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Chime Financial, Inc.

For the period ended Mar 31, 2026. Filed May 7, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

CHYM$32.54+0.0%Stored close · as of Nov 10, 2026

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Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1 –ORGANIZATION AND DESCRIPTION OF BUSINESS

Chime Financial, Inc. (“Chime” or the “Company”) is a financial technology company with a mission to unite everyday people to unlock their financial progress. Through its proprietary technology platform, Chime offers a suite of products that address members’ critical financial needs. The Company partners closely with multiple third-party bank partners to offer a broad suite of products across spending, liquidity, credit building, savings, and community.

The Company was incorporated in the state of Delaware in 2012 and is headquartered in San Francisco, California with offices in Chicago, Illinois, and New York, New York.

NOTE 2 –BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and note disclosures included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”).

There have been no material changes in the Company’s significant accounting policies from those that were disclosed in its 2025 Form 10-K. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, including those of a normal and recurring nature, which are necessary for a fair presentation of the results for the interim period presented. The results of operations for interim periods are not necessarily indicative of results for the full year. The unaudited condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. The reporting currency of the Company is the U.S. Dollar.

Segment Reporting

The Company operates as a single operating segment and therefore, one reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating the Company’s financial performance. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss as reported on the condensed consolidated statements of operations as consolidated net income (loss). Revenue from external customers and significant segment expenses are presented in the Company's condensed consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total consolidated assets. All long-lived assets are located in the United States, and all revenue is generated in the United States.

Use of Estimates

The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions relating to reported amounts of assets, liabilities, revenues, and expenses. Significant estimates and assumptions include but are not limited to accrued transaction dispute losses, fair value of the product obligation, the allowance for expected credit losses, valuation of income taxes, the capitalization and estimated useful life of internal-use software, and the fair value of equity awards and stock-based compensation. These estimates are inherently subject to judgment. Actual results could differ from these estimates, and such differences may be material to the condensed consolidated financial statements.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk consist of cash and cash equivalents, product collateral, marketable securities, and accounts receivable. The Company’s cash equivalents are invested in interest-bearing money market funds that invest in a portfolio of short-term U.S. government obligations, which include U.S. Treasuries and other securities issued or guaranteed by the U.S. government. The Company does not hold or issue financial instruments for trading purposes. Cash on deposit with financial institutions may, at times, exceed federally insured limits. Management believes that these financial institutions are financially sound and, accordingly, minimal credit risk exists.

As of March 31, 2026 and December 31, 2025, the Company maintained its product collateral with two bank partners based on contractual agreements with each bank partner. Product collateral consists of cash collateral accounts to provide each respective bank partner with protection against losses from certain products.

As of March 31, 2026 and December 31, 2025, there were no concentrations of investments in securities of the same issuer, except for U.S. government securities, which amounted to$384.5 million and $563.6 million, or 95% and 96% of the investments in marketable securities. All debt securities within the Company’s portfolio are investment-grade securities.

As of March 31, 2026, the Company had receivables outstanding from two bank partners, that represent 49% of receivables collectively (27% and 22% for each respective bank partner), and one card network partner that represented 47% of receivables. As of December 31, 2025, the Company had receivables outstanding from two bank partners, that represent 46% of receivables collectively (26% and 20% for each respective bank partner), and one card network partner that represented 50% of receivables.

Recently Adopted Accounting Standards

There are no recently adopted accounting pronouncements that are material to the Company as of March 31, 2026.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU is effective for annual periods beginning after December 15, 2026 and requires either prospective or retrospective application. The Company is currently evaluating the impact of the ASU on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides for a practical expedient to estimate credit losses related to accounts receivable and contract assets from revenue contracts accounted for in accordance with ASC 606 using information as of the balance sheet date. This ASU is effective for annual periods beginning after December 15, 2025 and early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU makes targeted improvements to the accounting for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. This ASU is effective for annual reporting periods beginning after December 15, 2027 and provides for adoption on a prospective basis, with retrospective or modified retrospective application permitted. The Company is currently evaluating the impact of this ASU on its financial statements and related disclosures.

