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

Rhea-AI Filing Summary

Shawn T. Carolan, a director of Chime Financial, Inc. (CHYM), reported receipt of 7,628 restricted stock units (RSUs) on 08/27/2025 at a $0 price. Each RSU converts to one Class A share, with one-fourth vesting on November 27, 2025 and the remainder vesting quarterly thereafter if the reporting person remains a service provider. Following the grant, Mr. Carolan directly owned 7,628 Class A shares and indirectly held 17,442,713 shares through several Menlo-managed funds, while disclaiming beneficial ownership except for his pecuniary interest. The Form 4 was signed by power of attorney on 08/29/2025.

Positive

• Director awarded RSUs with time-based vesting, which aligns management incentives with shareholder value over time
• Substantial indirect ownership of 17,442,713 Class A shares through Menlo-managed funds indicates continued meaningful economic interest and potential influence

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a modest RSU grant and maintains a very large indirect ownership via Menlo funds, aligning interests with shareholders.

The 7,628 RSU grant is small relative to the reported indirect stake of 17.44 million Class A shares, indicating that Mr. Carolan's primary economic exposure to CHYM is through Menlo-managed funds rather than personal direct holdings. The RSU vesting schedule (25% on 11/27/2025 then quarterly) creates a short-term retention incentive tied to continued service, while the $0 reported price simply reflects RSU mechanics rather than a market purchase. For investors, the material datum is the scale of indirect ownership, which suggests continued influence by Menlo-related entities.

Corporate Governance Expert

TL;DR: Grant follows standard executive retention practice; the reporting person disclaims direct beneficial ownership beyond pecuniary interest.

The RSU award with time-based vesting is a customary retention tool and does not indicate extraordinary compensation terms. The Form 4 discloses that Mr. Carolan is a managing member of the general partners for multiple Menlo funds that hold the majority of reported shares and expressly disclaims beneficial ownership except to the extent of pecuniary interest. That legal disclaimer and the detailed fund breakdown improve transparency about control and voting concentration, important for governance analysis.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

CAROLAN SHAWN T

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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	08/27/2025		A		7,628(1)	A	$0	7,628(2)	D
Class A Common Stock								17,442,713(3)	I	See footnote(4)

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. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. One-fourth of the RSUs shall vest on November 27, 2025 and quarterly thereafter, subject to the Reporting Person continuing as a service provider through each such date.

2. These securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

3. These shares are held as follows: (i) 9,650,310 shares held by Menlo Inflection I, L.P. ("Menlo Inflection I"); (ii) 6,865,680 shares held by Menlo Ventures XIV, L.P. ("Menlo Ventures XIV"); (iii) 156,900 shares held by MMSOP, L.P. ("MMSOP" and, collectively with Menlo Inflection I, the "Menlo Inflection I Funds"); (iv) 102,310 shares held by MMEF XIV, L.P. ("MMEF XIV"); (v) 88,200 shares held by Menlo Entrepreneurs Fund XIV, L.P. ("Menlo Entrepreneurs Fund XIV" and together with Menlo Ventures XIV and MMEF XIV, the "Menlo XIV Funds"); (vi) 569,755 shares held by Menlo Inflection II, L.P. ("Menlo Inflection II"); (vii) 5,793 shares held by MM Inflection, L.P. ("MM Inflection"); and (viii) 3,765 shares held by Menlo Entrepreneurs Inflection Fund, L.P. ("Menlo Entrepreneurs Inflection Fund" and, together with Menlo Inflection II and MM Inflection, the "Menlo Inflection II Funds").

4. The Reporting Person is a managing member of each of: (i) MSOP GP, L.L.C., the general partner of the Menlo Inflection I Funds; (ii) MV Management XIV, L.L.C., the general partner of the Menlo XIV Funds; and (iii) MSOP GP II, L.L.C., the general partner of the Menlo Inflection II Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Theresa Bloom, by power of attorney	08/29/2025
	** 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 Shawn T. Carolan report on the Form 4 for CHYM?

He reported receipt of 7,628 RSUs on 08/27/2025 and disclosed indirect ownership of 17,442,713 Class A shares through Menlo-managed funds.

When do the newly granted RSUs vest for CHYM director Shawn Carolan?

One-fourth vests on November 27, 2025 and the remainder vests quarterly thereafter, subject to continued service.

Does the Form 4 show a purchase price for the RSUs?

The RSUs are reported at $0, reflecting grant of restricted stock units rather than a market purchase.

How are the 17,442,713 indirectly held CHYM shares divided among entities?

They are held across multiple funds: Menlo Inflection I (9,650,310), Menlo Ventures XIV (6,865,680), MMSOP (156,900), MMEF XIV (102,310), Menlo Entrepreneurs Fund XIV (88,200), Menlo Inflection II (569,755), MM Inflection (5,793), and Menlo Entrepreneurs Inflection Fund (3,765).

Who signed the Form 4 and when was it filed?

The form was signed by Theresa Bloom by power of attorney and dated 08/29/2025.