride Bank, National Association. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into CSC (the “Merger”), with CSC continuing as the surviving corporation in the Merger. The Merger Agreement was unanimously approved by the board of directors of each of Chime, CSC and Merger Sub.

Upon the terms and subject to the conditions of the Merger Agreement, Chime will acquire CSC for $590 million, subject to customary purchase price adjustments, including deductions in respect of certain transaction expenses incurred by CSC, certain dividends paid by CSC prior to the closing of the transactions contemplated by the Merger Agreement and amounts paid to redeem the outstanding shares of CSC preferred stock. Immediately prior to the effective time of the Merger (the “Effective Time”), all outstanding shares of CSC preferred stock will be redeemed.

The Merger Agreement contains customary representations, warranties and covenants. Among other things, CSC has agreed, subject to certain exceptions, to, and to cause each of its subsidiaries to, conduct its business in the ordinary course consistent with past practice, from the date of the Merger Agreement until the Effective Time, and not to, and cause its subsidiaries not to, take certain actions prior to the Effective Time without the prior written consent of Chime. CSC has also agreed not to, and to cause its subsidiaries not to, solicit acquisition proposals or participate in discussions concerning, or furnish information in connection with, acquisition proposals. Chime and CSC have also agreed to prepare and file all necessary documentation, and effect all applications, notices, petitions and filings to obtain all necessary actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals for consummation of the transactions contemplated by the Merger Agreement. Chime has further agreed not to acquire, purchase, or otherwise enter into a transaction with any entity if doing so would reasonably be expected to (1) impose a material delay in the satisfaction of, or increase materially the risk of not satisfying, certain conditions to the Merger or (2) prevent or materially delay the consummation of the Merger.

The completion of the Merger is subject to customary conditions, including (1) the approval by the affirmative vote of the holders of a majority of the outstanding shares of common stock of CSC (which approval has been obtained), (2) receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency and (3) the absence of any order, injunction, decree, judgment or other legal restraint preventing the consummation of the Merger or the other transactions contemplated by the Merger Agreement or any statute, rule, regulation, order, injunction or decree prohibiting or making illegal the completion of the Merger or any of the other transactions contemplated by the Merger Agreement. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the Merger Agreement, (c) in the case of Chime’s obligation to complete the Merger, the absence of a material adverse effect on CSC and (d) in the case of Chime’s obligation to complete the Merger, holders of no more than 10% of the outstanding shares of common stock of CSC having elected to exercise any appraisal or similar rights.

The Merger Agreement provides certain termination rights for both Chime and CSC.

The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the Merger and (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover,

information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement and not to provide investors with any other factual information regarding Chime, CSC, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Chime, its affiliates or its business, the Merger Agreement and the Merger contained in, or incorporated by reference into, the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that Chime makes with the Securities and Exchange Commission (the “SEC”).

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 8, 2026, Chime and CSC issued a joint press release announcing that they had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Furthermore, such information shall not be deemed to be incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified as being incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 8, 2026, by and among Chime Financial, Inc., Clocktower Merger Sub, Inc. and Central Service Corporation.*
99.1		Joint Press Release of Chime Financial, Inc. and Central Service Corporation, issued on September 8, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

Forward Looking Statements

This Current Report on Form 8-K (this “Current Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “aim,” “try,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements in this Current Report include, but are not limited to, statements about the benefits of the proposed transaction between Chime and CSC, including future financial and operating results, statements related to the expected timing of the completion of the transaction, Chime’s plans, objectives, expectations and intentions, and other statements that are not historical facts.

