Chime Financial, Inc.

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 and variable interest entities (“VIEs”) for which we are the primary beneficiary. 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 September 30, 2026 and December 31, 2025, the Company maintained its product collateral with its 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 September 30, 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$527.4 million and $563.6 million, or 97% and 96% of the investments in marketable securities. All debt securities within the Company’s portfolio are investment-grade securities.

As of September 30, 2026, the Company had receivables outstanding from two bank partners, that represent 48% of receivables collectively (28% and 20% for each respective bank partner), and one card network partner that represented 48% 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

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 adopted the amendments effective for the current fiscal year and the adoption did not have a material impact on the Company’s financial statements and related disclosures.

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 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:

(1)In the three and nine months ended September 30, 2026, platform-related revenue included $173.6 million and $442.5 million that was not derived from contracts with customers. In the three and nine months ended September 30, 2025, platform-related revenue included $103.7 million and $261.4 million that was not derived from contracts with customers.

(2)In the three and nine months ended September 30, 2026, platform-related revenue included $136.4 million and $355.1 million related to MyPay receivables, which was comprised of $85.3 million and $222.1 million related to off-balance sheet MyPay receivables and $51.1 million and $133.0 million related to on-balance sheet MyPay receivables. In the three and nine months ended September 30, 2025, platform-related revenue included $88.4 million and $230.4 million related to MyPay receivables, which was comprised of $54.7 million and $141.8 million related to off-balance sheet MyPay receivables and $33.7 million and $88.6 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:

The Company recognized materially all revenue from amounts included in the opening deferred revenue balances for the nine months ended September 30, 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:

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:

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:

As of September 30, 2026 and December 31, 2025, the Company had 92 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 and nine months ended September 30, 2026 and 2025.

The gross unrealized losses and fair values for those investments that were in an unrealized loss position as of September 30, 2026, aggregated by investment category and the length of time that individual securities have been in a continuous loss position are as follows:

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

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

NOTE 6 – ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

(1)Receivables due from bank partners are net of bank partner and network costs. As of September 30, 2026 and December 31, 2025,$92.3 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 September 30, 2026 and December 31, 2025.

NOTE 7 – LOANS HELD FOR INVESTMENT, NET

Loans held for investment, net consisted of the following:

As of September 30, 2026, $101.7 million of loans held for investment are pledged as collateral under the warehouse credit facility. See Note 12– Indebtedness and Note 13– Variable Interest Entities for more 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:

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 and other 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 loans held for investment:

The Company began writing off loans held for investment during the second quarter in 2025, when such loans began aging beyond 365 days. Write-offs increased on a year over year basis as the population of loans meeting this criterion expanded.

Product Obligation

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

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

The Company’s maximum exposure to losses under its product obligation was $915.8 million and $722.3 million as of September 30, 2026 and December 31, 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:

Depreciation and amortization expense on property, equipment, and software was $7.9 million and $23.0 million for the three and nine months ended September 30, 2026, and $7.5 million and $22.2 million for the three and nine months ended September 30, 2025.

NOTE 10 –BUSINESS COMBINATIONS

On September 8, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Central Service Corporation (“CSC”), the parent company of Stride Bank, National Association (“Stride”) (the “Stride Acquisition”). Upon closing, CSC will become a wholly-owned subsidiary of the Company. Following the closing, the Company intends to rename Stride as Chime Bank, N.A.

Upon the terms and subject to the conditions of the Merger Agreement, the Company will acquire CSC for approximately $590.0 million in cash, 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. The Company expects to fund the purchase price with cash on hand. Immediately prior to the effective time of the Stride Acquisition, all outstanding shares of CSC preferred stock will be redeemed.

The Stride Acquisition is expected to close in the first half of 2027, subject to approvals by CSC’s shareholders (which has already been obtained), 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. Upon completion of the Stride Acquisition, the Company will become a bank holding company.