NOTE 3 –REVENUE

Disaggregation of revenue

The Company’s products and services are offered only to members within the United States. The following table provides information about the Company’s disaggregated revenue streams:

Three Months EndedMarch 31,
20262025
Payments revenue$432,644$375,312
Platform-related revenue (1)(2)214,743143,432
Total revenue$647,387$518,744

(1)In the three months ended March 31, 2026 and 2025, platform-related revenue included $125.1 million and $76.0 million that was not derived from contracts with customers.

(2)In the three months ended March 31, 2026 and 2025, platform-related revenue included $103.8 million and $64.3 million related to MyPay receivables, which was comprised of $64.8 million and $38.9 million related to off-balance sheet MyPay receivables and $39.0 million and $25.4 million related to on-balance sheet MyPay receivables.

Deferred revenue

The Company records deferred revenue for member-paid tips received prior to the expiration of the contractual refundable period. The deferred revenue balances were as follows:

Balance as of December 31, 2025$4,818
Balance as of March 31, 20264,900
Increase in deferred revenue during the period$82

The Company recognized materially all revenue from amounts included in the opening deferred revenue balances for the three months ended March 31, 2026. Changes in deferred revenue during the periods are driven by the increase in the amount of tips paid by members for using SpotMe.

NOTE 4 –FAIR VALUE MEASUREMENT

The Company’s financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, prepaid and other current assets, accounts payable, accrued and other current liabilities, and the product obligation. Accounts receivable, prepaid and other current assets, accounts payable, and accrued and other current liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Cash equivalents, marketable securities, and the product obligation are carried at fair value.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:

March 31, 2026
Level 1Level 2Level 3
Assets
Cash equivalents:
Money market funds$499,848$—$—
Marketable securities:
U.S. government securities384,526——
U.S. agency securities—19,079—
Total assets$884,374$19,079$—
Liabilities
Product obligation$—$—$121,141
Total liabilities$—$—$121,141
December 31, 2025
Level 1Level 2Level 3
Assets
Cash equivalents:
Money market funds$349,860$—$—
Marketable securities:
U.S. government securities563,594——
U.S. agency securities—24,234—
Total assets$913,454$24,234$—
Liabilities
Product obligation$—$—$147,382
Total liabilities$—$—$147,382

The Company classifies money market funds, U.S. government securities, and U.S. agency securities within Level 1 or Level 2 of the fair value hierarchy as the Company determined the fair value of these instruments using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

The Company accounts for the product obligation asa derivative. The Company’s product obligation is measured at fair value on a recurring basis using unobservable inputs at each reporting period and are classified within Level 3. The fair value is derived using the discounted cash flow method. The key estimates and assumptions impacting the fair value include the Company’s expectation that the historical cash flows are indicative of future cash flows; that historical losses realized on the product obligation are indicative of future losses, adjusted, where applicable, for seasonality and new information about future expectations; and the expected recovery rate.

The following table presents quantitative information about the significant unobservable inputs for the product obligation measured at fair value on a recurring basis, weighted by the total unrecovered balance:

March 31, 2026
Significant Unobservable InputsRangeWeighted Average Rate
Discount rate3.68% - 4.81%3.70%
Expected loss rate0.27% -100%6.40%
December 31, 2025
Significant Unobservable InputsRangeWeighted Average Rate
Discount rate3.48% - 3.48%3.48%
Expected loss rate0.27% - 100%8.80%

Refer to Note 8 - Credit Obligations for more information on the product obligation.

The Company did not have any transfers between Level 1, Level 2, and Level 3 assets or liabilities during the periods presented.