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Chime to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the transaction may not be fully realized or may take longer than anticipated to be realized; (2) disruption to Chime’s business as a result of the announcement and pendency of the transaction; (3) the risk that the integration of CSC’s business and operations into Chime will be materially delayed or will be more costly or difficult than expected, or that Chime is otherwise unable to successfully integrate CSC’s businesses into its own, including as a result of unexpected factors or events; (4) the ability by each of Chime and CSC to obtain required governmental and third-party approvals of the transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect Chime after the closing of the transaction or adversely affect the expected benefits of the transaction; (5) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction; (6) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) risks related to management and oversight of the expanded business and operations of Chime following the transaction due to the increased size and complexity of its business; (9) increased scrutiny by, and additional regulatory requirements of, governmental authorities as a result of the transaction or the size, scope and complexity of Chime’s business operations following the transaction, including the fact that, as a result of the transaction, Chime will become a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended; (10) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Chime before or after the transaction, or against CSC; and (11) general competitive, economic, political and market conditions and other factors that may affect future results of Chime and CSC, including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. The forward-looking statements contained in this Current Report are also subject to other risks and uncertainties that could cause actual results to differ from the results predicted, including those more fully described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q. All forward-looking statements in this Current Report are based on information available to Chime and assumptions and beliefs as of the date hereof, and Chime disclaims any obligation to update any forward-looking statements, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				CHIME FINANCIAL, INC.
				(Registrant)
Dated: September 8, 2026				By:		/s/ Adam Frankel
						Adam Frankel
						General Counsel and Corporate Secretary

Exhibit 99.1

Chime Announces Agreement to Acquire Stride Bank

Advances Chime’s vision to become the leading consumer technology company built to bank mainstream America

Bank subsidiary to add foundational piece to Chime’s vertically integrated platform

Expected to be immediately accretive to Chime’s EPS, with more than $100 million in net synergies

SAN FRANCISCO, Sep. 8, 2026 — Chime^® (NASDAQ: CHYM), America’s #1 choice for banking¹, today announced that it has entered into a definitive agreement to acquire Stride Bank, N.A. (“Stride”) for $590 million in cash.² Stride is a nationally chartered bank that has been Chime’s bank partner for more than seven years. Upon closing, Stride will become Chime Bank, N.A. and operate as a wholly owned subsidiary of Chime.

The transaction marks an important milestone in Chime’s evolution from industry challenger to category leader. Chime’s technology-driven, payments-led model has reshaped the industry and now helps more than 10 million Active Members³ make financial progress. The combination of Chime’s digital core, trusted brand, and primary account relationships with Stride’s national charter and bank infrastructure will create an end-to-end platform built for the AI era. This will strengthen key competitive advantages that have driven Chime’s industry-leading growth:

• Faster product innovation for the AI era. Integrating ChimeCore, the company’s AI-native, proprietary technology stack, with Stride’s banking infrastructure will unify data, decisioning, and reduce handoffs. AI is allowing Chime to build faster than ever, and a subsidiary bank charter will allow for even more streamlined development of regulatory compliant products.

• Increased resilience and member trust. Combining Chime’s modern technology with Stride’s scaled banking foundation will make the platform even more reliable and resilient. A direct connection between Chime and the bank behind member accounts will also deepen trust and give more consumers the confidence to make Chime their primary account.

• Even stronger structural cost advantage. Owning the bank will eliminate partner-bank fees, reduce funding cost, and improve unit economics. The combined entity will be able to serve consumers across all 50 states and expand the addressable market.

“We founded Chime because mainstream America deserved better banking,” said Chris Britt, CEO and Co-founder of Chime. “Our member-aligned, technology-driven strategy will remain the same. This acquisition will make our proven model even stronger. By combining Chime’s leading brand and deep member relationships with Stride’s national charter and team, we will accelerate toward our vision to be the largest provider of primary bank accounts in America.”

A Proven Partnership

Founded in 1913 and headquartered in Enid, Oklahoma, Stride is a bank with deep community roots and a long track record of serving consumers, businesses, and fintech partners. Its experienced leadership, strong operations, and established banking, risk and compliance capabilities have made Stride a trusted Chime partner. Chime member accounts are already a significant contributor to Stride’s deposits, reflecting the scale and strength of the companies’ relationship. The close working relationship and established processes between the companies will ensure a smooth transition for Chime and Stride’s customers.

“Stride has spent more than a century serving customers and strengthening communities,” said Brud Baker, Chairman and CEO of Stride Bank. “For seven years, we have seen firsthand how Chime puts members first and how seriously it takes its mission. That gives us real confidence in this combination and the future we can build together. Stride’s national bank charter and experienced team will be central to what comes next. I look forward to continuing to lead Chime Bank, creating new opportunities for our customers, communities, and employees.”

The acquisition of Stride Bank provides Chime with a faster and more proven path to full-stack ownership versus pursuing a de novo bank charter.

