Chime Financial (CHYM) CFO gifts shares and covers RSU tax via stock

Rhea-AI Filing Summary

Chime Financial, Inc. Chief Financial Officer Matthew S. Newcomb reported several non-market dispositions of Class A Common Stock. On February 18, 2026, he made bona fide gifts of 22,523 shares held directly and 22,523 shares held indirectly through the 2019 Newcomb Fox Family Trust, where he and his spouse serve as trustees.

On February 17, 2026, 23,993 shares were withheld by Chime Financial to cover tax obligations arising from the net settlement of restricted stock units. The filing notes this tax-withholding disposition does not represent an open-market sale by Newcomb.

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)
02/17/2026

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	02/17/2026		F		23,993(1)	D	$19.69	396,120(2)	D
Class A Common Stock	02/18/2026		G		22,523	D	$0	373,597(2)	D
Class A Common Stock	02/18/2026		G		22,523	A	$0	2,263,321	I	See footnote(3)

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 ("RSUs") and does not represent a sale by the Reporting Person.

2. Certain of 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 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	02/19/2026
	** 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).
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FAQ

What insider transactions did Chime (CHYM) report for CFO Matthew Newcomb?

The filing reports three dispositions of Chime Class A Common Stock by CFO Matthew Newcomb: two bona fide gifts totaling 45,046 shares on February 18, 2026, and 23,993 shares withheld on February 17, 2026 to satisfy tax obligations from restricted stock unit net settlement.

Were any of the Chime (CHYM) insider transactions open-market stock sales?

No, the reported transactions were not open-market sales. They consisted of bona fide gifts of Class A Common Stock and shares withheld by Chime Financial to cover tax withholding obligations related to restricted stock unit settlement, as specifically stated in the filing footnotes.

How are the gifted Chime (CHYM) shares held by CFO Matthew Newcomb structured?

Part of the gifted shares are held indirectly. The filing explains that some shares are held by the 2019 Newcomb Fox Family Trust, for which Matthew Newcomb and his spouse serve as trustees, meaning the trust, rather than Newcomb personally, formally holds those particular securities.

What does the tax-withholding transaction mean in the Chime (CHYM) Form 4?

The tax-withholding transaction reflects 23,993 shares withheld by Chime Financial to satisfy tax obligations from net settlement of restricted stock units. The footnote clarifies this represents payment of tax liability and does not constitute a sale of stock by Matthew Newcomb in the market.

What do transaction codes G and F signify in the Chime (CHYM) insider filing?

Code G in the filing indicates a bona fide gift of shares of Class A Common Stock. Code F indicates shares withheld by the issuer to pay the exercise price or satisfy tax liabilities associated with restricted stock units, rather than a traditional buy or sell transaction.