NOTE 5 –MARKETABLE SECURITIES

The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of the Company’s available for sale (“AFS”) securities aggregated by investment category:

March 31, 2026
Cost or Amortized CostUnrealized GainsUnrealized LossesTotal Estimated Fair Value
Marketable securities:
U.S. government securities$384,320$306$(100)384,526
U.S. agency securities19,125—(46)19,079
Total marketable securities$403,445$306$(146)$403,605
December 31, 2025
Cost or Amortized CostUnrealized GainsUnrealized LossesTotal Estimated Fair Value
Marketable securities:
U.S. government securities$562,463$1,131$—$563,594
U.S. agency securities24,21816—24,234
Total marketable securities$586,681$1,147$—$587,828

As of March 31, 2026 and December 31, 2025, the Company had 22 andnil marketable securities positions in an unrealized loss position. The unrealized losses above were as a consequence of interest rate changes. The Company does not intend to sell nor anticipate that it will be required to sell these securities before recovery of the amortized cost basis. Unrealized losses on available-for-sale debt securities were determined not to be related to credit related losses, therefore, no allowance for credit losses was recorded. The cost of securities sold is based on the specific-identification method. There were no material realized gains or losses from marketable securities that were reclassified out of accumulated other comprehensive income for the three months ended March 31, 2026 and 2025.

The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of March 31, 2026, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows:

As of March 31, 2026
Less than 12 monthsGreater than 12 monthsTotal
Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Marketable securities:
U.S. government securities$86,147$(100)$—$—$86,147$(100)
U.S. agency securities19,079(46)——19,079(46)
Total$105,226$(146)$—$—$105,226$(146)

There wereno gross unrealized losses as of December 31, 2025.

The following table summarizes the Company’s marketable securities by contractual maturity:

As of March 31, 2026
Amortized CostFair Value
Within one year$356,489$356,765
After one year to five years46,95646,840
Total$403,445$403,605

NOTE 6 -ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

March 31, 2026December 31, 2025
Receivables due from bank partners(1)$142,940$116,217
Network incentive receivable140,397130,962
Other receivables11,00110,705
Accounts receivable, net$294,338$257,884

(1)Receivables due from bank partners are net of bank partner and network costs. As of March 31, 2026 and December 31, 2025,$70.8 million and $23.3 million of gross receivables due from bank partners were pledged as collateral.

The Company’s allowance for credit losses on accounts receivable was not material as of March 31, 2026 and December 31, 2025.

NOTE 7 -LOANS HELD FOR INVESTMENT, NET

Loans held for investment, net consisted of the following:

March 31, 2026December 31, 2025
Loans held for investment$179,536$148,221
Less: allowance for expected credit losses(73,721)(76,640)
Total loans held for investment, net$105,815$71,581

Credit Quality Information

The Company analyzes its loans held for investment based on the aging of unpaid principal. This is the credit quality indicator management uses to evaluate the allowance for expected credit losses on loans held for investment. Below is a summary of the loans held for investment by vintage:

Days from originationMarch 31, 2026December 31, 2025
1 - 30$105,315$64,779
31 - 606,5409,456
61 - 905,9879,794
91 - 1206,2757,982
121 - 18014,73115,353
181 - 27020,34221,783
Greater than 27020,34619,074
Total$179,536$148,221

NOTE 8 -CREDIT OBLIGATIONS

The Company has credit obligations related to both on- and off-balance sheet receivables from members. Credit obligations related to MyPay loans held for investment on the Company’s balance sheets are recorded as an allowance for expected credit losses. Future expected cash flows, including credit obligations related to MyPay and Instant Loan receivables retained by the bank partners, SpotMe, and other instances where a member’s account is overdrawn are recorded as a product obligation on the condensed consolidated balance sheets.

MyPay receivables on the Company’s balance sheet have the risks and characteristics similar to the off-balance sheet balances retained by the bank partners and similar risk characteristics were applied consistently for the products during underwriting. Accordingly, the credit exposure is expected to be similar for these obligations.