Chime and Stride share a longstanding commitment to the people and communities they serve. Chime has put that into action by pledging 1% of its equity to the Chime Scholars Foundation, which has already provided nearly $10 million in post secondary scholarships to approximately 1,500 scholars over the past five years. Following the acquisition, the combined organization will look to create new opportunities to deepen its impact nationwide.

Financially Compelling from Day One

Chime’s core mission, strategy, and business model will remain the same — payments-led and asset-light. Owning rather than partnering will give the company greater speed, control, and stronger economics. It will also allow Chime to more efficiently expand its fast-growing lending business powered by disciplined underwriting.

The transaction is expected to be accretive to earnings per share immediately upon closing, with further upside over time. Chime expects to realize more than $100 million in net synergies, driven by sponsor bank fee savings, expansion of lending products, and a significantly lower cost of funds.

The transaction value represents approximately 1.5x tangible book value for Stride, a profitable and well-capitalized bank. Chime is profitable and expects to fund the purchase from cash on its balance sheet, with no incremental capital contribution anticipated.

Following the closing, Chime expects to consolidate its banking activities at Stride, which will focus primarily on supporting Chime’s consumer business. Chime will manage its balance sheet and keep its assets below $10 billion for the foreseeable future.

Raising Third-Quarter and Full-Year 2026 Guidance⁴

For the third quarter, Chime now expects revenue of $705 million, representing year-over-year growth of approximately 30%, and adjusted EBITDA of $117 to $120 million, a margin of roughly 17%.

For the full year, Chime now expects revenue of $2.76 to $2.77 billion, representing year-over-year growth of approximately 26% to 27%, and adjusted EBITDA of $481 to $489 million, a margin of 17% to 18%.

Transaction Details

The transaction is expected to close in the first half of 2027, subject to approvals by the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System, and the satisfaction of other customary closing conditions.

The boards of directors of both companies have unanimously approved the transaction.

Advisors

Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Chime in connection with the transaction, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Chime. Additionally, Piper Sandler & Co. is serving as financial advisor to Stride, and McAfee & Taft is serving as legal counsel to Stride in connection with the transaction.

About Chime

Chime (Nasdaq: CHYM) is a financial technology company founded on the premise that core banking services should be helpful, easy, and free. We offer a broad range of low-cost banking and payments products that address the most critical financial needs of everyday people. Our member-aligned business model has helped millions of people to unlock financial progress^TM. Member deposits are FDIC-insured through The Bancorp Bank, N.A. or Stride Bank, N.A., Members FDIC, up to applicable limits^*.

^*  Chime is not FDIC-insured. The Bancorp Bank, N.A. and Stride Bank, N.A. are the FDIC-insured members. Deposit insurance covers the failure of an insured bank. Certain conditions must be satisfied for pass-through deposit insurance coverage to apply. FDIC deposit insurance limit is $250,000 per depositor, per insured bank, per ownership category.

About Stride Bank, N.A.

Founded in 1913, Stride Bank, N.A. has built a steadfast legacy of trust and stability, with over a century dedicated to community banking excellence. Our branch network includes physical locations in Oklahoma and Salt Lake City, where we offer a comprehensive range of financial products and services including consumer and commercial banking, treasury management, mortgage lending, and wealth management. We have a proud history of innovation and are recognized as an industry leader for pioneering sophisticated payment and lending solutions for prominent national brands. We are committed to staying true to our roots while also adapting to meet the evolving needs of our customers. Member FDIC. Equal Housing Lender. Discover more at www.stridebank.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “aim,” “try,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements in this release include, but are not limited to, statements about the benefits of the proposed transaction between Chime and CSC, including future financial and operating results, statements related to the expected timing of the completion of the transaction, Chime’s plans, objectives, expectations and intentions, and other statements that are not historical facts.