NOTE 11 –SIGNIFICANT BALANCE SHEET COMPONENTS

Other Assets

Other assets consisted of the following:

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:

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

Other Non-Current Liabilities

Other non-current liabilities consisted of the following:

NOTE 12 –INDEBTEDNESS

Warehouse Facility

In June 2026, the Company established a trust (the “Trust”) to enter into a warehouse credit facility (the “Warehouse Facility”) with Goldman Sachs Lending Partners LLC. The Warehouse Facility has a maturity date of June 1, 2028 and is used to fund purchases of loans held for investment originated by certain bank partners. The facility provides for a total commitment amount of $200.0 million and an uncommitted amount of $300.0 million, for a total facility limit of $500.0 million. Uncommitted advances may be made at the lender’s sole and absolute discretion. Borrowings under the Warehouse Facility are secured by certain of the loans held for investment. In connection with the Warehouse Facility, the Company maintains a reserve account, which is contractually constrained as to its withdrawal and use, and is included in restricted cash on the condensed consolidated balance sheet. As of September 30, 2026, $100.0 million was outstanding under the Warehouse Facility.

Loans under the Warehouse Facility bear interest at a benchmark rate based on the secured overnight financing rate (“Term SOFR”) for a one-month interest period, plus an applicable margin of 1.90%. The Term SOFR rate is at all times subject to a floor of 0.50%. The Trust is also obligated to pay a draw fee of 0.30% per annum on each incremental advance above $200.0 million and an unused commitment fee of 0.25% per annum on the undrawn committed amount.

Interest expense for the three and nine months ended September 30, 2026 was $1.5 million and $1.7 million and was recorded within general and administrative expenses in the condensed consolidated statement of operations.

The Warehouse Facility contains certain customary affirmative and negative covenants and financial covenants including minimum liquidity and minimum tangible net worth. The Trust was in compliance with all covenants as of September 30, 2026.

Revolving Credit Facility

In March 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 September 30, 2026, no funds have been drawn under the credit facility and the Company had letters of credit outstanding thereunder of $23.2 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 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 September 30, 2026.

NOTE 13 –VARIABLE INTEREST ENTITIES

In June 2026, the Company established the Trust, which is a VIE, to enter into the Warehouse Facility. Refer to Note 12– Indebtedness for additional information. The Trust was formed for the limited purpose of purchasing loan receivables from the Company and pledging them as collateral to secure borrowings under the Warehouse Facility. The Company holds a significant interest in the Trust through its ownership of the residual beneficial interest, which is the first interest to absorb losses should the receivables not generate sufficient cash flows to satisfy more senior claims. The Company may be required to provide financial support to the Trust in the form of providing capital contributions to fund receivable purchases when the Trust lacks sufficient cash under the facility. The Company makes standard representations and warranties with respect to the loan receivables sold to the trust and may be required to repurchase certain loan receivables that fail to meet specified eligibility criteria.

The Company is the primary beneficiary of the Trust because it or one of its consolidated subsidiaries has (i) the power to direct the activities that most significantly affect the Trust's economic performance through its continued involvement as servicer and administrator of the underlying loans, and (ii) the obligation to absorb losses and the right to receive benefits that could potentially be significant to the Trust through its first loss residual beneficial interest. Accordingly, the Company consolidates the Trust in its condensed consolidated financial statements.

The following table presents the carrying amounts of the Trust’s assets and liabilities included in the Company’s condensed consolidated balance sheets and excludes intercompany balances that eliminate upon consolidation. The creditors of the Trust have no recourse to the general credit of the Company and the assets of the Trust can only be used to settle obligations of the Trust.

NOTE 14 –COMMON STOCK AND STOCKHOLDERS’ EQUITY

Preferred Stock

As of September 30, 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 and nine months ended September 30, 2026 and 2025.

NOTE 15 –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 September 30, 2026, there were 57,017,986 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 nine months ended September 30, 2026 is as follows:

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 September 30, 2026 and December 31, 2025,400,000 options were outstanding at a weighted average exercise price of $17.35. As of September 30, 2026,258,332 options were exercisable.

RSAs

Service-Based RSAs

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

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:

RSUs

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

(1)Includes 243,520 shares of common stock underlying RSUs that were withheld to cover taxes on the settlement of vested RSUs during the nine months ended September 30, 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:

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.