Allowance for Expected Credit Losses

The allowance for expected credit losses on loans held for investment reflects the Company’s estimate of uncollectible balances resulting from credit losses and is based on the determination of the amount of lifetime expected credit losses inherent in the loans held for investment as of the reporting date. The Company measures the allowance for expected credit losses based on a discounted cash flow method, where future cash flows estimated using the roll rate method are discounted. Historical data is categorized into pools with similar risk characteristics, and roll rates are calculated based on the vintage loans held for investment origination, defined as by month. This results in an expected loss rate for each vintage. The Company considers whether the current conditions and reasonable and supportable forecasts about future conditions indicate that expected loss rates derived based on historical experience merit adjustment. In assessing such adjustments, the Company evaluates factors such as unemployment rates, short-term economic trends, and cash collections subsequent to the balance sheet date. The expected loss rate is then applied to the outstanding principal balance of each vintage at the end of the period, resulting in the recognition of the expected loss at period-end. The allowance for expected credit loss is recorded against loans held for investment, along with a corresponding charge recorded within transaction and risk losses in the consolidated statement of operations. In general, loans held for investment are charged-off after 365 days of non-payment. At each reporting period, the Company adjusts the allowance for changes in the estimate of lifetime expected credit losses and reverses the allowance upon either payment of the loans held for investment or upon charge-off.

Below is a summary of the changes in allowance for expected credit losses on MyPay loans held for investment:

Three Months EndedMarch 31,
20262025
Balance, beginning of the period$76,640$30,649
Provision for expected credit losses13,30921,900
Amounts written off(17,705)—
Recoveries collected1,477—
Balance, end of the period$73,721$52,549

The Company began writing off loans held for investment during the second quarter in 2025, when such loans began aging beyond 365 days.

Product Obligation

The following table presents a reconciliation of the Company’s product obligation:

Three Months EndedMarch 31,
20262025
Balance, beginning of the period$147,382$114,377
Change in fair value of product obligation(1)(26,547)28,751
Settlements306(18,456)
Balance, end of the period$121,141$124,672

(1)The change in fair value of the product obligation was recorded on the condensed consolidated statements of operations as follows:

Three Months EndedMarch 31,
20262025
Revenue:
Off-balance sheet MyPay receivables$(64,833)$(38,872)
Instant Loans(13,757)—
Total recorded as revenue(78,590)(38,872)
Transaction and risk losses:
Off-balance sheet MyPay receivables25,00335,400
Instant Loans7,216—
SpotMe and other negative balances19,82432,223
Total recorded as transaction and risk losses52,04367,623
Total change in fair value of the product obligation$(26,547)$28,751

The Company’s maximum exposure to losses under its product obligation was $665.7 million and $526.5 million as of March 31, 2026 and 2025, which represent the total possible undiscounted amounts the Company could be required to pay, assuming no recoveries.

NOTE 9 –PROPERTY, EQUIPMENT, AND SOFTWARE, NET

Property, equipment, and software, net consisted of the following:

March 31,2026December 31,2025
Computer equipment and purchased software$4,956$4,301
Furniture and fixtures12,37910,752
Leasehold improvements83,76979,429
Capitalized internal-use software74,60573,669
Total property, equipment, and software175,709168,151
Less: accumulated depreciation and amortization(81,073)(73,831)
Property, equipment, and software, net$94,636$94,320

Depreciation and amortization expense on property, equipment, and software was $7.6 million and $7.2 million for the three months ended March 31, 2026 and 2025.

NOTE 10 –SIGNIFICANT BALANCE SHEET COMPONENTS

Other Assets

Other assets consisted of the following:

March 31, 2026December 31,2025
Goodwill$27,492$27,492
Other assets2,9163,354
Total other assets$30,408$30,846

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

March 31,2026December 31,2025
Accrued expenses$93,698$81,437
Accrued bonus11,72852,860
Current portion of lease liability12,12211,381
Accrued transaction dispute losses(1)14,81710,497
Network incentive obligation, current portion27,27212,522
Other current liabilities25,40133,165
Total accrued and other current liabilities$185,038$201,862