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Chime to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the transaction may not be fully realized or may take longer than anticipated to be realized; (2) disruption to Chime’s business as a result of the announcement and pendency of the transaction; (3) the risk that the integration of CSC’s business and operations into Chime will be materially delayed or will be more costly or difficult than expected, or that Chime is otherwise unable to successfully integrate CSC’s businesses into its own, including as a result of unexpected factors or events; (4) the ability by each of Chime and CSC to obtain required governmental and third-party approvals of the transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect Chime after the closing of the transaction or adversely affect the expected benefits of the transaction; (5) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction; (6) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) risks related to management and oversight of the expanded business and operations of Chime following the transaction due to the increased size and complexity of its business; (9) increased scrutiny by, and additional regulatory requirements of, governmental authorities as a result of the transaction or the size, scope and complexity of Chime’s business operations following the transaction, including the fact that, as a result of the transaction, Chime will become a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended; (10) the outcome of any legal or regulatory proceedings that may be

currently pending or later instituted against Chime before or after the transaction, or against CSC; and (11) general competitive, economic, political and market conditions and other factors that may affect future results of Chime and CSC, including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. The forward-looking statements contained in this release are also subject to other risks and uncertainties that could cause actual results to differ from the results predicted, including those more fully described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q. All forward-looking statements in this release are based on information available to Chime and assumptions and beliefs as of the date hereof, and Chime disclaims any obligation to update any forward-looking statements, except as required by law.

Non-GAAP Financial Measures

This release includes certain financial measures that are not prepared in accordance with GAAP, including adjusted EBITDA and adjusted EBITDA margin, that we use to facilitate analysis of our financial trends and for internal planning and forecasting purposes. We use these non-GAAP financial measures in conjunction with GAAP measures to evaluate our operating performance, formulate business plans, prepare budgets and forecasts, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. We believe that these non-GAAP financial measures provide useful information to investors, analysts, and others about our business and financial performance, enhance their overall understanding of our performance, and can assist in providing a more consistent and comparable overview of our financial performance across periods. Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Further, these metrics have certain limitations in that they do not include the impact of certain expenses that are reflected on our consolidated statements of operations. Accordingly, our non-GAAP financial measures are presented for supplemental purposes only and should be considered in addition to, and not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.

We have not provided the forward-looking GAAP equivalents for certain forward-looking non-GAAP measures included in this release, or a GAAP reconciliation, as a result of the uncertainty regarding, and the potential variability of, reconciling items such as stock-based compensation expense. Accordingly, a reconciliation of these forward-looking non-GAAP metrics to their corresponding forward-looking GAAP equivalents is not available without unreasonable effort. However, it is important to note that material changes to reconciling items could have a significant effect on future GAAP results.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss), adjusted for (i) depreciation and amortization expense, (ii) other income (expense), net, (iii) provision (benefit) for income taxes, (iv) stock-based compensation expense including related payroll tax, and (v) certain expenses that do not reflect our core operations and may vary significantly from period to period, including restructuring charges, impairment charges, stock-based charitable expense, and certain legal and regulatory charges, as applicable.

Adjusted EBITDA Margin

We define adjusted EBITDA margin as adjusted EBITDA divided by revenue.

We believe that adjusted EBITDA and adjusted EBITDA margin are key measures of our operating performance, and management uses these measures to formulate business plans, prepare budgets and forecasts, and make strategic decisions.

¹  Chime Checking Account is required. Ranking based on a blind survey conducted by Chime in May 2026 of consumers who opened a new personal checking account at a different institution listed in the survey in the preceding six months. Chime offers access to checking accounts used for everyday banking.

²  Pursuant to the transaction, Chime will acquire Central Service Corporation (“CSC”), the parent holding company of Stride. The purchase price is subject to certain adjustments set forth in the definitive agreement.

³  We define an Active Member as a member who has initiated a money movement transaction on our platform in the last calendar month of the applicable period. Member-initiated money movement transactions include, but are not limited to, purchases with Chime-branded debit or credit cards, funding a member account, withdrawing funds from an ATM, sending or receiving funds with Pay Anyone, or taking or repaying a MyPay advance or an Instant Loan. Active Members are a key indicator of the scale of our engaged member base.

⁴  The provided outlook constitutes forward-looking information within the meaning of applicable securities laws and is based on a number of assumptions and is subject to a number of risks. See the cautionary note regarding “Forward-Looking Statements”.

Contacts

Chime:

Investors: ir@chime.com

Press: press@chime.com

Stride:

Investors & Media: ir@stridebank.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 28.8 KB

Other Documents

• EX-2.1 EX-2.1 456.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB