Chime Financial, Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. On September 8, 2026, Chime Financial, Inc., a Delaware corporation (“Chime” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Central Service Corporation, an Oklahoma corporation (“CSC”), and Clocktower Merger Sub, Inc., an Oklahoma corporation and a direct, wholly-owned subsidiary of Chime (“Merger Sub”). CSC is the parent company of Stride Bank, National Association. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into CSC (the “Merger”), with CSC continuing as the surviving corporation in the Merger. The Merger Agreement was unanimously approved by the board of directors of each of Chime, CSC and Merger Sub. Upon the terms and subject to the conditions of the Merger Agreement, Chime will acquire CSC for $590 million, 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. Immediately prior to the effective time of the Merger (the “Effective Time”), all outstanding shares of CSC preferred stock will be redeemed. The Merger Agreement contains customary representations, warranties and covenants. Among other things, CSC has agreed, subject to certain exceptions, to, and to cause each of its subsidiaries to, conduct its business in the ordinary course consistent with past practice, from the date of the Merger Agreement until the Effective Time, and not to, and cause its subsidiaries not to, take certain actions prior to the Effective Time without the prior written consent of Chime. CSC has also agreed not to, and to cause its subsidiaries not to, solicit acquisition proposals or participate in discussions concerning, or furnish information in connection with, acquisition proposals. Chime and CSC have also agreed to prepare and file all necessary documentation, and effect all applications, notices, petitions and filings to obtain all necessary actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals for consummation of the transactions contemplated by the Merger Agreement. Chime has further a