(1)The reconciliation of the beginning and ending accrued transaction dispute losses is as follows:

Three Months EndedMarch 31,
20262025
Accrued transaction dispute losses, beginning of the period$10,497$7,759
Provision for transaction dispute losses22,32717,971
Realized losses(18,007)(13,322)
Accrued transaction dispute losses, end of the period$14,817$12,408

Other Non-Current Liabilities

Other non-current liabilities consisted of the following:

March 31,2026December 31,2025
Network incentive obligation, net of current portion$41,299$48,804
Other non-current liabilities2,9292,887
Total other non-current liabilities$44,228$51,691

NOTE 11 –INDEBTEDNESS

Revolving Credit Facilities

On March 31, 2025, the Company entered into a $475.0 million senior secured revolving credit facility maturing on March 31, 2030 (the “credit facility”), which replaced its prior $125.0 million revolving credit facility. As of March 31, 2026, no funds have been drawn under the credit facility and the Company had letters of credit outstanding thereunder of $31.4 million.

Loans under the credit facility initially bear interest at the Company’s option of (i) an annual rate based on the forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), based on an interest period of one, three, or six months, plus an applicable margin of 1.50% or (ii) a base rate (the “base rate”) equal to the highest of (A) the prime rate, (B) the effective federal funds rate, plus 0.50%, and (C) Term SOFR for a one-month interest period plus 1.00%, in each case plus 0.50%. The applicable margin for (a) Term SOFR loans shall be either 1.50% or 1.25% and (b) base rate loans shall be either 0.50% or 0.25%, in each case, depending on the Company’s Consolidated Total Debt to Consolidated EBITDA Ratio (as defined in the credit agreement for the credit facility). The Term SOFR rate is at all times subject to a floor of 0%. The Company is obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee.

The Company’s obligations under the credit facility are required to be guaranteed by certain of its subsidiaries. Such obligations, including the guaranties, are secured by substantially all of the Company’s assets and those of the subsidiary guarantors. The credit facility includes customary affirmative and negative covenants, including, among others, restrictions on debt, liens, investments, fundamental changes, dividends, distributions, repurchases and/or redemptions of equity interests, and transactions with affiliates. In addition, the credit facility requires the Company to satisfy a minimum liquidity covenant. The Company was in compliance with all covenants as of March 31, 2026.

NOTE 12 –COMMON STOCK AND STOCKHOLDERS’ EQUITY

Preferred Stock

As of March 31, 2026, no terms of the preferred stock have been designated, no shares of preferred stock were outstanding and the Company had no present plan to issue any shares of preferred stock.

Common Stock

The Company has three series of authorized common stock: Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled toone vote per share. Each share of Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of Class A common stock. Shares of Class C common stock have zero voting rights, except as otherwise required by law. Common stockholders are entitled to dividends when and if declared by the board of directors. There were no dividends declared or paid to common stockholders during the three months ended March 31, 2026 and 2025.

NOTE 13 –STOCK-BASED COMPENSATION

Equity Incentive Plan

In connection with the Company’s initial public offering in 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), and the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) was terminated. Following the effectiveness of the 2025 Plan, no further awards have been or will be granted under the 2012 Plan, and all outstanding awards under the 2012 Plan continue to be governed by their existing terms. Under the 2025 Plan, the Company is authorized to grant incentive stock options (“ISOs”), within the meaning of Section 422 of the Code, to employees and employees of its parent and subsidiary corporations. The Company may also grant non-qualified stock options (“NSOs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”), stock appreciation rights, and other performance awards to employees, directors, consultants, and employees and consultants of its parent and subsidiary corporations.

As of March 31, 2026, there were 63,727,488 shares of Class A common stock reserved for future issuance under the 2025 Plan.