As of September 30, 2026,1,400,000 PSUs were unvested. Of the 1,600,000 PSUs originally granted,200,000 had vested but not yet settled during the nine months ended September 30, 2026 andnone had been cancelled. The weighted-average grant date fair value per share of the awards is $23.96.

2025 Employee Stock Purchase Plan

As of September 30, 2026, a total of 12,623,409 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 initial offering period under the ESPP commenced on February 20, 2026 and ended on August 20, 2026. On August 20, 2026, the Company issued 466,106 shares of common stock to participating employees at a purchase price of$17.77 per share, for an aggregate purchase price of$8.3 million. The second offering period under the ESPP commenced on August 20, 2026 and will end on February 20, 2027. As of September 30, 2026, the Company recorded a liability of $2.3 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:

As of September 30, 2026, there was $747.5 million of unrecognized stock based compensation expected to be recognized over a weighted average period of 2.88 years.

NOTE 16 –NET INCOME (LOSS) PER SHARE

The Company presents net income (loss) 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 (loss) and participate equally in the dividends on common stock, if declared. The Company allocates net income (loss) attributable to common stock between each class of common stock on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) 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 (loss) per share attributable to common stockholders by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For the purpose of calculating weighted-average number of shares of common stock outstanding, common stock outstanding prior to the close of the Company’s IPO which were automatically reclassified into an equivalent number of shares of the Company’s Class A common stock upon the IPO have been retroactively adjusted to reflect the reclassification. Diluted net income (loss) 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 (loss) per share of Class A common stock assumes the conversion of Class B common stock, while the diluted net income (loss) per share of Class B common stock does not assume the conversion of those shares.

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

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net income (loss) 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:

NOTE 17 –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 gifted 80,254 and 160,509 shares of the Company’s Class A common stock in the three and nine months ended September 30, 2026 and giftednil and 321,019 shares of the Company’s Class A common stock in the three and nine months ended September 30, 2025. The Company recognized $1.7 million and $3.2 million in the three and nine months ended September 30, 2026. During the nine months ended September 30, 2025, the Company recognized $11.2 million of stock-based charitable contribution for the fair value of donated shares, based on the closing stock price on the day of donation, within general and administrative expenses in the condensed consolidated statement of operations.

Cash donations are recognized as expenses when paid to the Foundation. There wereno cash donations during the three and nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, cash donations were $2.3 million and $3.0 million.

NOTE 18 –RESTRUCTURING

On July 31, 2026, the Company committed to a reorganization (the “Restructuring”) to better align the Company’s personnel with its strategic priorities, improve operational efficiency, and position the Company for continued growth.

The Restructuring involved the reduction of approximately 9% of the Company’s total workforce. The Company recorded $17.1 million in net cash restructuring charges primarily relating to one-time employee-related wages, severance, and benefits costs in the three and nine months ended September 30, 2026. The following table summarizes the total net cash restructuring charges:

As of September 30, 2026, $8.1 million of the cash restructuring charges had been paid, with the remaining expected to be paid in the fourth quarter of 2026.

With respect to stock-based compensation, also as part of the Restructuring, the Company allowed a portion of the affected employees’ stock awards to vest that otherwise would have required continued service. However, as a result of the reversal of stock-based compensation expense that had been previously recognized (under the accelerated attribution method, generally) for the forfeited portions of the impacted employees’ stock awards, the Company recognized $9.5 million of net reduction to stock-based compensation expense.

NOTE 19 –INCOME TAXES

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 0.6% and 0.7% for thethree and nine months ended September 30, 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 and nine months ended September 30, 2026 was primarily due to certain state taxes.

The Company’s ETR was(0.5)% and (0.1)% for thethree and nine months ended September 30, 2025. 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 the three and nine months ended September 30, 2025 was primarily due to certain state taxes.

Management reviews all available positive and negative evidence in assessing the realizability of deferred tax assets. As of September 30, 2026, the Company maintained a full valuation allowance against the net deferred tax assets in applicable jurisdictions.

NOTE 20 –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 and nine months ended September 30, 2026, rent expense for all operating leases was $3.9 million and $12.0 million. For the three and nine months ended September 30, 2025, rent expense for all operating leases was $3.7 million and $9.1 million.

The Company’s operating lease costs are as follows:

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:

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.