[Form 4] Chime Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Matthew S. Newcomb, Chief Financial Officer of Chime Financial, Inc. (CHYM), reported a transaction dated 09/08/2025 in which 13,887 shares of Class A common stock were withheld by the issuer at an average price of $24.34 to satisfy tax withholding related to the net settlement of restricted stock units. After the withholding, Mr. Newcomb directly beneficially owns 536,927 shares and indirectly beneficially owns 2,147,872 shares held by the 2019 Newcomb Fox Family Trust, for which he and his spouse serve as trustees. The Form 4 clarifies the withholding does not represent a sale by the reporting person.

Insights

Securities Analyst

TL;DR: This Form 4 records tax-withholding on RSU net settlement; ownership remains largely intact and the action is non-dispositive.

The filing shows a Section 16 insider filing for CFO Matthew Newcomb reporting 13,887 Class A shares withheld at $24.34 on 09/08/2025 to satisfy tax obligations from RSU net settlement. This is recorded with transaction code F, indicating a non-dispositive, employer-related withholding rather than an open-market sale. Post-transaction, direct beneficial ownership is 536,927 shares and indirect ownership via a family trust is 2,147,872 shares. For investors, the filing documents insider equity alignment but does not signal active selling pressure or a material change in control.

Corporate Governance Expert

TL;DR: Routine executive compensation tax withholding; disclosure aligns with Section 16 reporting requirements.

The report appropriately uses code F to denote shares withheld by the issuer for tax remittance on net-settled RSUs. The explanatory footnotes explicitly state the withheld shares are not sales by the reporting person, and indirect holdings are disclosed via the 2019 Newcomb Fox Family Trust where the reporting person is a trustee. The signature via power of attorney is included. The filing is a standard compliance disclosure without indications of governance concerns or unusual transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Newcomb Matthew S

(Last) (First) (Middle)

C/O CHIME FINANCIAL, INC.

101 CALIFORNIA STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/08/2025		F		13,887(1)	D	$24.34	536,927	D
Class A Common Stock								2,147,872	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy its tax withholding and remittance obligations in connection with the net settlement of restricted stock units and does not represent a sale by the Reporting Person.

2. These shares are held by 2019 Newcomb Fox Family Trust, for which the Reporting Person and his spouse serve as trustees.

Remarks:

	/s/ Theresa Bloom, by power of attorney	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CHYM CFO Matthew Newcomb report on his Form 4?

The Form 4 reports that 13,887 Class A shares were withheld by the issuer on 09/08/2025 at a price of $24.34 to satisfy tax withholding from a net settlement of restricted stock units.

Did the Form 4 report a sale of shares by Matthew Newcomb (CHYM)?

No. The filing states the withheld shares were remitted by the issuer to satisfy tax obligations and do not represent a sale by the reporting person.

How many CHYM shares does Matthew Newcomb beneficially own after the transaction?

After the withholding, Mr. Newcomb directly beneficially owns 536,927 shares and indirectly beneficially owns 2,147,872 shares via the 2019 Newcomb Fox Family Trust.

What is the nature of the indirect holdings reported by Matthew Newcomb on Form 4?

The indirect holdings are held by the 2019 Newcomb Fox Family Trust, for which the reporting person and his spouse serve as trustees, as stated in the footnote.

What transaction code was used on the Form 4 and what does it mean?

Transaction code F was used, which indicates a transfer or disposition related to the payment of taxes by the issuer in connection with a net settlement of restricted stock units (non-dispositive employer-related withholding).