Stock Options

Service-based stock options

A summary of the Company’s service-based stock option activity for the three months ended March 31, 2026 is as follows:

Outstanding Stock OptionsWeighted average exercise price ($)Weighted-average remaining contractual life (years)Aggregate intrinsic value
Balance as of December 31, 202525,280,942$10.865.48$368,580
Granted3,881,43721.62
Exercised(4,880,740)2.85
Forfeited/Cancelled(22,553)13.89
Balance as of March 31, 202624,259,086$14.196.51$149,172
Vested and expected to vest as of March 31, 202624,259,086$14.196.51$149,172
Exercisable as of March 31, 202614,852,628$9.574.94$142,116

Performance stock options

In 2024, the Company granted performance stock options to certain executives that were subject to both service-based and performance-based vesting conditions. As of December 31, 2025 and March 31, 2026,400,000 options were outstanding at a weighted average exercise price of $17.35. As of March 31, 2026,208,332 options were exercisable.

RSAs

Service-Based RSAs

A summary of the Company’s service-based RSA activity is as follows:

Number of Shares of Restricted StockWeighted-average grant date fair value per share
Balance as of December 31, 2025498,722$23.25
Granted——
Vested(78,935)23.25
Forfeited/Cancelled——
Balance as of March 31, 2026419,787$23.25

Performance-Based RSAs

The Company has granted RSAs to certain employees which vest based upon the achievement of designated operational metrics and continued employment through the date the designated operational metrics are achieved. A summary of the Company’s performance-based RSA activity is as follows:

Number of Shares of Restricted StockWeighted-average grant date fair value per share
Balance as of December 31, 2025483,125$23.25
Granted——
Vested(18,666)23.25
Forfeited/Cancelled——
Balance as of March 31, 2026464,459$23.25

RSUs

A summary of the Company’s service-based RSUs activity is as follows:

Number of Restricted Stock UnitsWeighted-average grant date fair value per share
Unvested as of December 31, 202520,874,834$24.43
Granted9,582,48020.76
Vested(317,083)22.82
Vested and settled (1)(1,949,321)23.55
Forfeited/Cancelled(1,376,628)23.55
Unvested as of March 31, 202626,814,282$24.43

(1)Includes 78,187 shares of common stock underlying RSUs that were withheld to cover taxes on the settlement of vested RSUs during the three months ended March 31, 2026.

PSUs

Performance-based PSUs

In connection with the acquisition of Salt Labs, Inc. in 2024, certain employees were granted 1,929,943 PSUs, which vest based upon the achievement of designated operational metrics, continued employment through the date the designated operational metrics are achieved, and upon the occurrence of a liquidity event. The liquidity-based vesting condition was satisfied upon completion of the Company’s IPO.

In April 2025, the Co-Founders were granted 4,800,000 PSUs which vest based upon the achievement of growth and profit performance-based metrics, continued employment through the date the growth and profit performance-based condition is met, a service-based condition that is satisfied over four years, and upon the occurrence of a liquidity event. The liquidity-based vesting condition was satisfied upon completion of the Company’s IPO.

A summary of the Company’s performance-based PSU activity is as follows:

Number of Shares of Restricted StockWeighted-average grant date fair value per share
Balance as of December 31, 20256,669,297$26.74
Granted——
Vested——
Forfeited/Cancelled(65,368)23.25
Balance as of March 31, 20266,603,929$26.77

Market-based PSUs

In April 2025, the Co-Founders were granted 1,600,000 PSU awards which vest based upon the achievement of stock price hurdle market-based metrics, continued employment through the date the stock price hurdles are met, a service-based condition that is satisfied over four years, and upon the occurrence of a liquidity event. The liquidity-based vesting condition was satisfied upon completion of the Company’s IPO.

All 1,600,000 market-based PSUs were outstanding as of March 31, 2026 asnone have vested or been cancelled. The weighted-average grant date fair value per share of the awards is $23.96.

2025 Employee Stock Purchase Plan

As of March 31, 2026, a total of 13,089,515 sharesof Class A common stock are reserved for sale under the 2025 Employee Stock Purchase Plan (the “ESPP”).

