Chime Financial Inc-A美股招股说明书(2025-06-12版)

32,000,000Shares Class A Common Stock This is an initial public offering of shares of Class A common stock of Chime Financial, Inc. We are selling 25,900,765 shares of Class A common stock and the sellingstockholders identified in this prospectus are selling an additional 6,099,235 shares of Class A common stock. We will not receive any proceeds from the sale of shares ofour Class A common stock by any of the selling stockholders. We have 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 Acommon 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 isentitled to one 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 commonstock. Shares of Class C common stock have no voting rights, except as otherwise required by law. Upon the completion of this offering, no shares of Class C commonstock will be issued and outstanding. Upon the completion of this offering, Christopher Britt, our co-founder, Chairperson, and Chief Executive Officer, will hold approximately 34.7% of the voting power ofour outstanding capital stock and Ryan King, our co-founder and a member of our board of directors, will hold approximately 31.3% of the voting power of ouroutstanding capital stock, which voting power may increase over time as Messrs. Britt and King (together, the “Co-Founders”) exercise or vest and settle equity awardsoutstanding at the time of the completion of this offering. If all such equity awards held by our Co-Founders had been exercised or had vested and been settled, asapplicable, and exchanged for shares of Class B common stock as of the date of the completion of this offering, Messrs. Britt and King would hold approximately 40.1%and 34.4%, respectively, of the voting power of our outstanding capital stock. As a result of this structure, our Co-Founders, individually or together, will be able tosignificantly influence or determine any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments toour certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporatetransaction. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price per share is $27.00. We have been approved to listour Class A common stock on the Nasdaq Global Select Market under the symbol “CHYM”. See “Risk Factors” beginning on page23to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discountProceeds, before expenses, to Chime Financial, Inc.Proceeds, before expenses, to selling stockholders(1) (1)See the section titled “Underwriters” for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 6% of the shares offered by this prospectus for sale at the initial public offering price in a directed share program toour directors, executive officers, board observers, and friends and family members of our directors, executive officers, and board observers. See the section titled“Underwriters—Directed Share Program” for additional information. To the extent that the underwriters sell more than 32,000,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 4,800,000shares from Chime Financial, Inc. at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York, on or about June 13, 2025. J.P. MorganWolfe | NomuraAllianceTexas Capital Securities Goldman Sachs & Co. LLC Morgan Stanley Evercore ISI Piper Sandler UBS InvestmentBankDeutsche BankSecurities Barclays William Blair First Citizens CapitalSecurities Canaccord Genuity Keefe, Bruyette & WoodsA Stifel Company Prospectus dated June 11, 2025 Table of Contents TABLE OF CONTENTS GLOSSARY OF TERMSLETTER FROM OUR FOUNDERSPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSINDUSTRY, MARKET,AND OTHER DATAUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESSMANAGEMENTEXECUTIVE COMPENSATIONCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSPRINCIPALAND SELLINGSTOCKHOLDERSDESCRIPTION OF CAPITAL STOCKSHARES ELIGIBLE FOR FUTURE SALEMATERIAL U.S. FEDERAL INCO