SEC Form 4
FORM 4UNITED 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*
CAROLAN SHAWN T

(Last)(First)(Middle)
C/O CHIME FINANCIAL, INC.
101 CALIFORNIA STREET, SUITE 500

(Street)
SAN FRANCISCO CALIFORNIA 94111

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Chime Financial, Inc. [ CHYM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/10/2026S297,318D$33.2051(1)272,437IBy Menlo Inflection II, L.P.(2)
Class A Common Stock09/10/2026S3,023D$33.2051(1)2,770IBy MM Inflection, L.P.(3)
Class A Common Stock09/10/2026S1,965D$33.2051(1)1,800IBy Menlo Entrepreneurs Inflection Fund, L.P.(4)
Class A Common Stock09/11/2026S272,437D$33.0549(5)0IBy Menlo Inflection II, L.P.(2)
Class A Common Stock09/11/2026S2,770D$33.0549(5)0IBy MM Inflection, L.P.(3)
Class A Common Stock09/11/2026S1,800D$33.0549(5)0IBy Menlo Entrepreneurs Inflection Fund, L.P.(4)
Class A Common Stock3,432,840(6)IBy Menlo Ventures XIV, L.P.(7)
Class A Common Stock51,155(8)IBy MMEF XIV, L.P.(9)
Class A Common Stock44,100(10)IBy Menlo Entrepreneurs Fund XIV, L.P.(11)
Class A Common Stock4,825,155(12)IBy Menlo Inflection I, L.P.(13)
Class A Common Stock78,450(14)IBy MMSOP, L.P.(15)
Class A Common Stock716(16)IBy Trust(17)
Class A Common Stock304,843(18)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $33.00 to $33.86, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
2. Securities are directly held by Menlo Inflection II, L.P. ("Menlo Inflection II"). The Reporting Person is a managing member of MSOP GP II, L.L.C. ("MSOP GP II"), the general partner of Menlo Inflection II. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. Securities are directly held by MM Inflection, L.P. ("MM Inflection"). The Reporting Person is a managing member of MSOP GP II, the general partner of MM Inflection. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
4. Securities are directly held by Menlo Entrepreneurs Inflection Fund, L.P. ("ME Inflection"). The Reporting Person is a managing member of MSOP GP II, the general partner of ME Inflection. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
5. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $33.00 to $33.185, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
6. The shares held by Menlo Ventures XIV, L.P. ("Menlo XIV") as reported herein reflect a pro rata distribution in kind, effected by Menlo XIV to its general partner and limited partners and the further pro rata distribution of such shares by Menlo XIV's general partner to its members, in each case, for no additional consideration subsequent to the Reporting Person's most recent Form 4 filing, which were exempt from reporting pursuant to Rule 16a-13.
7. Shares are directly held by Menlo XIV. The Reporting Person is a managing member of MV Management XIV, L.L.C. ("MVM XIV"), the general partner of Menlo XIV. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
8. The shares held by MMEF XIV, L.P. ("MMEF XIV") as reported herein reflect a pro rata distribution in kind, effected by MMEF XIV to its general partner and limited partners and the further pro rata distribution of such shares by MMEF XIV's general partner to its members, in each case, for no additional consideration subsequent to the Reporting Person's most recent Form 4 filing, which were exempt from reporting pursuant to Rule 16a-13.
9. Shares are directly held by MMEF XIV. The Reporting Person is a managing member of MVM XIV, the general partner of MMEF XIV. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
10. The shares held by Menlo Entrepreneurs Fund XIV, L.P. ("MEF XIV") as reported herein reflect a pro rata distribution in kind, effected by MEF XIV to its general partner and limited partners and the further pro rata distribution of such shares by MEF XIV's general partner to its members, in each case, for no additional consideration subsequent to the Reporting Person's most recent Form 4 filing, which were exempt from reporting pursuant to Rule 16a-13.
11. Shares are directly held by MEF XIV. The Reporting Person is a managing member of MVM XIV, the general partner of MEF XIV. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
12. The shares held by Menlo Inflection I, L.P. ("Menlo Inflection I") as reported herein reflect a pro rata distribution in kind, effected by Menlo Inflection I to its general partner and limited partners and the further pro rata distribution of such shares by Menlo Inflection's general partner to its members, in each case, for no additional consideration subsequent to the Reporting Person's most recent Form 4 filing, which were exempt from reporting pursuant to Rule 16a-13.
13. Shares are directly held by Menlo Inflection I. The Reporting Person is a managing member of MSOP GP, L.L.C. ("MSOP GP"), the general partner of Menlo Inflection I. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
14. The shares held by MMSOP, L.P. ("MMSOP") as reported herein reflect a pro rata distribution in kind, effected by MMSOP to its general partner and limited partners and the further pro rata distribution of such shares by MMSOP's general partner to its members, in each case, for no additional consideration subsequent to the Reporting Person's most recent Form 4 filing, which were exempt from reporting pursuant to Rule 16a-13.
15. Shares are directly held by MMSOP. The Reporting Person is a managing member of MSOP GP, the general partner of MMSOP. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
16. The shares held by the Reporting Person as reported herein reflect the receipt of shares pursuant to the pro rata distribution in kind described in footnote (8), which was exempt from reporting pursuant to Rule 16a-13.
17. The shares are held by a family trust, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his proportionate pecuniary interest therein.
18. The shares held by the Reporting Person as reported herein reflect the receipt of shares pursuant to the pro rata distributions in kind described in footnotes (6), (8), (10), (12) and (14), which were exempt from reporting pursuant to Rule 16a-13.
/s/ Shawn T. Carolan09/14/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)