Under the ESPP, eligible employees may contribute through payroll deductions, subject to plan limits, to purchase shares at a 15% discount undersix-month offering periods. The plan includes a look-back feature based on the lower of the offering or purchase date stock price. Stock-based compensation expense is recognized on a straight-line basis over the offering period, with fair value measured at grant using the Black-Scholes model.

The grant date of the initial offering period was February 20, 2026, and that offering period shall end on August 20, 2026. As of March 31, 2026, the Company recorded a liability of $2.4 million related to the accumulated payroll deductions, which is included within accrued expenses and other current liabilities in the condensed consolidated balance sheets.

Stock-Based Compensation Expense

The following table summarizes the total stock-based compensation expense:

Three Months EndedMarch 31,
20262025
Member support and operations$8,522$1,124
Sales and marketing4,000483
Technology and development25,4033,703
General and administrative22,7273,386
Total$60,652$8,696

As of March 31, 2026, there was $626.0 million of unrecognized stock based compensation expected to be recognized over a weighted average period of 3.17 years.

NOTE 14 –NET INCOME PER SHARE

The Company presents net income per share in conformity with the two-class method required for multiple classes of common stock and participating securities. Class A, Class B, and Class C common stock share proportionately, on a per share basis, in the Company’s net income and participate equally in the dividends on common stock, if declared. The Company allocates net income attributable to common stock between each class of common stock on a one-to-one basis when computing net income per share. As a result, basic and diluted net income per share for each class of common stock are equivalent. The Company considers redeemable convertible preferred stock, which was outstanding prior to the Company’s IPO, to be participating securities.

The Company calculates basic net income per share attributable to common stockholders by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares common stock outstanding in each class, after giving consideration to the effect of potentially dilutive securities outstanding during the period, including stock options, unvested shares, and ESPP shares. The dilutive effect of potentially dilutive securities is determined using the treasury stock method. The computation of the diluted net income per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net income per share of Class B common stock does not assume the conversion of those shares.

The Company calculated basic and diluted net income per share attributable to common stockholders as follows (in thousands, except per share amounts):

Three Months Ended March 31,
2026 · 2025
Class AClass BConsolidatedCommon Stock
Basic EPS:
Numerator:
Net income$48,955$4,501$53,456$12,939
Undistributed earnings attributable to preferred stockholders———(12,939)
Net income attributable to common stockholders$48,955$4,501$53,456$—
Denominator:
Basic weighted-average common shares outstanding349,500,18732,136,733381,636,92065,868,810
Basic EPS$0.14$0.14$0.14$—
Diluted EPS:
Numerator:
Net income attributable to common stockholders$48,955$4,501$53,456$—
Reallocation of net income to Class B common stock4,501(211)——
Net income for diluted EPS$53,456$4,290$53,456$—
Denominator:
Basic weighted-average common shares outstanding349,500,18732,136,733381,636,92065,868,810
Dilutive effect of potentially dilutive securities18,839,647—18,839,647—
Conversion of Class B to Class A common stock32,136,733———
Diluted weighted-average common shares outstanding400,476,56732,136,733400,476,56765,868,810
Diluted EPS$0.13$0.13$0.13$—

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net income per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied at the end of the respective periods:

Three Months EndedMarch 31,
20262025
Redeemable convertible preferred stock on an as-converted basis—258,667,796
Outstanding options to purchase common stock9,970,91433,649,122
Unvested service-based RSUs2,428,90648,435,337
Unvested performance-based PSUs6,603,9291,929,943
Unvested market-based PSUs1,600,000—
Unvested restricted stock awards464,4591,242,358
Warrants to purchase common stock—787,840
Total anti-dilutive securities21,068,208344,712,396

NOTE 15 –RELATED PARTY TRANSACTIONS

Related party transactions may include any transaction between the Company and parties that control, are controlled by, or are under common control with the Company, as well as other related parties. The Company has defined related parties as members of the board of directors, executive officers, principal owners of the Company’s outstanding stock, and any immediate family members of each such related party, as well as any entity for which the aforementioned individuals exercise significant influence over or control.

The Company established the Chime Scholars Foundation (the “Foundation”), a non-controlled nonprofit organization formed for the purpose of distributing charitable donations to recipients generally located in the communities the Company serves. In connection with this initiative, the Company entered into an agreement to gift 3,210,192 shares of the Company’s Class A common stock to the Foundation. In March 2026, the agreement was amended to provide for quarterly, rather than annual, share transfers beginning in the second quarter of 2026. The Company did not gift any stock in the three months ended March 31, 2026 and 2025. Cash donations are recognized as expenses when paid to the Foundation. During the three months ended March 31, 2026 and 2025 cash donations werenil and $0.7 million.

NOTE 16 –INCOME TAXES

Three Months Ended March 31,
20262025
Income before income taxes$53,911$14,491
Provision for income taxes4551,552
Effective tax rate0.8%10.7%

The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate (“ETR”), adjusted for discrete items arising in the period. In each quarter, the Company updates its estimated annual ETR and makes a year-to-date calculation of the provision.

The Company’s ETR was 0.8% for thethree months ended March 31, 2026 . The primary difference between the ETR and the federal statutory tax rate for each period was due to the non-deductible executive compensation, the excess tax benefits from stock-based compensation and valuation allowance on the Company’s deferred tax assets. Tax expense for thethree months ended March 31, 2026 was due to current state taxes. The Company’s ETR was 10.7% for thethree months ended March 31, 2025. The primary difference between the ETR and the federal statutory tax rate for each period is due to the valuation allowance on the Company’s deferred tax assets. The tax expense consisted of current federal and state taxes.

Management reviews all available positive and negative evidence in assessing the realizability of deferred tax assets. As of March 31, 2026, the Company maintained a full valuation allowance against the net deferred tax assets in applicable jurisdictions.

NOTE 17 –COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases certain property under operating leases that expire at various dates. The most significant of these operating leases is the corporate headquarters in San Francisco, California. For the three months ended March 31, 2026 and 2025, rent expense for all operating leases was $4.0 million and $2.8 million.

The Company’s operating lease costs are as follows:

Three Months EndedMarch 31,
20262025
Fixed operating lease costs$3,981$2,649
Variable operating lease costs2,0841,736
Short-term lease cost44143
Sublease income—(224)
Total lease cost$6,109$4,304

Variable operating lease costs are primarily related to payments made to the Company’s landlords for common area maintenance, property taxes, insurance, and other operating expenses.

Cash flows related to leases were as follows:

Three Months EndedMarch 31,
20262025
Operating cash flows:
Payments for operating lease liabilities$3,980$4,876

Contingencies

In the ordinary course of business, the Company may be subject to various legal proceedings, including, from time to time, actions which are asserted to be maintainable as class action suits, and is at times subjected to government and regulatory proceedings, investigations and inquiries. The Company reviews these matters on an ongoing basis to determine whether it is probable and estimable that a loss has occurred and uses that information when making accrual and disclosure decisions. If the potential loss is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. If the reasonable estimate is a range and no amount within that range is considered a better estimate than any other amount, an accrual is recorded based on the bottom amount of the range. Loss contingencies that are reasonably possible of occurrence are subject to disclosure.

NOTE 18 –SUBSEQUENT EVENT

On May 6, 2026, the Company announced that its board of directors approved an additional share repurchase authorization pursuant to which the Company may repurchase up to $200.0 million of its outstanding Class A common stock. Repurchases may be made from time to time through open market purchases, privately negotiated transactions or other means, subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its Class A common stock under this authorization. The timing and actual number of shares repurchased may depend on a variety of factors, including legal requirements, price, and economic and market conditions. The repurchase program does not obligate the Company to repurchase any particular amount of Class A common stock and may be suspended or discontinued at any time at the Company’s discretion without prior notice, subject to all applicable securities laws.

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